Practice/Industry Group Overview
Securities Offerings. Industry leaders and growth companies rely on us to help access the capital markets to fuel growth or provide investor liquidity. We represent companies in all types of securities offerings and general finance activity, including:
- Follow-on offerings and shelf registrations
- Registered Direct and Confidentially Marketed Public Offerings
- Committed Equity Lines
- PIPE transactions and other private placements
- Rule 144A offerings and exchange offers
- High yield and convertible debt offerings
- Debt exchanges and other restructurings
- Cross-border and non-US offerings
We handle these complex offerings efficiently and with the sophistication needed for successful execution. During the last few years, we have helped our clients raise billions in capital market transactions.
A significant part of our practice is preparing companies for, and guiding them through, successful capital raising opportunities. For our private company clients, this includes preparation for potential liquidity events, such as getting ready for a successful IPO and life as a public company or for an acquisition. Our extensive work for venture capital firms, private equity firms and other financial institutions gives us insight into the unique perspectives of these investors towards securities offerings of a portfolio company and the latest trends in capital market financings. We understand the time-sensitive nature of market windows and the imperative of attention to client needs and deal execution for success.
We also represent the underwriters and placement agents that participate in these offerings.
Below are some examples of how we help our clients:
- We have taken leading companies in the telecommunications, life sciences and technology industries public.
- We regularly represent companies in follow-on public equity offerings, including using shelf registration statements (including secondary and acquisition shelves) and executing “overnight” shelf take-downs—both underwritten and as registered direct offerings. We have also handled PIPE financings of equity and convertible debt for many clients.
- We have represented Lamar in the issuance of over $1 billion in high yield notes in 144A offerings and TECO Energy in over $750 million in notes offerings.
- We represent underwriters and placement agents, such as Oppenheimer and Leerink Swann, in PIPEs, RDOs, CMPOs and other registered securities offerings.
Public Company Counseling. We are at the forefront of advising publicly traded companies and their directors and officers on complying with regulatory requirements and the evolving best practices in disclosure and corporate governance. This includes advising on governance under the Sarbanes-Oxley and Dodd Frank Acts. We also counsel independent board committees in change in control and affiliate transactions and in connection with regulatory matters and shareholder litigation.
Clients for whom we regularly act as outside counsel include industry leading publicly traded companies such as Atlantic Tele-Network, Axcelis Technologies, Dyax Corp., Dynasil Corporation, Enanta Pharmaceuticals, Lamar Advertising Company, NewStar Financial, Perfumania Holdings, PTC and TECO Energy.
In addition to capital raising transactions and corporate governance matters, our clients look to us for sophisticated advice on topics such as:
- Public and private tender offers
- Disclosure and SEC reporting requirements
- Mergers, acquisitions and dispositions
- Shareholder rights’ plans, proxy contests and anti-takeover planning
- Internal investigations and enforcement actions
- Executive compensation and severance
- ERISA and other employee benefits
- Securities trading by directors and officers
- Resale of restricted securities
- Stock repurchases and financial restructuring
Articles Authored by Lawyers at this office:
SEC Proposes CEO Pay Ratio Disclosure Rule
Kenneth Marx,Eugene W. McDermott, October 03, 2013
The SEC issued a proposed rule on September 18, 2013, that would require most public companies to report the ratio between the annual total compensation of its chief executive officer, or CEO, and the median annual total compensation of all of its employees. Under current SEC rules, public...
Funds to Benefit From New Custody Rule Exemption for Private Securities
Meaghan L. Sanders,Heather M. Stone, August 13, 2013
The Securities and Exchange Commission, Division of Investment Management, recently issued an IM Guidance Update (the “Guidance Update”) setting forth new interpretative guidance under the Investment Advisers Act of 1940, as amended (the “Advisers Act) to registered investment...
Key Changes to the UK Takeover Code - 30 September 2013
Shawn E. Atkinson,Andrew Overend, August 07, 2013
On 30 September 2013, a number of significant changes to the UK Takeover Code (“Code”) will come into effect. Although these changes are not sweeping reforms like the September 2011 Code changes, they are significant and relate to profit forecasts, statements about potential synergies...