Gerald J. Guarcini

Gerald J. Guarcini is the Practice Leader of Ballard Spahr's Securities Group. His experience encompasses general corporate and securities law, covering business acquisitions and mergers, private equity, and venture capital transactions. Jerry’s securities work focuses on all types of securities offerings of debt and equity to initial public offerings, tender offers, and private investments in public equity (PIPEs).

Jerry regularly counsels public companies, including their boards of directors and board committees, on securities transactions, corporate governance matters, fiduciary duties, and disclosure and compliance issues, including obligations under the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as stock exchange listing requirements.

Jerry has written about and spoken on a variety of securities law issues. He has authored articles for several securities law publications on topics including management's discussion and analysis of financial condition and results of operations, proxy solicitations, and executive compensation.

Jerry serves as a course planner and presenter for the "Federal Securities Law Forum," a continuing legal education program at the Pennsylvania Bar Institute (PBI). For more than 10 years, Jerry served as a course planner and presenter for the PBI program "Preparation of Annual Disclosure Documents and SEC Update," and has spoken at the PBI seminars "Private Placements of Securities: Intermediate and Advanced Topics" and "Navigating the Public Jungle: A Guide for Small and Midsize Public Companies." He also moderated the continuing legal education program "International Financial Reporting Standards (IFRS) Convergence: What you Need to Know Now." Most recently, Jerry moderated a series of webinars on the SEC's Regulation Crowdfunding.

Jerry serves on the Board of Directors and the Finance Committee of the Philadelphia Film Society, a Philadelphia-based nonprofit organization that creates opportunities for diverse communities to experience film. He previously served on the Board of Directors and the Finance and Bylaws Committees of the Samuel S. Fleisher Art Memorial, a Philadelphia-based nonprofit organization that offers art classes at low or no cost to children and adults.

Representative Transactions

• Has served as primary securities counsel for an NYSE-listed designer and manufacturer of aircraft and aerospace components and systems since its initial public offering in 1996, handling periodic securities filings and numerous public and private (Rule 144A) offerings of equity and debt securities, including registered exchange offers and public block trades
• Served as primary securities counsel for a publicly traded designer and manufacturer of security products, recently completing a registered rights offering
• Has extensive experience in public company mergers and acquisitions in buy-side and sell-side transactions, including transactions in the aircraft and aerospace, office products, insurance, REIT, and gold mining industries
• Served as lead counsel on numerous public offerings of equity securities, including initial public offerings
• Represents a private foundation in numerous investments in private equity funds and hedge funds
• Represented hedge funds in more than 100 PIPE transactions involving convertible preferred stock, convertible debentures, common stock, and warrants
• Represented public companies in numerous PIPE transactions
• Represented underwriters in numerous public offerings of common stock
• Represented a privately held leasing company in an investment by a private equity firm
• Represented publicly traded biotechnology companies in several registered direct offerings of common stock and warrants
• Represented the general partner of a publicly traded master limited partnership in numerous public offerings of limited partnership units and debt
• Represented the dealer manager of a tender offer of revenue bonds
• Public offering of common stock by USA technologies and certain selling stockholders
• Acquisition of Cantaloupe Systems by USA Technologies
• Private placement of senior notes pursuant to Rule 144A and Regulation S.

Professional Activities

Philadelphia Bar Association, Business Law Section

Recognition & Accomplishments

Chambers USA, corporate/M&A and securities law, 2010-2013

The Best Lawyers in America, securities/capital markets law, securities regulation, 2008-2020; "Lawyer of the Year," Securities Regulation (Philadelphia), 2019

Named "Highly Regarded—Pennsylvania" by IFLR 1000 for capital markets: debt and capital markets: equity, 2018

Publications/Speaking Engagements

"19^th Annual Federal Securities Law Forum," Pennsylvania Bar Institute, April 2016

Jerry has written about and spoken on a variety of securities law issues. He has written articles for several securities law publications on topics including management's discussion and analysis of financial condition and results of operations, proxy solicitations, and executive compensation.

For more than 10 years, Jerry has served as a course planner and presenter for a Continuing Legal Education program at the Pennsylvania Bar Institute (PBI) titled "Preparation of Annual Disclosure Documents and SEC Update," and has spoken at PBI seminars titled "Private Placements of Securities: Intermediate and Advanced Topics" and "Navigating the Public Jungle: A Guide for Small and Midsize Public Companies." He also moderated the Continuing Legal Education program "International Financial Reporting Standards (IFRS) Convergence: What you Need to Know Now."

Community Activities

Jerry previously served on the Finance and Bylaws Committees of the Samuel S. Fleisher Art Memorial, a Philadelphia-based nonprofit organization that offers art classes at low or no cost to children and adults.

Board Memberships

Samuel S. Fleisher Art Memorial (former)

Villanova University School of Law (J.D., cum laude, 1987)
Member, Villanova Law Review; Member, Order of the Coif

Wharton School of University of Pennsylvania (B.S. 1982)

Pennsylvania