Olshan serves as legal counsel to issuers, underwriters and investors in structuring, documenting and closing their most significant securities transactions and securities law matters more generally—guiding them through public offerings and private placements of both equity and debt securities as well as matters of securities law compliance.
A Long History of Excellence
Our Group has been actively involved in helping our clients tap the public capital markets for more than 50 years. We handle hundreds of securities issuances and debt financings each year for investors and for both our corporate clients and investment banking firms. We also regularly represent clients engaged in tender offers as to a variety of security types. Our work is distinguished by our ability to take on complex securities and corporate finance transactions as a midsized New York City firm and by the personal attention of our experienced senior level attorneys on each matter.
Knowledge, Experience and Results
With experience in market-leading transactional work, our attorneys regularly handle:
- initial public offerings (IPOs),
- secondary and follow-on offerings,
- PIPEs,
- Rule 144A note offerings,
- traditional and publicly solicited private placements,
- registered direct and at-the-market offerings (ATMs),
- Regulation A+ and crowdfunding offerings,
- tender offers,
- rights offerings,
- SPAC offerings, and
- venture capital transactions.
We employ sophisticated and innovative capital structures in these transactions to accommodate the interests of our varied clients. We guide our clients through the specialized regulatory processes of the SEC, FINRA, Nasdaq, NYSE and other regulatory organizations.
Our Group also provides a broad range of securities law advice and general business legal services, frequently in our role as external corporate counsel to publicly traded clients and other market participants such as leading investment funds. We provide management and boards of directors as well as traders with day-to-day guidance on SEC compliance, corporate governance (including stock market rules), insider trading issues, anti-takeover matters and stock trading plans, and assist in the preparation of SEC periodic reports, proxy statements and other required filings. In addition to publicly-traded companies, clients include brokers-dealers, registered investment companies and advisors, hedge funds, venture capitalists and real estate investment concerns.
Exceptional Service
Whether representing large multinational corporations or fledgling entrepreneurs, our attorneys take the time to get to know the clients, their businesses, aspirations and concerns to help them better formulate programs for investing, raising capital and strategic growth, identify and minimize business risks, and operate effectively within an evolving securities law landscape.
In recent years, a growing area of our expertise has been the regulation of cryptocurrencies and digital assets as, potentially, securities subject to U.S. federal securities laws. Since this area is governed by rapidly changing laws and regulatory decisions, our attorneys regularly advise crypto, metaverse and other new clients on related compliance and public disclosure matters under these laws.
We are extremely active in international or "cross-border" financing transactions. In this area, we have represented foreign corporations, investment banks and investors in both domestic and foreign transactions, as well as United States entities in foreign countries. The Group draws on a network of local counsels in foreign jurisdictions with whom our Firm has long-standing relations.
A Multi-Disciplinary Approach to Meet Our Clients’ Varied Needs
Considering the complexity of today’s securities transactions and regulatory framework, we frequently collaborate with lawyers from our Firm’s other practice groups including our Securities Litigation & Enforcement Group. This provides clients with incisive, up-front guidance on potential trading and ownership restrictions and judicial treatment of specific, proposed financing terms, contractual language and transaction structures.
Clients benefit from our team approach. As needed, we call on our Intellectual Property, Employee Benefits, Bankruptcy & Financial Restructuring, and Mergers & Acquisitions Law lawyers to ensure clients receive the most knowledgeable, solutions-focused advice on everything from stock option plans and other types of compensation arrangements to the protection of proprietary technology, and from acquisitions and dispositions of companies to corporate reorganizations and recapitalizations. We also work closely with our Shareholder Activism Practice in handling proxy and other corporate control contests.
Keeping Our Clients in the Know
Our popular Securities Law Blog provides clients with commentary and breaking news on the latest securities-related legal developments impacting established and emerging growth public and private issuers and investment banks, as well as company founders, entrepreneurs and investors.
The following are some of our representative matters:
- Represented P10, Inc. (NYSE: PX), an alternative asset management solutions provider, in its $240 million initial public offering (IPO) and listing on the New York Stock Exchange (NYSE).
- Represented Star Equity Holdings, Inc. (Nasdaq: STRR), a diversified holding company operating in healthcare and construction sectors, in a $14.25 million registered underwritten public offering. Maxim Group LLC acted as the sole book-running manager.
