Corporate. Represented public and private companies in the negotiation and documentation of complex contracts including merger, asset, and stock purchase agreements, confidentiality and nondisclosure agreements, services agreements and supply agreements. Negotiated venture capital investments for aerospace manufacturer. Advised officers and boards of directors of public and private companies with respect to corporate and regulatory matters including fiduciary duties of directors and officers and corporate governance best practices. Conducted research and provided legal advice on general corporate law issues. Securities. Advised public companies in connection with the applicability and implementation of the rules and regulations of the U.S. Securities and Exchange Commission, various state securities regulators and self regulatory organizations. Assisted companies in developing and maintaining policies and procedures for compliance with Sarbanes-Oxley, NYSE and NASDAQ Regulations, SEC Regulations (e.g., Reg. FD and insider trading) and other regulations applicable to public companies. Assisted clients with the preparation and submission of securities filings such as Section 16 filings and Forms 10-K, 10-Q and 8-K, as well as the proxy statement and annual shareholder meeting materials. Assisted private companies in identifying and complying regulatory exemptions from registration and raising capital.Financial. Represented financial institutions in connection with corporate and regulatory matters including branch acquisitions and divestitures, and the formation of a de novo state chartered bank. Negotiated and documented core processing software licensing agreements. Advised clients with respect to dealing with bank regulatory agencies in troubled times and responding to adverse regulatory examinations. Advised boards of directors with respect to preparing to implement the Dodd–Frank Wall Street Reform and Consumer Protection Act.