Corporate Finance & Securities

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.

2021 Qualified Plan Cost of Living Increases, 2021 Social Security Taxable Wage Base

Posted on October 26, 2020 by

On October 26, 2020 the Internal Revenue Service announced the cost-of-living adjustments for the various qualified retirement plan limits. Some of the limits shown below have increased from last year while others remained unchanged.   Qualified Plan Limit Cost-of-Living Adjustments 401(k) and 403(b) elective deferral limit 2020 – $19,500 2021 – $19,500 $200,000 compensation limit […]

SBA Issues Guidance on Navigating Paycheck Protection Program Loans in M&A Transactions

Posted on October 13, 2020 by and

After several months of uncertainty, businesses are carefully resuming merger and acquisition transactions. Many (if not most) small businesses took advantage of the Paycheck Protection Program (PPP), but, as forgiveness is still pending, they are forced to navigate the treatment of these loans in the sale or acquisition process. The SBA issued a procedural notice […]

Trump Administration Wades into Residential Real Estate Evictions with Moratorium

Posted on September 2, 2020 by

On September 1, 2020, the Centers for Disease Control and Prevention released a yet-to-be published Emergency Order (Order) prohibiting residential evictions.  The Order will take effect on its legal publication date (expected to be Friday, September 4, 2020) through December 31, 2020.  Specifically, the Order prohibits any action by a landlord or similar owner of […]

Is Your Company Ready? California Consumer Privacy Act Now Being Enforced

Posted on August 24, 2020 by

Starting last month, the California Attorney General began enforcing the California Consumer Privacy Act (“CCPA”). Although the CCPA went into effect January 1, 2020, it provided a six-month grace period to allow companies to comply.  Under the CCPA, California residents, even if temporarily out of the state, are granted substantial data-privacy rights and extensive control […]

Wisconsin Face Covering Mandate to Begin August 1st

Posted on July 30, 2020 by

Governor Evers issued Emergency Order #1 on July 30, 2020 implementing a statewide face covering mandate. The face covering requirement will begin on Saturday, August 1, 2020 and will expire September 28, 2020 or by a subsequent superseding emergency order. The Order requires every individual over the age of five in Wisconsin wear a face […]

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 […]

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