Practice Areas

Corporate & Securities

Howard Rice's clients rely on the expertise and judgment of our attorneys in corporate and securities matters. Our attorneys often have taken a company from concept to mature public company. While in this process, our attorneys have the capabilities to deal with all of our clients' general corporate needs, as well as helping them with respect to equity and debt financings, corporate governance and compliance issues, and securities litigation.

Our extensive experience in equity financing transactions runs the gamut from venture capital financings for emerging growth companies, initial and secondary public offerings and private offerings (stock, convertible securities and rights, trust preferred securities), and PIPEs, to complex exchanges of securities and the development of specialized securities and derivative financial instruments. We provide counsel on the full range of corporate governance and compliance issues for public companies, such as Sarbanes-Oxley compliance, '34 Act reporting, insider trading compliance, investor relations, public communications and compliance with and exemptions from investment company laws.

Most industries are represented by our current client base in this practice and our clients range from emerging growth companies to multi-national public companies. We also represent numerous financial institutions, investment banks and venture capital firms.

Representative Engagements by Howard Rice Attorneys

Howard Rice has served as primary outside counsel for The Charles Schwab Corporation for many years. Initially, we helped to form the current company as part of our representation of the management of Charles Schwab & Co. in their leveraged purchase of the nation's leading discount broker from Bank of America Corporation. We represented The Charles Schwab Corporation in its initial public offering, and numerous securities transactions, including the preparation of a Universal Shelf Registration on Form S-3, and the registration of $750 million of medium term notes. The firm continues to provide counsel on a full range of corporate issues, including corporate structuring and governance, tax, securities laws compliance, regulatory advice, and public company reporting obligations.

We serve as principal outside counsel to Digital River, Inc. Our attorneys provide ongoing general corporate advice on matters that include corporate governance and securities law compliance. We represented the company in its initial and follow-on public offerings, convertible debt Rule 144A offerings, and universal shelf registration on Form S-3, as well as in numerous acquisitions.

The firm represented PlanetOut Inc. in its initial public offering in 2004, and in its subsequent acquisitions of LPI Media Inc. and RSVP Productions in 2005. We continue to act as PlanetOut’s primary outside counsel.

The firm has represented PalmSource, Inc. (now named ACCESS Systems Americas, Inc.) as its primary outside counsel. We worked with PalmSource during its spin-off from Palm, Inc., and subsequent public offering of common stock. In 2005, we represented PalmSource in its acquisition by Access Co., Ltd., a Japanese company. We continue to advise the company on a broad range of intellectual property issues common to technology companies.

Howard Rice has extensive experience in initial public offerings in a broad range of industries from technology, to life sciences, to media, to retail and consumer products, to financial institutions. Our attorneys have taken numerous companies public, including The Charles Schwab Corporation, Immune Response Corporation, Biocircuits Corporation, NextCard, Inc., Digital River, Inc., Iwerks Entertainment, Inc., PalmSource, Inc., NetPerceptions, Inc., CV Therapeutics, Inc. and Maxtor Corporation.

Howard Rice attorneys act as counsel to a number of investment banks in numerous initial and follow-on public offerings. These have included: Pacific Growth Equities, LLC for La Jolla Pharmaceutical Company, Dyax Corporation and Pharmacyclics, Inc.; Exar Corporation, General Motors Acceptance Corporation, Integrated Silicon Solutions, Inc., SuperGen, Inc. and American Superconductor Corporation; Citigroup Global Markets Inc. for CNET Networks, Inc.; and J.P. Morgan Securities, Inc. for Lexar Media, Inc., NPS Pharmaceuticals, Inc. and May Department Stores Company.

Representative Clients

  • ACCESS Systems Americas, Inc. (formerly known as PalmSource, Inc.)
  • Blum Capital Partners
  • BPL Global, Ltd.
  • Citigroup Global Markets
  • Digital River, Inc.
  • Duff Ackerman & Goodrich, LLC
  • Longs Drug Stores Corporation
  • Pacific Growth Equities, LLC
  • PlanetOut Inc.
  • Recology (formerly Norcal Waste Systems)
  • Ritchey Design, Inc.
  • The Charles Schwab Corporation
  • Thomas Weisel Partners LLC
  • Tower Semiconductor, Ltd.
  • Wells Fargo & Company

Related Groups