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Schnader’s Securities Team delivers decades of experience in representing the following:

  • Companies seeking public and private capital
  • Venture capitalists and strategic investors
  • Investment bankers
  • Securities professionals

Schnader brings to the complex securities area many attorneys with diverse backgrounds in onshore and offshore capital formation, the structuring and offering of sophisticated and derivative securities, and organization and operation of clients within the securities industry. Our attorneys come not only from legal backgrounds but also from the Securities and Exchange Commission (SEC) and in-house positions in a wide variety of companies.

The Client Advantage

  • Experience
  • Direct access to senior counselors
  • Access to regulatory organizations
  • Diverse industry and geographical presence, enabling cost-effective representation
  • Proprietary database for capital formation

Client Financing

Our clients include private and public companies, from emerging startups to global Fortune 500 companies, based in the United States and worldwide. We have represented virtually every major sector in securities matters: manufacturing, distribution, retailing and consumer goods, telecommunications, health care, insurance, financial services, e-commerce, transportation, publishing, entertainment, energy, medical devices and biotechnology.

We have experience in complex capital formation areas, such as private placements for emerging companies, involving integration of preferred rights of various rounds of investors; more advanced private offerings involving equity, tiers of debt or mezzanine financings; institutional financings effected under SEC Rule 144A; “Reg S” offshore financings; PIPEs; financing of mergers and acquisitions, leveraged management buyouts and corporate restructurings; financing domestic and international joint ventures and other complex transactions.

Our Firm maintains its own venture capital database, listing contacts of our attorneys with sources of capital for a wide variety of industries and in various locales. At the same time, we maintain close relationships with venture capital intermediaries and direct venture capital sources in order to maximize financing opportunities.

The Firm’s attorneys have undertaken initial public offerings and secondary offerings in a wide variety of industries, and members of the team continually lecture and publish in these areas. The Firm sponsors and participates in a variety of organizations where capital formation may be facilitated; the Eastern Technology Council, the Greater Philadelphia Partnership for Economic Development and the MIT Enterprise Forum are typical of our Firm’s involvements.

Representing the Public Company

Representing entities with publicly held securities has never been more complex. Our experience bridges the technical requirements of compliance with the Securities Exchange Act of 1934 (as those requirements bear upon both corporate and officer/director reporting) and encompasses counseling of boards of directors and audit and compensation committees on matters of particular shareholder sensitivity.

Our team, in conjunction with the Firm’s Litigation Services Department, has had experience in the sometimes difficult litigation aspects of public company securities matters: tender offers, going private transactions and shareholder derivative claims.

Representing Investors

We represent venture capital investors and strategic investors in a wide variety of industries. We work with our colleagues in Schnader’s Intellectual Property Practice Group, if such an investment involves evaluating technology and its protection. Additionally, through the use of our venture capital database, we attempt to match resources and needs, whether for a company looking for capital or for an investor looking for an investment opportunity.

Representing the Securities Industry

Our team has had significant experience representing underwriters, broker dealers, placement agents and investment advisors in:

  • Fulfillment of their roles in connection with private placements and public offerings;
  • Compliance matters arising from the sale of securities; and
  • Regulatory matters involving alleged violations of SEC and SRO rules and regulations.

We have formed and counseled brokerage firms, bank securities subsidiaries, broker dealers and investment advisors that offer both face-to-face and online services, and have helped them obtain requisite regulatory approvals. When problems arise, we have represented, at both the administrative and court levels, securities firms in a wide variety of matters, including claims based upon the violation of applicable broker-dealer regulations (know your customer, churning, breach of fiduciary duty and the like).

The Technology Connection

Schnader has its own Intellectual Property Practice Group that covers virtually every scientific discipline. The Securities Team works closely with the Firm’s technologists in evaluating, describing, protecting and defending intellectual property rights, including patent rights, of its client companies or of the companies in which its clients propose to invest. Our ability to merge business, securities and technological knowledge eliminates risks of miscommunication, increasing the speed and efficiency of representation.

Our Attorneys

Albert S. Dandridge, III

Albert S. Dandridge, III

215-751-2178

Philadelphia, PA

adandridge@schnader.com

 215-751-2178 Philadelphia, PA
Sarah Hewitt

Sarah Hewitt

212-973-8123

New York, NY Philadelphia, PA

shewitt@schnader.com

 212-973-8123 New York, NY Philadelphia, PA
David Smith

David Smith

215-751-2190

Philadelphia, PA

dsmith@schnader.com

 215-751-2190 Philadelphia, PA

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The Higher Calling Of The Law Requires...

