Kenneth S. Goodwin has practiced securities and corporate law for over 30 years.
Mr. Goodwin started his career as an attorney with the Division of Enforcement of the Securities and Exchange Commission, first in the Chicago Regional Office from 1975 through June 1977 and thereafter at the agency's Washington, D.C. headquarters through April 1980. Since entering private practice, he has guided numerous domestic and foreign companies through the public offering process, and has represented the underwriters of securities as well. Mr. Goodwin's services in this include preparing registration statements and related prospectuses, negotiating underwriting and placement agency agreements, applying for listing on securities exchanges and responding to comments from the Securities and Exchange Commission, self-regulatory organizations and state securities agencies.
In addition, Mr. Goodwin advises issuers and placement agents on all aspects of private offerings of securities. He also represents clients in reverse merger and PIPEs (private investment in public equity) transactions.
In the area of securities law compliance, Mr. Goodwin regularly counsels publicly-held companies on their obligations under the Sarbanes-Oxley Act of 2002 and the related corporate governance rules of the various national securities exchanges, including such matters as director independence and implementation and documentation of corporate governance procedures and controls. He also assists clients in preparing their periodic reports, proxy statements and other filings required by the Securities Exchange Act of 1934, and otherwise complying with the disclosure provisions of the federal securities laws. He frequently advises clients on compliance with the beneficial ownership reporting requirements and related matters arising under Section 16 of the Exchange Act.
Mr. Goodwin also provides general corporate and/or special securities advice to a wide range of publicly-held and private clients. In addition to his involvement in reverse mergers/PIPEs, he represents companies in mergers and acquisitions, including business combinations which require the filing of a proxy statement/registration statement with the SEC.
Mr. Goodwin is admitted to practice in New York and Illinois and is a member of the Association of the Bar of the City of New York and the American Bar Association. He is a graduate of Colgate University (B.A. 1971) and Georgetown University Law Center (J.D. 1975)