Capital Markets + Securities
Robinson+Cole has a comprehensive capital markets and securities practice with experience in the representation of issuers, underwriters and placement agents, public and private investment companies, investment advisors, investment banks, broker-dealers, institutional and other investors, directors and officers, and other market participants.
We have experience handling various securities matters, including the following:
- Representation of public and private companies and FINRA member broker-dealers in public and private offerings of equity, debt, and other securities
- Secondary offerings and resales of securities in registered and exempt transactions
- PIPE transactions, reverse mergers, and Alternative Public Offerings (APOs)
- Public and private mergers, tender offers, proxies, and other change of control and acquisition transactions
- 1933 Securities Act and 1934 Exchange Act compliance, reporting, and registration
- Stock Exchange listings and compliance
- Compliance with state securities offering, broker-dealer, investment adviser, and other "blue sky" laws
- Recapitalizations, reclassifications, reorganizations, spin-offs, split-offs, At-The-Market Offerings (ATM), rights offerings, and similar transactions
- Public and private investment company registration and compliance under the Investment Company Act of 1940
- Investment adviser registration and compliance under the Investment Advisers Act of 1940
- CEO and CFO certification requirements under Sections 302 and 906 of the Sarbanes-Oxley Act (SOX) and related Securities and Exchange Commission (SEC) rules
- Disclosure controls and procedures and internal control over financial reporting requirements under Sections 302 and 404 of SOX and related SEC rules
- Enhanced periodic and current reporting requirements, including disclosure of off-balance-sheet arrangements and aggregate contractual obligations under Sections 401(a) of SOX and related SEC rules, and current reporting of earnings releases under Section 409 of SOX and related SEC rules
- Restrictions on the use of non-GAAP financial measures under Section 401(b) of SOX and related SEC rules
- Code of ethics requirements under Section 406 of SOX and related SEC and stock exchange rules
- Director independence and audit, compensation, and nominating committee requirements under NYSE, AMEX, and Nasdaq rules
- Auditor independence requirements under Section 208 of SOX and related SEC rules
Our clients include domestic and foreign entities. In the foreign arena, we have significant experience representing U.S. and Canadian operating and investment companies in cross-border transactions, including acquisition transactions that are exempt under Section 3(a)(10) of the Securities Act of 1933 and off-shore placements under Reg S, including Rule 144A resale provisions, and other securities law compliance matters.
Robinson+Cole is also recognized bond counsel for debt securities, both taxable and tax-exempt, issued by states, state agencies, municipalities, and other governmental entities.
Our team includes lawyers who have been representing clients in capital markets and securities matters for decades. We have a lengthy track record of successfully guiding our clients through multi-million dollar transactions. Our team handled the sale of a $440 million portfolio of securities to one of the largest asset managers in the world. Our lawyers also regularly author articles to keep clients up-to-date on significant statutory and regulatory changes which will impact them.