Securities/Municipal Bonds

• Draft registration statement and prospectus.
• Coordinate filing of registration statement and exhibits.
• Draft questionnaires for officers, directors, and principal shareholders.
• Draft promissory notes.
• Draft underwriting agreements.
• Draft trust indentures.
• Draft bond purchase agreement.
• Draft blue sky memoranda and blue sky registration documents.
• Review status of blue sky registrations.
• Draft legal investment survey.
• Notify state securities administrators of Securities and Exchange Commission (SEC) effectiveness.
• Draft and file dealer and/or salesperson registration documents.
• Perfect securities dealer or issuer exemptions.
• Prepare memoranda on the availability of exemptions and requirements for registration.
• Draft and file documents for registering broker/dealers and/or salesmen with National Association of Securities Dealers (NASD), SEC, and, if necessary, state securities commissions.
• Draft NASDAQ and National Market System listing applications.
• Draft and file documents for renewing or withdrawing the registration of broker/dealers with salespersons.
• Research and obtain information concerning filings with NASD and SEC.
• Where applicable and appropriate, qualify dealer corporations.
• Draft and file Forms 3,4,5,8-K, 10-C, 10-K, 10-Q.
• Draft and file Form D.
• Draft and file Form 144 and related documents.
• Draft lease agreement, loan agreement, agreement of sale, facilities financing agreement, ordinance or contracts.
• Draft letter of transmittal and other tender offer documents.
• Draft confidential offering memorandum.
• Draft security agreements, including deeds, guaranties, mortgages.
• Draft summaries of documents to use in preparing preliminary official statement and official statement.
• Coordinate accuracy of statements with underwriter.
• Finalize basic documents and distribute for execution.
• Draft necessary resolutions authorizing the issuance of bonds.
• Send bond form to printer.
• Obtain Committee on Uniform Securities Identification Procedures (CUSIP) number for offerings.
• Proof first gallery of bonds and check manufacturing schedule, coupon amounts, and CUSIP numbers.
• Check bonds at time of closing and read bond numbered 1. Draft closing documents for issuer, including authorizing resolutions, authentication order to trustee, incumbency certificate, non-arbitrage certificates, and CUSIP numbers.
• Draft resolutions and officers' certificates for corporate approval and execution.
• Draft tax election and arrange for filing.
• Draft recording certificate.
• Draft financing statements.
• Obtain certificates from state agencies (e.g., good standing of company).
• Attend closing, check all certificates and opinions, insurance policies, and legal descriptions.
• Compile closing transcript, prepare index, and organize closing binders.
• Draft regulation of public companies.
• Prepare drafts of proxy material and statements.
• Draft annual report to shareholders.

Note - Some of the information contained in the Business/Corporate section of this publication also includes work performed in the Securities/Municipal Bonds specialty area.