Our business attorneys provide counsel and services related to federal and state securities laws and regulations for public and privately owned companies, individual investors, investment advisors, broker-dealers, insurance companies and corporate officers.
We provide legal services and assistance in connection with:
Planning and implementing public offerings of securities (including drafting and filing registration statements for initial and secondary public offerings)
Private placements and other exempt offerings of securities
Resales of restricted securities
Sales of securities by insiders
Compliance with Securities and Exchange Commission (SEC) reporting requirements
Proxy solicitations
Broker-dealer registration
Registered broker-dealer compliance
EXPERIENCE MATTERS
Division Purchase of Publicly Held Company
Represented a management team in purchasing a division of a publicly held company in the financial services sector, including a private equity raise and related bank facility.
Employee Stock Plans
Assisted the client with private offering exemptions for employee stock plans.
HUD Refinancing, Section 232
Refinance of term loans on 7 existing nursing homes in Alabama with HUD insured loans and restructure of working capital line with accounts receivable lender. Corporate restructure to accommodate HUD Master Lease requirements, negotiated intercreditor agreement with HUD and AR lenders, review and opine on loan documents.
Mergers & Acquisitions
Handle the M&A work and SEC reporting for the fourth largest medical malpractice insurer in the U.S.
Acquisition
Handled cash sponsored demutualization of Medmarc Mutual in which Medmarc was converted from a mutual insurer with its member policy holders receiving cash funded by ProAssurance through purchase of all of Medmarc's newly issued shares. Prepared and negotiated acquisition agreement, regulatory approval of Vermont Insurance Dept, tax advice, HSR anti-trust filing.