Practice Areas & Industries: Holland & Hart LLP

Practice/Industry Group Overview
Holland & Hart performs securities work for a wide range of business clients. Our publicly-held clients range from well established companies to emerging corporations in the advanced technology industries.

Services Available

Federal Securities Law Compliance
We prepare periodic reports and proxy statements filed with the Securities and Exchange Commission under the Securities Exchange Act and registration of securities under the Securities Act. We also qualify statements for sales trust indentures under the Trust Indenture Act. We advise companies about public disclosure questions, insider trading, the Sarbanes-Oxley Act, corporate governance, the Foreign Corrupt Practices Act, mergers & acquisitions, and resales of unregistered securities. We advise clients on executive compensation and employee stock option and similar plans, including registration statements for such plans.

Listing of Securities; Corporate Governance
We assist clients in the listing of securities on the New York and American stock exchanges, Nasdaq stock markets and the over-the-counter markets. We advise these clients on compliance with the regulations of these markets, including whether shareholder approval is required for certain transactions and other governance matters.

Public Offerings
We represent our clients in public offerings of securities, both equity and debt (including municipal securities). We serve as counsel for both issuers and underwriters. We are involved in initial public offerings, secondary offerings, rights offerings and shelf registrations. Our projects have included a $250 million securitization of assets, a $15 million initial public offering of common stock by a dental practice management company, a $70 million offering of common stock by selling shareholders of an international air cargo carrier, a $40 million offering of trust preferred securities for a bank holding company, an $8 million initial public offering of common stock by a manufacturer of automobile soft tops, a $20 million offering by a biotechnology company, and a $12 million debt offering by a manufacturer of consumer products. Other projects involving acquisitions included the registration of $500 million of common stock for the acquisition of a medical equipment company, $130 million of common stock of a computer chip manufacturer for the acquisition of a software company, a $100 million merger of oil and gas companies, $86 million in securities of a nutritional products company, a leveraged buyout of a retail specialty wear business, a $70 million stock for stock acquisition by merger of a bank holding company in a friendly cash tender offer and second step merger.

We have acted as underwriters' counsel in a $30 million shelf registration of notes, a $15 million initial public offering for a uranium mining company, a $15 million common stock offering for a computer software company, and a $13 million common stock offering for a medical equipment manufacturer.

We have also worked PIPEs (the sale of "private investments in public equities") sold to private equity and hedge funds, with corresponding resale registrations.

Mergers & Acquisitions
We represent our clients in mergers and acquisitions of businesses and assets involving both public and private companies. We advise clients on responses to unsolicited takeovers. We prepare registration statements on Form S-4 for the issuance of securities in mergers, acquisitions and restructurings and proxy statements for shareholder meetings held to approve such transactions. We advise clients on the resale of securities received in acquisitions.

Blue Sky Laws
We prepare applications for registration of securities under the various state securities laws and advise clients on the availability of exemptions from registration under such laws.

Coordination with Other Holland & Hart Lawyers
We frequently coordinate our securities work with our tax, antitrust, commercial law, real estate, intellectual property, financial institutions, litigation and labor law lawyers. For example, we have represented clients in SEC investigations and, together with our litigation department, have participated in both prosecuting and defending cases under the securities laws. We also work closely with our natural resources, tax and real estate lawyers in designing domestic and international partnership agreements and joint ventures.