Watkins Ludlam Winter & Stennis, P.A.

Over the past three decades securities practice has been a major part of our business at Watkins Ludlam Winter & Stennis, P.A. We have handled billions of dollars of equity and debt offerings, including initial public offerings and other SEC registered securities offerings, as well as private placements and other exempt offerings.

Especially in the current environment, companies need an experienced hand to guide them through securities law compliance issues. With the advent of the Sarbanes Oxley Act of 2002, every public company faces an increasingly complex set of SEC requirements and regulations that require continuous monitoring and preparation of reports and documents. The need for experienced securities counsel has never been greater.

We have represented several Mississippi-based public companies in complying with the federal securities laws and the listing standards of the NYSE and NASDAQ. Moreover, due to the substantial experience of our attorneys, our Firm is capable of going beyond technical compliance and identifying for our clients the "best practices" among public companies across the spectrum of corporate conduct. To best represent our clients, we learn and understand our clients' businesses and industries so that we can be in a position to respond promptly, expertly and effectively to their respective legal needs.

We also have extensive experience in representing broker dealers in compliance and regulatory matters, as well as dealing with issues under the Investment Advisers Act and the Investment Company Act.

Some examples of securities-related legal services we have provided to our clients include the following:

• Assisting with private and public offerings, including initial public offerings.

• Advising public companies on a full array of corporate governance issues, such as board of directors composition, board committee functions, and director and executive officer compensation.

• Closely monitoring and keeping our public company clients updated on important changes in the federal securities laws, such as the Sarbanes Oxley Act of 2002 and the related SEC rules.

• Advising public companies on the securities law implications of business acquisitions and dispositions.

• Assisting public companies in preparing the various reports and documents that they are required to file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10K, current reports on Form 8-K, proxy statements, and annual reports to stockholders.

• Preparing or reviewing the Section 16(a) reports on Forms 3, 4 and 5 that the directors, officers, and significant stockholders of public companies are required to file with the SEC with respect to their ownership of securities.

• Rendering legal opinions relating to transfers of restricted securities by the stockholders of public companies.