Hinckley Allen’s Securities Group offers sophisticated advice on all aspects of federal and state securities law and regulation. Specific services include:
– Equity & Debt Offerings - Public, private and 144A offerings of equity, debt and other securities – including IPOs, follow-on offerings, secondary offerings, venture capital and private equity financings, and private investments in public equities (PIPEs)
– Mergers & Acquisitions - Public and private mergers, stock and asset transactions, tender offers, exchange offers, LBOs and other change-of-control transactions
– Recapitalizations - Recapitalizations, reclassifications, reorganizations, spin-offs, split-offs, roll-ups, rights offerings and similar transactions
– Going Private Transactions - Corporate and securities advice for public companies going private
– Bankruptcy Reorganizations - Securities law issues arising in bankruptcy reorganizations and Section 363 sale transactions
– Cross-Border Transactions - Cross-border transactions, including acquisition transactions that are exempt under U.S. securities laws and off-shore Regulation S placements
– Shareholder Campaigns - Proxy contests and activist and dissident shareholder campaigns
– Executive Compensation Matters - Advice regarding employment agreements; SEC and stock exchange disclosure and regulations; employee benefits; equity compensation plans; compensation committee counseling; tax, 409A and 280G issues; and best practices
– Securities Exchange Act - Public company compliance under the Securities Exchange Act of 1934 and applicable stock exchange rules – including periodic and current reporting (10-Ks, 10-Qs and 8-Ks), proxy and information statements, Section 16 compliance (Forms 3, 4 and 5) and Section 13 beneficial ownership reporting. Additionally, the firm is a Designated Advisor for Disclosure (DAD) with the OTCQX U.S. and International markets.
– Investment Company Act - Public and private investment company registration (or exemption) and compliance under the Investment Company Act of 1940
– Public Finance Transactions - Counsel to underwriters, issuers, borrowers, bond funds and corporate trustees in tax-exempt financings throughout the United States – assisting in all aspects of public finance, including federal and state tax issues, securities matters and derivatives transactions
– Broker-Dealer and Investment Adviser Matters - Advice regarding broker-dealer and investment adviser registration and compliance
– Corporate Governance - Advice regarding SEC and stock exchange governance regulations, board organization, board committee charters, fiduciary duties, governance guidelines, whistleblower policies and best practices
– Resales of Restricted Securities - Counsel regarding the resale of restricted and control securities under Rule 144, insider trading policies, registration rights and Rule 10b5-1 plans
– Litigation - Representation of issuers, underwriters, directors and officers in numerous securities law matters, including securities fraud class actions, insurance class actions, shareholder derivative suits, whistleblower litigation, ownership and partnership disputes, and SEC and internal investigations
Who We Serve
We advise issuers, underwriters, investors, corporate officers and directors on all aspects of securities law. Our clients include public and private corporations, partnerships, and limited liability companies as well as executives and entrepreneurs in a wide variety of industries.
Hinckley Allen’s Securities Group serves a wide variety of organizations, as well as Boards of Directors, including:
– Public Companies - We advise public companies on SEC and stock exchange regulations, mergers & acquisitions, financing transactions, disclosure obligations, corporate governance, fiduciary duties, compensation issues, activist shareholders, and other legal issues.
– Private Companies - We assist with the organization and funding of private companies, the establishment of equity plans and other compensation arrangements, acquisitions & dispositions, and general business advice.
– Financial Institutions - We advise banks and other financial institutions on mergers and acquisitions, public offerings, securities law matters, conversions, and de novo formations.
– High-Tech Companies - We represent high-technology companies at various stages in the corporate lifecycle, from early-stage funding to follow-on offerings as a public company.
– Municipalities, State Agencies and Other Governmental Units, and State Universities and Other Public Authorities - We advise municipalities, state agencies and other governmental units, and state universities and other public authorities on bond transactions, counseling on disclosure documents, tax issues, and securities law matters.
– Investment Advisers - We represent investment advisers on initial registration and licensing requirements and concerning ongoing federal and state regulatory compliance.
– Broker-dealers - We represent broker-dealers in connection with underwritten offerings and private placements and advise on regulatory issues relating to the SEC and FINRA.
– Venture Capital & Private Equity Funds - We advise venture capital and private equity funds on their portfolio investments.
Below is a sampling of projects undertaken by the Securities Group.
– Advised Farmington Bank on the initial public offering process, corporate governance issues related to public company status, and all necessary regulatory applications
– Advised Rockville Bank on the secondary public offering process, corporate governance issues related to full public company status, and all necessary regulatory applications
– Represented Fieldpoint Private Bank & Trust in the acquisition of the membership interests of a registered broker-dealer and the stock of a registered investment adviser
– Represented NewAlliance Bancshares, Inc. in its sale to First Niagara Financial Group, Inc. for $1.5 billion in cash and stock
– Successfully defended Bancorp Rhode Island, Inc. in two proxy contests and negotiated standstill agreement with dissident shareholder group
– Represented Bancorp Rhode Island, Inc. in its sale to Brookline Bancorp, Inc. for $230 million in cash and stock
– Represented a nonprofit student loan provider in the restructuring and refinancing of $1.5 billion in frozen auction rate securities
– Represented a mezzanine debt provider in financing transactions aggregating $19.3 million and involving the issuance of preferred and common stock warrants by its target borrowers
– Served as U.S. counsel for off-shore private equity funds focusing on real estate development projects in South Africa
– Served as U.S. counsel for electric scooter company that listed on the London Stock Exchange's Alternative Investment Market (AIM)
– Represented telecommunications software provider in successive rounds of venture capital and private equity fundraising from domestic and off-shore investors
– Represented early stage robotics company in Series A venture financing
– Represented early stage clean energy services company in Series A venture financing
– Represented developer of a large scale international eco-tourism and conservation fund in designing cross-border operational strategies and multi-jurisdictional fundraising