CORPORATE AND SECURITIES

Corporate / Securities

The Firm acts as counsel to FINRA (formerly NASD) licensed underwriters, placement agents and issuers in private placement and public offerings of equity and debt securities under the Securities Act of 1933. We also advise issuers on complying with the proxy rules, other periodic reporting requirements under the Securities Exchange Act of 1934 and other compliance matters such as Sarbanes-Oxley. Over the last several years the Firm has participated in over $1.5 billion of financings. In 2008, EG&S was ranked 6th in the U.S. amongst all law firms for our IPO experience, 1st in the U.S. for our SPAC practice (representing both issuers and underwriters.) and 23rd in the U.S. for our PIPEs practice.

The Firm distinguishes itself from many other transactional law firms on the basis of its ability to be part of the establishment of new securities programs, like PIPEs, SPACs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ.

Our more than 20 securities attorneys have over 100 years of collective experience in corporate financing transactions of all types, including public offerings (initial and secondary), venture capital and private equity transactions (private placements, including Regulation D and §4(2) and §4(1 1/2) transactions, and representing borrowers and lenders in asset-based loans, commercial transactions and equipment financing, including debt restructurings. An important component of the Firm's practice involves representing entrepreneurs and companies in the capital formation process--from seed round through initial public offering. Our attorneys play an important role in consulting start-ups with exploring their financing alternatives and strategic corporate relationships as well as relationships with key employees. The Firm provides legal services for companies in a variety of industries, including consumer products, information processing, telecommunications, bio-technology and software. The Firm has also represented both placement agents/underwriters and issuers in alternative methods of financings, such as registered blind pool offerings (commonly referred to as "SPACs") and private investments in public entities (commonly referred to as "PIPEs").

The Firm is also involved in several financings on the London Stock Exchange's AIM Market. The Firm has also recently introduced a novel structure for a public offering, referred to as a "REBO". The Firm's securities group prides itself on addressing the challenges faced by entrepreneurs and "micro-cap" public companies. The Firm represents nearly 25 publicly reporting companies on either the AMEX, NASDAQ and/or OTCBB.

The Firm has also recently agreed to become a Designated Agent for Disclosure (DAD) on the OTCQX. Click here to view the presentation on the OTCQX.

Within the last several years, the Firm has been involved, at various stages, with the following type of transactions:

Given the Firm's level of transactional sophistication and our commitment to efficiency, the Firm will consider "Flat Fee" arrangements.

Registered Directs

A Registered Direct offering is a negotiated sale by an issuer to one or more investors of securities that have been registered pursuant to an effective shelf registration statement on Form S-3 under Rule 415 of the Securities Act of 1933, as amended. Rule 415 permits an issuer to register a specific dollar or share amount of securities without specifying the amount of any particular class or type of security or the timing or method of the offering. The issuer may then sell any or all of the registered securities directly to investors at a later date or dates of its choosing. A Registered Direct is like a PIPE in that securities are typically sold through a placement agent on a “best efforts” basis. Unlike in a PIPE transaction, investors in Registered Direct offerings receive free trading shares, and thus the pricing terms are typically more beneficial to the issuer than in a PIPE. The Firm has been an active participant in Registered Direct offering.

Going Private Transactions

Given the significant disruptions to the public markets and corresponding adjustments to the valuations of public companies and their securities, managers and investors are increasingly exploring the possibility of taking these entities private, in "going private" transactions. In 2009 alone, we are working on various aspects of four such transactions. We have experience representing management teams, independent 13D investors, public companies and independent/special committees. In general terms, a going private transaction is the exchange of cash for the shares of a company's existing public shareholders so that, at the end of the transaction, the company is permitted to terminate its public company status. Forms of going private transactions, include: (i) mergers of the company with a newly-formed company owned by the manager/control group; (ii) tender offers by the newly-formed company; or (iii) a self-tender by the company for its own shares. A going private transaction typically is initiated by a controlling shareholder or by a group of shareholders that either constitutes a majority or at least a control position in a company. Senior management of the company often comprises such a buyout group, often making going private transactions appear to be management buyouts.

Visit our Going Private Transactions Resource Center