Davidson & Shear,LLC provides legal advice to private and public companies in a broad range of industries through all stages of their development and capital raising activities, from start-up financing, initial public offerings, and follow-on offerings. We also represents issuers and investors in private placements of debt and equity, including offerings under Regulation D and Rule 144A, as well as Regulation S offerings. We also assist clients in their compliance with periodic public reporting and proxy obligations and ongoing disclosure obligations, including compliance with Regulation FD and insider trading rules.In addition, we have significant experience in mergers, acquisitions, dispositions, and restructurings of public and private companies. We have also handled stock repurchase programs, issuer and third party tender offers, and registered exchange offers. We represent issuers of securities, underwriters, selling stockholders, officers and directors, as well as institutional investors. Clients also retain us to represent them in enforcement and regulatory actions initiated by the SEC, stock exchanges, and the NASD. In summary, we represent clients in:

• Public reporting and disclosure obligations
• Initial and follow-on public offerings
• Private placements, including PIPEs
• Venture capital and private equity transactions
• Mergers and acquisitions
• Administrative and enforcement proceedings
• Securities litigation