Main Menu Jump to Content Search
Practice Overview
Practices

Securities Law & Capital Markets

Our Corporate/Securities Law practice provides a wide range of services, with particular emphasis on transactional capital markets work. A major component of our work consists of representing issuers, underwriters and investors in SEC-registered public offerings and private placements of equity and debt securities, coordinated by our securities law and capital markets group.

For over 50 years, the Firm’s securities law and capital markets attorneys have served the needs of private and publicly held companies, from entrepreneur-led startups to large, multinational corporations. For these clients, we regularly handle initial public offerings (IPOs), secondary and follow-on offerings, registered direct and at-the-market offerings, Regulation A+ and crowdfunding offerings, subscription rights offerings, stock buybacks and tender offers, SPAC offerings, Rule 144A note offerings, PIPEs, traditional and publicly solicited private placements, and venture capital transactions.

As primary legal counsel to many public companies, our securities law and capital markets attorneys also provide management and boards of directors with day-to-day SEC compliance advice, preparation of SEC periodic reports, proxy statements and other filings, and corporate governance guidance under SEC and stock market rules and regulations.

Many of our securities law and capital markets attorneys possess specialized knowledge and experience in select industry sectors, allowing them to better address the needs of certain clients. These specialty areas include technology, biotechnology, financial services, online and in-store retailing, hospitality and alternative energy.

The transactions handled by our securities law and capital markets attorneys often involve not only complex securities and corporate finance issues but also matters involving insider trading compliance, stock trading plans, executive and equity compensation, protection of intellectual property, strategic and tactical acquisitions and divestitures, shareholder activism and proxy contests, corporate restructurings and SEC enforcement and securities litigation, frequently in collaboration with the lawyers from several of the Firm’s other practice groups.

The Firm’s Securities Law Blog, maintained by members of our securities law and capital markets group, provides commentary and news on the latest securities law developments impacting established and emerging growth publicly traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities.

  • $3,560,000 Private Placement

    Represented IZEA, Inc., an Orlando, Florida based social media sponsorship company, in the completion of a $3,560,000 private placement of common stock and warrants. A portion of the offering proceeds represented the conversion of outstanding bridge promissory notes.

  • Representation of Underwriters in Public Offering of Pioneer Power Solutions

    Represented Roth Capital Partners and Monarch Capital Group, the underwriters of a public offering of 1,100,000 shares of common stock of Pioneer Power Solutions, Inc., a manufacturer of specialty electrical transmission and distribution equipment. It will begin trading on the Nasdaq Capital Market under the symbol "PPSI." Pioneer intends to use the proceeds of this offering to repay its outstanding borrowings with Bank of Montreal, with the remaining balance to be used to fund acquisitions and working capital.

  • $101 Million Self Tender Offer - Real Estate Company

    Represented United Capital Corp.(NYSE Amex: AFP) in connection with its tender offer to purchase approximately 31% of its outstanding shares at a purchase price that included an approximately 20% premium per share (or an aggregate purchase price of approximately $101 million). In connection with the tender offer, United Capital Corp. also delisted from the NYSE Amex and deregistered from the reporting obligations of the Securities Exchange Act of 1934, as amended.

  • $64.1 Million Debt Tender Offer

    We represented GAMCO Investors, Inc. (NYSE: GBL), an investment advisory company, in connection with its tender offer to purchase for cash its subordinated debentures. The purchase price was determined under a modified “Dutch auction” procedure. The tender offer, upsized from a principal amount of $50 million to the entire principal amount outstanding, resulted in the purchase of $64.1 million of debentures, or approximately 75% of the principal amount outstanding.

  • $57.4 Million Registered Direct Offering

    Represented Pharmacyclics, Inc. (NASDAQ: PCYC), a clinical-stage biopharmaceutical company, in connection with a $57.4 million registered direct offering of its common stock. Pharmacyclics entered into stock purchase agreements with various institutional investors and its CEO for the sale of approximately 6.5 million shares of its common stock at $8.85 per share. Pharmacyclics intended to use the proceeds of the transaction for general corporate purposes, including clinical trials, preclinical research expenses, general and administrative expenses and for working capital. The securities were offered by Pharmacyclics pursuant to an effective shelf registration statement and a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act.

  • $13.2 Million Dutch Self Tender Offer

    We represented hot dog purveyor and restaurant operator Nathan’s Famous, Inc. (NASDAQ:NATH) in its self-tender offer pursuant to which it repurchased 598,959 shares of its common stock, at a purchase price of $22.00 per share, for a total cost of approximately $13.2 million, excluding fees and expenses related to the tender offer. The buyback was conducted through a modified “Dutch auction” that allowed stockholders to tender some or all of their shares at a price within a specified range.

  • $12.5 Million IPO - Pharmaceutical Company

    Represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in connection with its initial public offering and related listing on NYSE Amex. CorMedix sold 1,925,000 units at $6.50 per unit (before underwriting discounts and commissions). Each unit consisted of two shares of CorMedix common stock and a warrant to purchase one share of common stock at a price of $3.4375.

  • $19.5 Million Tender Offer

    We represented GlobalOptions Group, Inc., a national leader in providing outsourced special investigative unit solutions and a wide variety of investigative products and services to insurance carriers, self-insured corporations and third-party administrators, in connection with its tender offer pursuant to which it purchased approximately 54% of its outstanding shares of common stock for $19.5 million.

  • Debt Self Tender Offer - Hotel and Casino Operator

    Represented Golden Nugget, Inc., a prominent owner and operator of hotels and casinos in Las Vegas, in connection with a tender offer and consent solicitation for its outstanding senior secured notes. In connection with the tender offer, the indenture related to the notes was amended and the underlying collateral was released.

  • $70 Million Public Offering of Convertible Unsecured Subordinated Debentures

    We acted as U.S. counsel for FirstService Corporation (NASDAQ:FSRV), a global diversified leader in the rapidly growing property services sector, providing services in the areas of commercial real estate, residential property management and property services, in connection with its agreement with a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc., and including BMO Capital Markets, CIBC, HSBC Securities (Canada) Inc., RBC Capital Markets, Raymond James Ltd. and PI Financial Corp., pursuant to which the underwriters purchased $70 million principal amount of convertible unsecured subordinated debentures.

Back to Page