October 25, 2020

Volume X, Number 299

F. Alec Orudjev

Alec assists private and public companies with capital formation, corporate governance and compliance, and advises them on federal and state securities laws, rules and regulations. He counsels U.S. and international companies in a variety of matters, including:

  • Initial and secondary public offerings
  • Private equity and debt placements
  • Equity lines
  • Private investment in public equity (PIPE) transactions
  • At-the-market offerings

Alec is adept at guiding clients through the complexities of raising capital. His long experience working with regulators allows him to anticipate their concerns and work with them to avoid listing delays and keep a deal on course. He understands that timing is vital and is always conscious of the stakes involved for his clients.

When working on a deal, Alec often partners with other practice groups in the firm — including the Labor and Employment, Real Estate, Intellectual Property and Litigation Groups — to give clients the most insightful and effective counsel.

Throughout the process, Alec keeps clients fully involved and abreast of all critical information. He also frequently serves as a translator. And he always takes a personal stake in the success of the enterprise and the client, which fuels his unflinching work ethic.

Public Companies

Alec assists public companies with disclosure and compliance obligations under the Exchange Act, including counseling on preparation and filing of Form 10-K, 10-Q, 8-K and other reports, as well as proxy statement disclosures, shareholder proposals and annual meeting matters. He has experience as outside securities and corporate governance counsel to a number of exchange-listed companies, and he has represented investment banking clients as underwriters’ counsel in initial public offerings and follow-on public offerings of securities.

In addition, Alec counsels clients on:

  • Listing qualifications, continued listing and governance/ compliance listing requirements, and delisting matters for U.S. securities exchange-listed companies
  • Beneficial ownership reporting under Section 13 of the Exchange Act
  • Short-swing profits and beneficial ownership reporting under Section 16 of the Exchange Act
  • Insider trading under Rule 10b-5 and trading plans under Rule 10b5-1
  • Compliance matters relating to non-GAAP financial information and Regulations AC and FD, among others
  • “Going private” and “going dark” transactions
  • State “blue sky” law compliance
  • Financial restatements, internal investigations and crisis management
  • Disclosures under enforcement/regulatory inquiry, restatement and litigation circumstances

Corporate Compliance

Alec also advises clients on corporate governance and compliance issues arising from the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and related developments under the U.S. Securities and Exchange Commission rules and regulations. He is also experienced in FINRA/NASD broker-dealer compliance and reporting matters.

Articles in the National Law Review database by F. Alec Orudjev

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