Examples of the scope of Rob’s securities law practice at O’Melveny include:

• Advising on the Securities Act registration, disclosure and liability provisions that relate to any sale, purchase, loan, pledge or other transfer of equity or debt securities by issuers or their affiliates, investment banks and other financial service providers and selling shareholders, whether registered with the SEC under Section 5 or accomplished under a valid exemption or safe harbor from Securities Act registration such as Rule 144, Regulation D, Regulation S or Rule 144A
• Counseling investment banks and their counterparties on the purchase and sale of cash and physically settled option and forward-based equity derivatives, including security-based swaps.
• Counseling public companies on their SEC reporting obligations on Forms 10-K, 10-Q and 8-K, including, for example, Regulation FD selective disclosure obligations and Regulation G responsibilities related to the presentation of non-GAAP metrics.
• Advising public companies on internal control and procedure responsibilities, director and audit committee independence issues, the composition and procedures of boards of directors and committees, relationships with external auditors, CEO and CFO certification requirements, and codes of ethics.
• Advising public companies on accounting presentation matters under Regulation S-X, including submitting requests for accounting presentation relief to the SEC’s Division of Corporation Finance.
• Assisting public companies with share repurchases, including accelerated share repurchase transactions.
• Advising on shareholder meetings, proxy solicitations and related board and board committee corporate governance best practices, including shareholder activism and contested elections.
• Advising on transactions by insiders, including insider trading policies and planned purchases and sales pursuant to Exchange Act Rule 10b5-1.
• Counseling clients on Exchange Act general liability and antifraud concerns, including Exchange Act Section 10(b) and Rule 10b-5 antifraud requirements related to materially false or misleading public disclosures.
• Assisting with the Exchange Act Section 16 obligations of officers, directors and over 10% beneficial owners, including Section 16(a) reporting on Forms 3, 4 and 5, Section 16(b) short swing profit disgorgement and Section 16(c) short sale prohibitions
• Advising on Exchange Act Section 13(d) beneficial ownership reporting obligations, including the filing of Schedules 13D and 13G, and Section 13(f) and Form 13F reporting obligations.
• Submitting no action and interpretive letters to the SEC’s Division of Corporation Finance’s Office of Chief Counsel and Office of Mergers and Acquisitions.
• Analyzing the SEC’s equity and debt tender offer and “going private” rules.
• Advising market participants on the securities law issues that relate to cryptocurrencies, tokens and other digital assets.