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.

Our Services  

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 

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.  
 

    • Experience
      • Represented Feutune Light Acquisition Corporation, a newly-organized blank check company, in completing its initial public offering on June 21, 2022. The firm’s Capital Markets + Securities Team advised on the offering, which resulted in aggregate gross proceeds to Feutune of $97.75 million.

      • Represented Acri Capital Acquisition Corporation, a newly-organized blank check company, in completing its initial public offering on June 14, 2022. The firm’s Capital Markets + Securities Team advised on the offering, which yielded aggregate gross proceeds to Acri Capital of $86.25 million.

      • Represented Prime Number Capital LLC, the lead underwriter in an initial public offering of Phoenix Motor Inc., a California-based company that designs, assembles, and integrates electric drive systems and light- and medium-duty electric vehicles. The firm’s Capital Markets + Securities Team advised Prime Number on the offering, with aggregate gross proceeds of $15.75M, announced on June 7, 2022.

      • Represented GrowGeneration Corp. (NASDAQ: GRWG), a Colorado-based owner and operator of a network of specialty hydroponic gardening retail stores, in connection with its $150 million follow-on public offering of shares of common stock.

      • Represented GrowGeneration Corp. (NASDAQ: GRWG), a Colorado-based owner and operator of a network of specialty hydroponic gardening retail stores, in connection with its $48.3 million follow-on public offering of shares of common stock.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, in connection with its acquisition of Canopy Crop Management, an industry-leading silicic acid company that sells silicic acid-enriched fertilizers. The firm's Capital Markets + Securities Team advised GrowGen on the transaction, which was announced December 23, 2020.

      • Represented GrowGeneration Corp. (GrowGen), an owner and operator of a network of specialty hydroponic gardening stores, advising on its acquisition of Agron.io, a leading wholesale agriculture platform powered by proprietary enterprise resource planning (ERP) technology that allows commercial growers to manage their purchasing and logistics in one platform. With this acquisition, announced on March 22, 2021, Agron.io Powered by GrowGeneration continues to be a one-stop destination for GrowGeneration's growing roster of commercial clients across the U.S.

      • Represented GrowGen in its acquisition of Char Coir, an RHP-certified growing medium made from the highest-grade coconut fiber available. Char Coir's line of coco products is projected to add in excess of $15 million in revenue to GrowGen in 2021. The acquisition was announced on March 15, 2021.

      • Represented Prime Number Acquisition I Corp., a newly-organized blank check company, in completing its initial public offering on May 17, 2022. The firm’s Capital Markets + Securities Team advised on the offering, which yielded aggregate gross proceeds to Prime Number Acquisition I Corp. for $64.5M.

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      Argan Securities Q4 2013FuelCell Energy Securities Q2 2013Sandler O'Neill Securities Q4 2013Grow GenerationPeerLogixCreatis Capital LLC
    • News
      • November 6, 2023

        Robinson+Cole Receives 42 First-Tier Metropolitan Rankings and Six National Rankings in Latest Edition of Best Law Firms®

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      • October 11, 2023

        Robinson+Cole Represents EF Hutton as the Sole Book-Running manager in Quetta Acquisition Corp. IPO

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      • September 29, 2023

        Robinson+Cole Represents TradeUP Acquisition Corp. in Complex DeSPAC Transaction with Estrella Biopharma, Inc.

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      • August 28, 2023

        Robinson+Cole Represents Prime Number Acquisition I Corp. in Complex deSPAC Transaction with noco-noco Pte. Ltd.

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      • June 30, 2023

        Capital Markets + Securities Team Represents Bukit Jalil Global Acquisition 1 Ltd. in IPO

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      • May 17, 2023

        Ben Daniels, Arila Zhou and Sabrina Galli Discuss the Limiting of SPAC Defenses in New York Law Journal

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      • April 20, 2023

        Capital Markets + Securities Team Represents Top KingWin in IPO

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      • April 19, 2023

        Robinson+Cole Continues Growth in New York with Addition of Partners in Capital Markets + Securities, Construction, and Managed Care + Employee Benefit Litigation

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      • March 31, 2023

        Capital Markets + Securities Team Represents Hongli Group Inc. in IPO

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      • March 17, 2023

        Capital Markets + Securities Team Represents ICZOOM Group Inc. in IPO

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      • March 14, 2023

        Capital Markets + Securities Team Serves as Underwriting Counsel in Xiao-I Corporation IPO

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      • January 12, 2023

        Arila Zhou, Ben Daniels and Sabrina Galli Say Buzzfeed Case Portends Trends in SPAC Litigation in The Review of Securities & Commodities Regulation

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      • December 28, 2022

        Capital Markets + Securities Team Represents Horizon Space Acquisition I Corp. in IPO

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      • December 21, 2022

        Tim Chen Named to Lawyers of Color’s Annual Hot List

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      • November 3, 2022

        Robinson+Cole Receives 43 First-Tier Metropolitan Rankings and Four National Rankings in Latest U.S. News – Best Lawyers “Best Law Firms”

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      • October 11, 2022

        Robinson+Cole Lawyers Recognized in 2022 Super Lawyers®

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      • June 21, 2022

        Capital Markets + Securities Team Pleased to Represent Feutune Light Acquisition Corporation in IPO

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      • June 15, 2022

        Capital Markets + Securities Team Pleased to Represent Acri Capital Acquisition Corporation in IPO

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      • June 10, 2022

        Capital Markets + Securities Team Pleased to Represent Prime Number Capital LLC in IPO of Phoenix Motor Inc.

