Securities and Capital Markets

From startup financing to public offerings, our Securities and Capital Markets Group advises private and public companies through all stages of development and capital-raising activities. We also help clients comply with public reporting, proxy, and disclosure obligations.

Our more than 30 securities attorneys represent public and private companies, underwriters, selling stockholders, and officers and directors, as well as private equity funds, venture capital firms, and institutional investors in compliance matters, capital-raising activities, and other transactions.

Our clients include public companies and both emerging and mature private companies in industries such as software and technology, manufacturing, consumer products, gaming and entertainment, banking and financial services, food and beverage, medical devices, pharmaceuticals and life sciences, and energy.

Public Company Reporting and Disclosure Obligations

We help clients draft SEC reporting documents and proxy statements, including executive compensation disclosure, and meet ongoing disclosure obligations, including compliance with Sarbanes-Oxley, Regulation FD, and insider trading rules.

Public Offerings and Private Placements

We advise private and public companies in a broad range of industries through all stages of development and capital-raising activities, from startup financing to initial public offerings and follow-on offerings. The group also represents issuers and investors in private placements of debt and equity, including offerings under Regulation D and Rule 144A, as well as Regulation S offerings. Additionally, we represent issuers and investors in private investment in public equity (PIPE) offerings. We also have skilled teams to guide clients through the SPAC (special purpose acquisition companies) formation and IPO process.

Investment Management

Our attorneys represent investment companies, investment advisers, distributors, broker-dealers, and other service providers, as well as independent directors of investment companies. We register investment companies with the SEC, structure funds within available exemptions from registrations requirements, counsel funds and their advisers on compliance, and represent funds and advisers in securities litigation, commission administration, and enforcement proceedings.

Venture Capital and Private Equity Transactions

We have extensive experience representing investors and companies seeking financing from private sources, including venture capital investors, angels, family funds, private equity firms, and financial sponsors. We also represent private equity firms in fund formation, capital raising, and investments in portfolio companies.

Mergers, Acquisitions, and Dispositions

We handle complex acquisition and divestiture transactions, including mergers, business combinations, restructurings of public and private companies, issuer and third party tender offers, and registered exchange offers. We also have the experience to guide clients through a business combination with a SPAC, including related financings, SEC filings and public company preparation. We advise on all aspects of the deal, from negotiating the acquisition documents to complying with regulatory approvals.

Special Committee Representation

Clients often turn to us to provide separate counsel or support to boards of directors and board committees, including Audit Committees. We have experience counseling Compensation Committees, as part of our general representation of the company or as special counsel to the Compensation Committee, in all areas of executive compensation, both cash-based and equity-based, for both privately held and publicly traded companies. This counseling includes ongoing SEC-related compliance matters and assisting with issues related to executive compensation that arise in the merger and acquisition context.

Administrative and Enforcement Proceedings

We represent clients in enforcement and regulatory actions initiated by the SEC, stock exchanges, and FINRA. Several of our attorneys have served in leadership or staff positions at the SEC, providing real-world perspective and invaluable experience in guiding our clients through the regulatory requirements of federal and state securities laws.

Securities Litigation

Our securities litigators defend public and private companies and their officers and directors against class actions, derivative and individual suits, fiduciary duty actions, and lender liability cases in state and federal court and at arbitration. We also represent clients in litigation relating to tender offers, proxy contests, and change of control. Additionally, we have significant experience with clients' internal investigations.

Representative Experience

Represent more than 30 public companies in periodic reporting with the SEC and in day-to-day securities disclosure matters.
Closed an approximately $500 million underwritten secondary offering for the founding family and largest shareholder of Amkor Technologies, which is the world's largest U.S.-based semiconductor packaging and test services provider.
Representing Exelon Corporation and several of its predecessor and subsidiary companies in over $8 billion in public and private debt and preferred securities offerings, significant restructuring, and a substantial increase to over $6 billion in the company's revolving credit facilities. We also handled the securitization of $5 billion of PECO's stranded costs, which at the time was the largest U.S. asset securitization. Our attorneys established commercial paper programs, negotiated derivative transactions, and developed a process for SEC compliance for all of Exelon's reporting companies.

Represented Neuronetics (Nasdaq: STIM) in its share-for-share cross-border acquisition of Greenbrook TMS, an operator of treatment centers for the treatment of mental health disorders.
Represented Neuronetics in an underwritten secondary public offering of its common stock.
Represented Neuronetics in an At-The-Market (ATM) offering its shares of common stock.
Represented two publicly traded corporate affiliates trading with 24 financial institutions to develop bilateral master ISDA documents to hedge their interest rate, foreign exchange, and commodities risk.
Represented HMN Financial, Inc., (Nasdaq: HMNF) in its acquisition by Alerus Corporation (Nasdaq: ALRS) in a $116.4 million all-stock merger. HMN Financial was the holding company of Home Federal Bank, with total assets of approximately $1.15 billion, total loans of $868.7 million, and total deposits of $1.03 billion.
Represented First Community Bancorp, Inc., and First Community Bank in their acquisition by Eagle Bancorp Montana, Inc., and Opportunity Bank of Montana, respectively. The transaction between First Community Bancorp and Eagle Bancorp Montana, Inc., (Nasdaq: EBMT) was structured as a merger in which the First Community Bancorp shareholders received a mix of cash and stock, as well as a pre-closing special dividend.
Represented Western Holding Company of Wolf Point and Western Bank of Wolf Point in their acquisition by Eagle Bancorp Montana, Inc., and Opportunity Bank of Montana, respectively. The transaction between Western Holding Company of Wolf Point and Eagle Bancorp Montana, Inc. (Nasdaq: EBMT) was structured as a merger in which the Western Holding Company of Wolf Point shareholders received a mix of cash and stock.
Represented Big Muddy Bancorp, Inc. and The State Bank of Townsend in their acquisition by Eagle Bancorp Montana, Inc. and Opportunity Bank of Montana, respectively. The transaction between Big Muddy Bancorp and Eagle Bancorp Montana, Inc., (Nasdaq: EBMT) was structured as an all-stock merger.
Representing Asensus Surgical in the $22.7 million acquisition of substantially all assets, including intellectual property assets, of an Israeli-based surgical technology company. The assets included acquisition of artificial intelligence and data analytics assets. The transaction involved payments in two tranches, the issuance of common stock, in a private placement transaction.
Advising a developer, manufacturer, and marketer of biologics products to domestic and international markets as outside general counsel handling all securities offerings and 1934 Act work, including a registered rights offering and an offering of notes for the purchase of a medical device company.
Advising a security company in a registered rights offering and other securities matters.
Advising a molecular testing and bioinformatics company in its IPO and multiple preferred stock financings.
Advising a medical device manufacturer of surgical robotics, in several private placement transactions as well as securities disclosure and public and private capital-raising transactions.
Serving a as underwriter’s counsel to Merrill Lynch, Pierce, Fenner & Smith, Inc., (Merrill Lynch); J.P. Morgan; Morgan Stanley & Co., LLC (Morgan Stanley), Citigroup Global Markets, LLC (Citigroup); Cain; Piper Jaffray; and others.
Represented Everest Infrastructure Partners, one of the largest and fastest-growing wireless tower companies in the world, in:
- Raising $500 million in new equity capital commitments by private equity funds managed by TPG Peppertree; and
- Its $300 million acquisition of towers from ATN International, Inc., a leading provider of digital infrastructure and communications services.

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