Inclusion. When Pennsylvania Attorney General William Schnader left politics and sought to return to private practice in Philadelphia, he discovered that no major Philadelphia law firms would hire his protégé, Bernard Segal, a Jewish attorney. In response, in 1935, William Schnader, Bernard Segal and Francis Lewis formed a new law firm, Schnader & Lewis -- the first religiously integrated law firm in Philadelphia.

Innovation. Because Schnader was religiously integrated from its founding, many local clients in the Philadelphia area would not retain the firm in the 1930s and 1940s. Accordingly, the firm sought to represent larger, national companies.

Vision. Firm founder William Schnader was president of the National Conference of Commissioners on Uniform State Laws, which drafted and developed the Uniform Commercial Code. He successfully campaigned for the Code's adoption in 49 states.

The pursuit of freedom. At the request of President Truman, firm founder Earl Harrison, as Commissioner of the Immigration and Naturalization Service, toured displaced persons camps at the end of World War II and recommended to the President that displaced persons in Europe be permitted to resettle in Palestine. His report was a major factor that led to American support for the establishment of Israel.

The pursuit of justice. Firm founder Earl Harrison testified on behalf of an African-American student denied entry to the University of Texas School of Law because of his race. The case challenged the "separate but equal" doctrine, as applied to state law schools and laid the foundation for Brown v. Board of Education. The Supreme Court eventually overturned the lower courts' decisions and ordered the University of Texas to admit qualified black applicants.

Courage. Firm founder Bernard Segal convinced the Philadelphia bar to defend nine accused Communists pro bono. The defendants were convicted but their cases were thrown out on appeal. As a result, the Justice Department abandoned Smith Act prosecutions across the country.

The pursuit of justice. When George Wallace threatened to block integration of the University of Alabama, Schnader’s Bernard Segal drafted a statement in opposition. He and Jerome Shestack called lawyers all over the country requesting their support. The statement was published in the Birmingham News with 53 prominent lawyer signatories and provided support for President Kennedy's Executive Order federalizing the Alabama National Guard.

The pursuit of justice. In the wake of George Wallace's efforts to impede the integration of the University of Alabama, and at the urging of Schnader’s Bernard Segal, President Kennedy convened 244 lawyers at the White House to ask them to move the battle for civil rights and racial equality to the courts. The Lawyers’ Committee for Civil Rights Under Law was born and Jerome Shestack became its full-time executive director while continuing to practice at Schnader.

Inclusion. Firm founder Bernard Segal was chair of the ABA’s Committee on the Federal Judiciary. He advocated the appointment of federal judges of all genders and races.

Inclusion. Firm founder Bernard Segal was the first Jewish person to serve as Chancellor of the Philadelphia Bar Association. He encouraged the bar into public service and expanded its racial horizons.

Inclusion. Schnader was one of the first major Philadelphia firms to hire a female attorney.

Diversity. Schnader was a founding member of the Philadelphia Diversity Law Group, which aims to increase the number of diverse attorneys in-house and in private practice.

Inclusion. The firm appointed Albert Dandridge as Chief Diversity Officer and charged him with increasing and developing our bench of diverse attorneys.

Service. The firm adopted Caton Village (now closed), a halfway house for women in Philadelphia, where we provided free legal clinics and social and educational activities for its residents.

Service. Schnader lawyers regularly represent undocumented children who were abused or abandoned by their parents. We help these children obtain guardians, stop removal proceedings, and begin the path to citizenship.

Service. As U.S. veterans waited an average of four years for a ruling on the denial of their disability benefits, Schnader attorneys led a campaign advocating for a solution to address the backlog.

The pursuit of justice. Schnader attorneys represented Guantanamo Bay detainees, advocating for fair treatment and due process against a byzantine legal landscape.

Service. With a nonprofit partner, Schnader attorneys and staff designed and taught a pilot life skills seminar for young adults aging out of the foster care system. The program included lessons on securing vital documents, opening a bank account, looking for jobs and going to an interview.

Service. Schnader attorneys help middle school students in Pittsburgh set up a youth court, prepare for mock trials and draft a bill of rights for their school. The students learn about Constitutional law, advocacy and restorative justice from participating in these programs.

Service. Bernard Segal, a founder of the firm, believed that Schnader's hallmark is its "dedication to the higher calling of the law," which he defined as "the lawyer's obligation to assume an active role in the pursuit of a just and ordered society, in helping to solve the emerging problems of social, economic and political importance, and to serve the public as his or her client, as she or he would serve a full-paying client."

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