Corporate Finance & Securities

Ruder Ware is one of the few Wisconsin firms located outside of Milwaukee or Madison that assists clients in complying with federal and state securities laws.

We advise a number of public companies and their directors and officers regarding securities law matters, and we assist these clients in complying with periodic reporting requirements; designing equity-based compensation and benefit programs; complying with insider trading restrictions and reporting obligations; and managing investor relations, public disclosure, and corporate governance issues. We also have experience with structuring and negotiating a wide variety of private equity and venture capital transactions involving the private placement of securities. Our services include:

  • Introducing companies to the investment banking and intermediary community to allow access to capital
  • Providing assistance with structuring transactions to comply with securities laws
  • Representing issuers in private and public offerings of equity and debt securities
  • Drafting and negotiating engagement letters, confidentiality agreements, initial proposals, indications of interest, and letters of intent
  • Drafting prospectuses; private placement memoranda and offering circulars; subscription documents; founder, shareholder, and employment agreements; and option and restricted stock plans and agreements
  • Drafting investment agreements for private equity transactions
  • Preparing proxy statements for use in connection with annual and special meetings of shareholders, including compliance with executive compensation disclosure requirements
  • Preparing and filing annual, quarterly, and interim reports with the Securities and Exchange Commission
  • Assisting with rules compliance in connection with a listing on the New York Stock Exchange, the NASDAQ Stock Market, or the OTC Bulletin Board
  • Advising clients on compliance with short-swing profit rules and other obligations of insiders under the Securities Exchange Act of 1934
  • Designing and drafting executive compensation arrangements involving employer securities
  • Advising clients regarding corporate governance matters, including board of directors committee composition and duties and determination of “independence” and “financial expert” determinations, as well as other requirements arising under the Sarbanes-Oxley Act of 2002
  • Representing acquirers in both friendly and hostile tender offers and assisting in the defense of hostile tender offers
  • Assisting public companies with establishing “poison pills,” “shark repellents,” and other corporate defense mechanisms in connection with proxy contests
  • Representing public companies in connection with going-private transactions and in connection with “reverse stock split” and other recapitalization transactions necessary to consolidate company ownership.

Founded in 1920, Ruder Ware provides business, employment, estate planning, and litigation services through its offices in Wausau, Eau Claire, and Green Bay, Wisconsin.  A full-service law firm, over 40 attorneys provide clients with a one-stop approach to their legal needs. Ruder Ware, Business Attorneys for Business Success.

SBA and Treasury Release Revisions to Interim Final Rules on Loan Forgiveness and Loan Review Procedures

Posted on June 24, 2020 by , and

On Tuesday evening (June 22nd), the Small Business Administration (SBA) and Department of the Treasury released revisions to the interim final rule on forgiveness (issued May 22nd) and the interim final rule on loan review procedures (issued May 22nd).  The revisions can be found here and are intended to update the rules in light of […]

SBA Issues Updated Paycheck Protection Program Loan Forgiveness Application and Issues New “EZ” Application Form

Posted on June 17, 2020 by , and

On June 16 the SBA issued a revised Paycheck Protection Program (PPP) Loan Forgiveness Application along with updated instructions.  The update in large part reflects the changes made to PPP by the Paycheck Protection Program Flexibility Act of 2020, enacted on June 5.   The new form can be found here, and the new instructions can […]

Applications for Wisconsin’s “We’re All In” Small Business Grant to Open June 15

Posted on June 11, 2020 by

The Wisconsin Economic Development Corporation (WEDC) will begin accepting online applications on June 15 for its We’re All In grant, which will provide $2,500 in relief to an estimated 30,000 small businesses throughout the state. Funded by the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act, the grant aims to help small businesses with […]

Wisconsin Announces Residential Renter Assistance, But Details are Scarce

Posted on May 21, 2020 by

Earlier this week, the Wisconsin Department of Administration announced the creation of the Wisconsin Rental Assistance Program.  The state has allocated $25 Million to a program to assist residential renters with rent payments and security deposit obligations from the grant the state received under the CARES Act funds issued to all states. To be eligible, […]

2021 HSA Limits Are Announced

Posted on May 20, 2020 by

In a bit of a respite from COVID-19, today the IRS announced the Health Savings Account limits for 2021.  With respect to contribution limits, the limits are slightly higher than the ones for 2020.  As a reminder, these inflation adjusted amounts are effective for calendar year 2021. HSA/HDHP Requirement Cost-of-Living Adjustments Limit on HSA Contributions […]

State Suspends Landlords’ Ability to Collect Late Fees and Penalties during Health Crisis

Posted on April 30, 2020 by

Starting April 25, 2020 the State of Wisconsin has temporarily suspended a residential property landlord’s right to charge tenants late or missed rent fees or penalties.  The suspension is the result of an emergency rule published by the Wisconsin Department of Agriculture, Trade, and Consumer Protection which generally implements rules covering landlord/tenant relationships.  The basis […]

We Received a PPP Loan—Now What?

Posted on April 30, 2020 by , and

With a second round of Paycheck Protection Program (“PPP”) funding coming available last week, a large percentage of small businesses either have already received (or will soon receive) the proceeds of a PPP loan. At only one percent interest over two years, PPP loans present a great opportunity, but, obviously, businesses are most interested in […]

State of Wisconsin Extends Safer at Home Order

Posted on April 16, 2020 by , , , and

This afternoon, Wisconsin Department of Health Services issued Emergency Order #28 (the “Extended Order”), an extension to Emergency Order #12 released on March 24th (the “Original Order”). The full text of the Extended Order can be accessed here. The Original Order remains in effect until 8:00 AM on April 24th, at which time the Extended […]

DOL Says Employers May Require Employees Use Available Paid Leave During Expanded FMLA Leave!

Posted on April 15, 2020 by

Last Friday, the DOL issued “corrections” to its FFCRA regulations. A link to these corrections is here:  FFCRA Corrections. Among other small changes, the DOL has made it crystal clear that an employer may require an employee use accrued paid leave for the paid portions of Expanded FMLA leave.  This does not apply during the […]

OSHA Puts a Hold on Most COVID-19 Illness Reporting

Posted on April 13, 2020 by

Until further notice, the Occupational Safety and Health Administration (OSHA) will not be enforcing its illness reporting requirements with regard to COVID-19 cases for most employers. Under OSHA regulations, COVID-19 is a recordable illness if certain criteria are met.  See our recent e-alert on this. .  However, on April 10, OSHA issued an “enforcement guidance” announcing […]

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