Jonathan Guest concentrates his practice in corporate and securities law including debt and equity finance (public and private offerings including shelf regulations, registered direct offerings, PIPEs and rights offerings), corporate governance (Sarbanes-Oxley compliance), and domestic and cross-border mergers and acquisitions. He has also advised early-stage companies concerning matters of entity selection, capital structure, "angel" and venture capital finance, secured loans, executive compensation, intellectual property protection, and technology licensing. Jonathan's clients include publicly-traded U.S., Canadian, U.K. and Australian companies involved in pharmaceuticals and drug development, oil and gas as well as natural resource exploration and production, and commercial real estate. He has also advised companies engaged in telecommunications, e-commerce, and software. Jonathan has extensive experience with federal and state securities law matters encountered by foreign companies seeking to raise capital and have their securities traded in the United States. Prior to joining McCarter & English, Jonathan was a partner at one of the largest international law firms.
Mr. Guest has been selected as one of Massachusetts Super Lawyers for 2004-2011.
Memberships & Affiliations
Board of Directors, Hereditary Disease Foundation, 2007-present
Member, New England-Canada Business Council
Board of Trustees and former President, Massachusetts
Congregational Fund, a professionally managed $30,000,000 fund of church endowments, 1993-present
Board of Directors, American Congregational Association, 2005-present
Member, American, Massachusetts and Boston Bar Associations
Co-Chair, Corporate Law Committee, Boston Bar Association, 1999-2003
Distinctions
Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2008 and 2009 editions
Ranked AV® Preeminent™ 5.0 out of 5
Representative Matters
$120 million registered cross-border universal shelf offering by Canadian natural resource company operating in China (NYSE and TSX).
$500 million Rule 144A offering by U.K.-based investment fund focused on ownership and development of Ukraine commercial and residential properties with shares to be listed on NYSE Euronext (adverse market conditions prevented completion).
€300 million global IPO and Rule 144A offering by U.K.-based owner of German commercial properties and listing on the AIM of the London Stock Exchange.
€400 million global IPO and Rule 144A offering by U.K.-based owner of German retail properties and listing on the AIM of the London Stock Exchange, and €270 million global and Rule 144A follow-on offering.
$300 million cross-border PIPE followed by two $100 million private placements by a Canadian natural resource company (TSX and NYSE).
$45 million aggregate financing (public and private offerings) of U.S. public drug development company.
$40 million cross-border "bought deal" offering by Canadian natural resource company (TSX).
$41 million aggregate PIPEs of common stock, debentures and warrants for drug development company (AMEX).
$60 million cross-border "bought deal" offering of common shares by Canadian natural resource company (TSX and AMEX).
$100 million cross-border public offering by Canadian natural resource company (TSX and AMEX).
$30 million aggregate rounds of preferred stock, subordinated notes and senior credit financing to private international proprietary battery production company.
NYSE and AMEX listing of U.S. and foreign companies.
Unsolicited tender offer by Canadian natural resources company (NYSE) for U.S. target company.
$1 billion acquisition of Canadian natural resources company (TSX and AMEX) by U.S. based Company (TSX and NYSE).
$35 million sale of inventory by Australian company to U.S. public company (NYSE) for stock consideration.
$70 million acquisition by public company (Nasdaq) of private company engaged in production and internet delivery of images to design professionals.
$30 million acquisition of offshore properties for cash and stock of U.S. oil and gas exploration and production company.
$27 million sale of Finnish telecommunications company stock to U.S. acquirer.
$12 million sale of assets of international wholesale distributor of consumer electronics to U.S. retail company.
Reverse merger of private drug development company into public "shell" company.
News
02/23/2010, Continued Growth for McCarter & English's Corporate Practice in Boston with the addition of Jonathan Guest
Speaking
10/07/10, Business and Legal Considerations for Foreign Investments
Jonathan Guest
International Bar Association - Vancouver
September 2007, U.S. Securities Law As Applied to Foreign Companies Accessing U.S. Capital Markets
Jonathan Guest
London, England
November 2006, Finance Terms and Negotiation Strategies for Foreign Technology Companies Seeking U.S. Venture Capital
Jonathan Guest
June 2006, U.S. Accountancy Professionals on Fundamentals of U.S. Securities Law
Jonathan Guest
2004, Chapter 156D and Privately Held Companies
Jonathan Guest
MCLE, Inc.
June 2003, Sarbanes-Oxley: Planning for the Year Ahead - A Briefing for Senior Executives
Jonathan Guest
Publications
05/08/12, Sussing Out Regulations A And D Of The JOBS Act
Jonathan Guest
Law360
04/26/12, JOBS Act May Make it Easier for Emerging Companies to Raise Capital
Benjamin M. Hron
M&E Emerging Business Alert
October 2008 & May 2009, Advising Start-Up Companies on Corporate Formation and Early Stage Finance
Jonathan Guest
Massachusetts Bar Association