Law Offices of Ford C. Ladd
Securities, Corporate, Commercial Litigation, and Tax
We are committed to meeting our clients' needs, and provide effective, and sometimes innovative, solutions in areas that include:
-- Securities Law, advising businesses how to raise capital at the lowest costs, using securities and debt
offerings under the new Regulation A and D Amendments, 4(a)(2)
other private offering exemptions;
-- SecuritiesLitigation, representing investors, businesses, and officers and directors before federal and
state courts and agencies, as well as FINRA;
-- Corporate Business and Tax Law, selecting and structuring the best form of business entity and
transaction to meet client objectives, while minimizing taxes and meeting other regulatory requirements,
including Federal Acquisition Regulations and ITAR;
-- Corporate Governance, designing effective corporate compliance programs, and auditing existing internal
controls, to improve management efficiency, lower exposure to civil and criminal liability, and meet
government contract and exchange listing requirements;
-- Commercial Litigation, we defend and bring claims for breach of contract, breach of fiduciary duty,
unfair trade practices, and securities law violations before state and federal courts, FINRA, and
foreign courts and tribunals under the Hague Convention.
Mr. Ladd is recognized by peers as a "Super Lawyer" in Securities Litigation, Securities & Corporate Finance and Business Litigation, and is a leading advocate with Congress and the U.S. Securities and Exchange Commission for improving our capital markets while protecting investors. Mr. Ladd Chairs D.C. Bar Securities Law Committees, leads seminars with Members of Congress, SEC Commissioners, Senior SEC Staff and Internationally and Nationally recognized securities experts. Mr. Ladd drafted provisions in the JOBS Act and comments to the SEC that were adopted the SEC"s Whistleblower Regulations and the new Regulation A Amendments.
This firm was retained by the National Small Business Association to prepare an amicus brief supporting the SEC's new Regulation A Amendments in actions brought by States seeking to void preemption of State Blue Sky registration requirements. On June 14, 2016, the Circuit Court for the District of Columbia issued a judgment that rejected the States' challenge in Lindeen and Galvin v. SEC, Case Nos. 15-1149 and 15-1150 (D.C. Cir. 2016), which allows businesses to avoid the costs and delays imposed by State Registration requirements on primary offerings up to $50 Million under Tier 2 of Regulation A.
On November 17, 2016, Mr. Ladd reintroduced a proposal to the SEC Small Business Forum to recommend that the SEC use it rulemaking authority to preempt all primary and secondary sales of Regulation A/Tier 2 securities, and all registered securities under the 34 Act. This time, the proposal was adopted as proposed, and if followed by the SEC, will allow businesses to raise up to $50 Million under Regulation A, or up to $75 or $250 Million as a fully registered security, with lower costs similar to those for preparing sprivate offerings restricted to accredited investors. We congratulate the SEC Small Business Forum for approving these proposals for a second time because these changes will open the door for Regulation A and Smaller Reporting Company offerings to help increase economic growth and good-paying jobs, while enhancing investor protection.