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      • May 18, 2022

        Capital Markets + Securities Team Pleased to Represent Prime Number Acquisition | Corp. in IPO

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      • March 17, 2022

        Capital Markets + Securities Team Pleased to Represent Prime Number Capital LLC in IPO of Meihua International Medical Technologies

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      • March 10, 2022

        Robinson+Cole Welcomes Three-Attorney Capital Markets + Securities Team

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      • February 2, 2022

        Capital Markets + Securities Team Pleased to Represent Blue World Acquisition Corporation in IPO

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      • November 4, 2021

        Robinson+Cole Receives 40 First-Tier Metropolitan Rankings and Four National Rankings in Latest U.S. News – Best Lawyers “Best Law Firms”

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      • August 19, 2021

        65 Robinson+Cole Lawyers Listed in The Best Lawyers in America© 2022

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      • March 31, 2021

        Capital Markets + Securities Team Represents GrowGeneration Corp. in Recent Acquisitions

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      • February 11, 2021

        Capital Markets + Securities Team Represents GrowGeneration Corp. in Significant Transactions

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      • November 6, 2020

        Robinson+Cole Receives 36 First-Tier Metropolitan Rankings and Four National Rankings in Latest U.S. News – Best Lawyers “Best Law Firms”

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      • August 20, 2020

        61 Robinson+Cole Lawyers Listed in The Best Lawyers in America© 2021

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      • December 31, 2019

        Mitch Lampert and Anna Wang Participate in Nasdaq Closing Bell Ringing Ceremony

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      • November 1, 2019

        Robinson+Cole Receives 33 First-Tier Metropolitan Rankings and Four National Rankings in Latest U.S. News – Best Lawyers “Best Law Firms”

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      • August 15, 2019

        57 Robinson+Cole Lawyers Listed in The Best Lawyers in America© 2020

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      • November 1, 2018

        Robinson+Cole Receives 36 First-Tier Metropolitan Rankings and Four National Rankings in Latest U.S. News – “Best Law Firms” Survey

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      • October 18, 2018

        51 Robinson+Cole Lawyers Recognized by Super Lawyers®

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      • November 1, 2017

        Robinson+Cole Receives 37 First-Tier Metropolitan Rankings and 3 National Rankings in Latest U.S. News – Best Law Firms Survey

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      • August 15, 2017

        Fifty-Nine Robinson+Cole Lawyers Listed in The Best Lawyers in America© 2018

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      • November 1, 2016

        Robinson+Cole Receives 34 First-Tier Metropolitan Rankings and 3 National Rankings in Latest U.S. News – Best Law Firms Survey

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      • August 15, 2016

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2017

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      • February 23, 2016

        Robinson+Cole Lawyer Appointed to National Conference for Community and Justice Board of Directors

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      • February 12, 2016

        Matthew Guanci Appointed to the ACG Connecticut Board of Directors

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      • August 18, 2015

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2016

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      • November 1, 2013

        Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

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      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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      • November 7, 2012

        Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

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      • September 14, 2012

        Ten Robinson & Cole Attorneys Selected as “Lawyers of the Year”

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      • September 23, 2011

        Connecticut Law Tribune Publishes Article Analyzing Connecticut Supreme Court Case on Subrogation

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      • November 10, 2010

        Best Lawyers Names Five Robinson & Cole Attorneys as Lawyers of the Year, Most Chosen in the Hartford Community

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      • September 17, 2010

        Robinson & Cole LLP Receives Most Connecticut First-Tier Rankings in Inaugural U.S.News - Best Lawyers Survey

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      • June 30, 2010

        Bill Kelleher Outlines Regulatory Developments at the Securities and Exchange Commission

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    • Publications + Presentations
    • "PCAOB Confirms Complete Access to Inspect and Investigate Chinese Auditing Firms" co-authored by Yang Xu and Tiange (Tim) Chen (12/16/2022)

      "Considerations for Foreign Banks Financing in the U.S.," published by International Financial Law Review (2019)
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      JOBS Act Quick Start, published by International Financial Law Review (2018)
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      "Practical Law, Debt Capital Markets in the United States: Regulatory Overview," published by Thomson Reuters (2017)
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      "Practical Law, Equity Capital Markets in the United States: Regulatory Overview," published by Thomson Reuters (2017)
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      "BNA Tax and Accounting Portfolio, SEC Reporting Issues for Foreign Private Issuers," published as part of the BNA Accounting Policy and Practice Series (2017)
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      "Robinson+Cole Deal Report Q4 2015" (1/31/16)

      "2015 Q3 Business Transactions Deal Report" (11/3/2015)

      "2015 Q1 Business Transactions Deal Report" (5/13/2015)

      "2014 Q4 Business Transactions Deal Report" (Feb 2015)

      "Liability Management: An Overview," published by International Financial Law Review (2015)
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      "2014 Q2 Business Transactions Deal Report" (9/15/2014)

      "2014 Q1 Business Transactions Deal Report" (5/22/2014)

      "2013 Q4 Business Transactions Deal Report" (02/27/2014)

      "Fundamentals of Data Security Law," at Massachusetts Continuing Legal Education program, presented by Kathleen M. Porter, discussed the Massachusetts data breach notification law (M.G.L. c. 93H) and security regulation (201 CMR 17.00), as well as security issues with mobile devices in the workplace (6/20/2013)

      "Exempt and Hybrid Securities Offerings," published by Practicing Law Institute (2009)
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Our Team

Chair

Members