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Lewis & Kappes - Counselors And Attorneys At Law

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Lewis & Kappes, P.C.
One American Square
Suite 2500
Indianapolis, IN 46282-0003
Phone: 317-639-1210
Fax: 317-639-4882

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Frequently Asked Questions about Securities

Q: What is a security?

A: A security is an investment in a common business enterprise. Securities may be stocks, bonds, notes, debentures, investment contracts, treasury stocks, transferable shares or mutual funds.

Q: What does it mean to "go public?"

A: "Going public" is when a business transforms from a privately held company to a public company. The business registers securities so that it can offer and sell them to investors. Commonly, a company will do an initial public offering (IPO) of stock in which the company registers the stock with the SEC and sells equity ownership to the public.

Securities Issues for Businesses Information Center

The business attorneys of Lewis & Kappes have experience assisting companies with all types of securities issues. We describe securities on our main Securities page; on this page, we intend to go into further detail about the legal issues involved in securities. If you represent a business dealing with securities, we recommend you read the below carefully.

For an analysis of your business’ securities situation, contact Lewis & Kappes and set up a consultation with one of our attorneys. Our lawyers will work as a team on your case, so as to lend our collective knowledge and experience to every aspect of our work. Our clients include state, national and international companies with interests in the Indianapolis, Indiana area, which includes Bloomington, South Bend, Fort Wayne, Lafayette, Gary, and Evansville.

Securities for Businesses - An Overview

The federal security laws were a product of the stock market crash of the 1920s. Prior to the federal regulations there were very few rules regarding the reporting of material business information. In many ways, investors were left in the dark. Today, there are both federal and state securities regulations. Understanding which regulations and reporting obligations apply to your business can be complicated. A securities attorney can counsel your business on a variety of securities law issues.

Private Securities Litigation Reform Act and Sarbanes-Oxley Act

Both the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Sarbanes-Oxley Act of 2002 (SOX) contain provisions that significantly affect businesses. The PSLRA established new rules for securities class actions and brought about several important changes affecting cases brought under the securities laws. SOX established new regulations related to how companies report financial information to ensure that investors receive clear and honest financial information. An experienced securities attorney can provide your business with more guidance regarding the PSLRA and SOX.

Securities Law Abuses and Enforcement

A violation of the securities laws can have significant, negative effects on a business, including investigation by the Securities and Exchange Commission (SEC), criminal proceedings and civil lawsuits. It is crucial for companies to understand and comply with the securities laws and regulations. A securities attorney can advise your business about the securities laws and compliance issues.

The Advantages and Disadvantages of Going Public

"Going public" is an expensive process and a public company faces many new responsibilities it did not have as a privately held business. While there are benefits to going public, the owners of a business should seriously consider all the options and potential new responsibilities and obligations in order to make an informed decision that is in the best interest of their business. A securities attorney can help you analyze the advantages and disadvantages of an initial public offering (IPO).

Registration of Securities

If you decide that your company should make a public offering of its securities, you must be aware of the federal regulations regarding the registration. Section 5 of the Securities Act of 1933 requires that all securities offered for sale be registered with the Securities and Exchange Commission (SEC) unless otherwise exempted. Securities cannot be sold until the SEC has declared the registration statement "effective." The registration process has three periods: the pre-filing period, the waiting period and the post-effective period. An attorney can help you with the securities registration process.

Securities Resource Links

United States Securities and Exchange Commission
The SEC aims to protect investors and maintain the integrity of the securities markets.

SEC Filings and Forms
EDGAR provides free public access to registration statements, reports and other forms electronically filed with the SEC.

Federal Securities Laws
This page of the SEC website provides links to the federal laws that govern the securities industry.

United States Small Business Administration
The SBA aids, counsels, assists and protects the interests of small businesses. This site provides information on starting, financing and managing a business.

Small Business Startup Guide
Small business startup guide provided by the SBA.

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Photos by Jack Wickes

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Our Law Firm handles cases throughout Indiana including, but not limited to Indianapolis, Zionsville, Bloomington, South Bend, Fort Wayne, Lafayette, Gary, Evansville and more.