- Represented GAMCO Investors, Inc. (NYSE: GBL), an investment advisory company, in a tender offer for its subordinated debentures using a modified “Dutch auction” method. The tender offer was upsized to purchase $64.1 million of debentures, about 75% of the outstanding principal.
- Represented Nathan’s Famous, Inc. (Nasdaq: NATH), a renowned hot dog purveyor and restaurant operator, in a self-tender offer to repurchase 598,959 shares at $22.00 per share, totaling approximately $13.2 million, excluding tender offer-related fees and expenses.
- Represented Alleghany Corporation in a series of debt offerings totaling over $1.3 billion. Book-running managers include BMO Capital Markets Corp., Goldman Sachs & Co. LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities LLC and Morgen Stanley.
- Represented Blink Charging Co. (Nasdaq: BLNK), a leading owner, operator and provider of electric vehicle charging equipment and services, in multiple public offerings of its common stock including pursuant to an At-The-Market (ATM) Facility.
- Represented IZEA Worldwide, Inc. (Nasdaq: IZEA), the leading influencer marketing technology, data, and services provider, in an ATM offering sales program provided by National Securities Corporation, acting as sales agent. This effort raised gross proceeds of approximately $10.0 million.
- Represented Boustead Securities, LLC, as lead managing underwriter, in Kairos Pharma, Ltd.’s initial public offering of 1,550,000 shares of common stock for gross proceeds of $6.2 million.
- Represented AC Sunshine Securities LLC as lead managing underwriter in Springview Holdings Ltd’s $6.0 million initial public offering of Class A ordinary shares (Nasdaq: SPHL). Springview Holdings designs and constructs residential and commercial buildings in Singapore.
- Represented OS Therapies Incorporated (NYSE American: OSTX), an antibody drug conjugate (ADC) and immunotherapy research and clinical stage biopharmaceutical company, in its initial public offering of 1,600,000 shares of common stock at a public offering price of $4.00 per share, raising gross proceeds of $6.4 million. The net proceeds from the offering are expected to be approximately $6.0 million, after deducting underwriting discounts and commissions.
- Represented The Benchmark Company, LLC through its Kestrel Merchant Partners group in a US$4.545 million private investment in public equity (PIPE) convertible note and warrant bridge financing for Alpha Cognition Inc. (CSE: ACOG, OTCQB: ACOGF), a biopharmaceutical company committed to developing novel therapies for debilitating neurodegenerative disorders.
- Represented IZEA Worldwide, Inc. (Nasdaq: IZEA) in a registered public offering on The Nasdaq Capital Market, raising gross proceeds of approximately $3.6 million. Craig-Hallum Capital Group LLC served as the sole managing underwriter for the offering.
- Represented Pharmacyclics, Inc. (Nasdaq: PCYC), a clinical-stage biopharmaceutical company, in a $57.4 million registered direct offering of approximately 6.5 million shares at $8.85 per share to institutional investors and its CEO.
- Represented Source Capital Group, Inc. a boutique investment banking firm that served as the dealer-manager in Overstock.com, Inc.’s $11 million public rights offering. This included shares of its new blockchain voting series A preferred stock, marking the first-ever issuance of a public blockchain security.
- Represented Advisory Group Equity Services, Ltd. (dba RHK Capital), as dealer-manager, in Ampco-Pittsburgh Corp.’s (NYSE: AP) $19.3 million rights offering to its stockholders. Ampco-Pittsburgh is known for its high-performance specialty metal products and customized equipment for industrial use.
- Represented a special purpose acquisition company (SPAC) sponsor in a SPAC formation and IPO transaction, and a successful $1 billion-plus business combination, convertible debt and PIPE transaction with a Norwegian next-generation battery cell production developer.
- Represented Ault Disruptive Technologies Corporation in its $115 million IPO on the NYSE American exchange (NYSE American: ADRT), a SPAC targeting emerging technologies. A.G.P./Alliance Global Partners and Brookline Capital Markets managed the offering.
- Represented Legion Partners as lead investor in a PIPE financing at Lifecore Biomedical for total gross proceeds of $38.75 million.
- Advised a Hong Kong-based investment fund in $135 million convertible note investments in Faraday Future Intelligent Electric Inc.
- Advised a leading energy-focused hedge fund on numerous PIPE transactions involving warrants, and convertible and common equity, both offshore and domestic.
- Serve as regular outside securities and securities disclosure counsel to numerous publicly traded companies.
- Serve as regular outside securities law counsel to numerous investment funds with a public markets focus.
