At last count, our firm represented eight of Atlanta's top 150 public companies, four of Georgia's top 50 private companies, and five of Atlanta's fast-tech 50 companies (Source: Atlanta Business Chronicle Book of Lists). Rollins, Inc., Sysco Corporation, RPC, Inc., and CryoLife, Inc. are among the New York Stock Exchange listed companies we represent as general counsel. Our NASDAQ listed clients include First Horizon Pharmaceutical Corporation, Buckhead America Corporation, Isolyser Company, Inc., the Profit Recovery Group International, Inc., Checkfree Holding Corporation, CareCentric, Inc., Kimmins and others. We also represent Marine Products, Inc., which was recently spun off from RPC, Inc., and is listed on the American Stock Exchange; Horizon PCS, Inc., a company whose equity securities are not publicly traded, but which issued $295 million of principal amount of subordinated notes and related warrants which were registered, and may be traded; and its parent corporation, Horizon Telcom, Inc. which is a public company.

Arnall Golden Gregory's Securities Practice Group provides a complete range of securities-related legal services, including representation of:

• Companies and underwriters in connection with initial and follow-on public offerings;
  
• Publicly held companies in connection with their ongoing SEC filings and compliance;
  
• Public companies considering tender offers, mergers, and going private;
  
• Businesses seeking to raise capital by means of private offerings;
  
• Publicly and privately held businesses in the areas of corporate governance, transaction planning, and risk management;
  
• Privately held businesses considering sales to public companies; and
  
• Officers, directors and large shareholders in connection with share dispositions and hedging transactions.

Customary services to companies in connection with public offerings include:

• Implementing changes in corporate structure, including recapitalization and the possible adoption of "poison pills," classified terms for directors, advance notice by-law provisions, and indemnification agreements.
  
• Advising management and investors on the "quiet period" and publicity efforts, including the "road show;"
  
• Drafting the registration statement and the related "red herring" and final prospectuses.
  
• Negotiating the underwriting agreement, including details of customary representations and warranties, closing conditions, the "Green Shoe" over-allotment option, indemnification and contribution provisions.
  
• Filing of the registration statement, responding to SEC comments, SEC effectiveness, and coordinating the entire process with the company, the lead underwriters, co-managing underwriters, underwriters' counsel, the company's independent public accountants, and the financial printer.
• Implementing employee stock plans such as incentive stock option plans, non-qualified stock option plans, employee stock purchase plans, phantom stock and related equity compensation arrangements.
• Coordinating with key shareholders and any selling security holders, including handling the details of customary "lock-up" agreements.
• Preparing the filings required to be made by officers, directors and significant shareholders of each public company.
  
• Obtaining the listing of securities for trading on the appropriate exchange.

The Securities Practice Group has recently advised more than fifteen publicly held companies in handling their legal obligations to their shareholders and the public, as well as the requirements of the SEC, applicable securities exchanges, and state Blue Sky laws. In addition to routine securities filings and advice, services provided to these public companies included:

• Represented a pharmaceuticals business in one of the five most successful IPOs in the year 2000, as well as a follow-on underwritten offering in 2001.
• Advised on public securities transactions well in excess of $5 billion since June 1, 2000, including several public offerings of common stock, several mergers of public companies, and offerings of liquid yield option notes.
• Advised a NYSE-listed company on possible authorization of tracking stock.
• Assisted in updating securities-related compensation plans, including employee option plans, plans for independent directors, and employee stock purchase plans.
• Assisted in responding to SEC, NYSE and CBOE informal investigations.
• Assisted NASDAQ-listed and NYSE-listed companies in responding to exchange inquiries related to possible delisting of shares, including in-person representation at hearings on the subject.
• Advised Boards of Directors as to their fiduciary duties regarding material transactions, including the sale of the business, SEC enforcement activity, possible hostile takeovers, and stock repurchases. Assisted in several Board or Board Committee supervised investigations.
  
• Advised a special litigation committee of the Board of Directors on the possible dismissal of a derivative lawsuit based on allegations of inadequate disclosure in connection with a public offering and related recapitalization of a multi-billion dollar company.
  
• Advised on difficult disclosure issues arising under SEC Regulation FD.
  
• Represented a NYSE-listed company in connection with the tax-free spin-off of a division, including listing that company's shares on AMEX.
  
• Represented a wireless telecommunications company in connection with a placement under Rule 144A of $295 million of senior subordinated discount notes and associated warrants, including negotiation of the related indenture and placement agreement.
  
• Represented an Ohio-based wireless telecommunications company in an SEC registered exchange offer.
  
• Represented a NYSE-listed company in a successful SEC-registered tender offer to acquire the outstanding shares of another NYSE-listed company.
  
• Negotiated of engagement letters with investment bankers on behalf of issuers in connection with both "buy side" and "sell side" engagements, as well as "fairness opinion" letters.
  
• Advised to public companies incorporated in Great Britain, Ireland, Israel, and India on United States securities issues, including SEC filing requirements, disclosures, insider trading policies, and applicability of regulations.
  
• Advised affiliates of public companies as to whether and when they may sell shares, emphasizing compliance with Rules 144 and 10b-5, and avoiding liability under the "short-swing profits" rules.
  
• Advised several stockholders in connection with entering into collars, straddles and other hedging transactions designed to preserve or realize the economic value of their shareholdings while potentially deferring taxation and without resorting to open market sales.
  

>	Attorneys in this area
	B. Joseph Alley, Jr. Anthony L. Duncan Robert F. Dow T. Clark Fitzgerald - Practice Leader		Stephen D. Fox Jennifer R. Hardy Jeffrey B. Stewart