Securities

Working Capital


“This practice has grown substantially . . . handling increasingly complex and
 high-value transactions.  The group wins widespread praise for its excellent service
 and ‘strong talented lawyers who respond instantaneously.’  Sources also admire
the practice because it ‘truly values and invests in its relationships with clients.’

—Chambers USA

Blank Rome has been advising clients in sophisticated capital-raising transactions for more than 65 years.  The securities practice combines our lawyers’ experience in corporate, tax, and securities law matters with business acumen.  We understand the underlying business transaction as well as the complex regulatory framework that governs the way offerings are made in today’s market place.  This combination of legal and business experience gives us a unique understanding of the underlying transaction and the legal implications of structuring securities offerings.

Blank Rome represents issuers, underwriters, placement agents, and venture funds in public and private offerings of equity, debt, and asset-backed securities, including initial public offerings, secondary offerings, 144A transactions, and tender offers.  We also represent clients in connection with exchange offers and rights offerings, as well as trust-preferred offerings.  We have developed a leading practice in handling the emerging area of SPACs (Special Purpose Acquisition Corporations) and PIPEs (Private Investments in Public Equity), financing tools increasingly used by public and emerging companies seeking to grow their businesses.

In addition to public offerings, we also handle venture capital and private placement financings for clients in a wide range of industries.  Our attorneys are also regularly engaged in the organization and ongoing representation of private equity and venture capital funds, and regulated investment companies.

Our attorneys have extensive experience in all areas of regulatory compliance, including SEC registrations, securities disclosure requirements applicable to accelerated filers and small reporting companies, Regulation D offerings, FINRA fairness reviews, exchange listings, state securities or blue-sky laws, and broker/dealer issues and SEC compliance.  Our attorneys also represent public companies on the following:

  • corporate governance and fiduciary matters
  • securities disclosure and related issues
  • proxy and consent solicitations
  • exchange listings
  • proxy contests and activist shareholder matters
  • Sarbanes-Oxley compliance
  • audit compensation and special committee representations

PIPEs

Recently released data on PIPE transactions by PrivateRaise confirms that Blank Rome is a leading player in the PIPE markets, in addition to its strong position in other types of security financings.  PIPE transactions, in which restricted shares are purchased in a public company, is one of the financing tools utilized by growing public and emerging companies.  We handle both traditional and structured PIPEs, negotiate the terms of the transaction, and counsel clients on all Exchange-related matters, as well as SEC and other regulatory agency considerations and related registrations of the underlying securities.

Offerings

The dream of going public is realized by dozens of companies every year.  But each IPO is unique, and it takes sophisticated and experienced attorneys to bring a company public in an uncertain stock market. Blank Rome has earned a reputation for helping emerging businesses go public and we have literally written the book: The Complete Going Public Handbook, on how to successfully launch an IPO while avoiding common pitfalls.

Investment Management

The investment management practice at Blank Rome includes representation of open-end and closed-end investment companies, independent boards of directors/trustees, and investment advisers. Our services include preparation of registration statements, proxy statements, stock exchange listing applications, adviser registrations, merger and acquisition matters, regulatory compliance, applications for exemptive orders, and requests for no-action letters. We provide advice with respect to the organization and structure of regulated investment companies and investment advisers, and assist clients in developing innovative investment products.  

SPACs

Blank Rome's SPAC practice has quickly established itself as a leader in completing specialty offerings such as initial public offerings for SPACs (Special Purpose Acquisition Companies).  Our attorneys represent both issuers and underwriters, giving Blank Rome added familiarity with each SPAC transaction.

We have represented underwriters in connection with IPOs of SPACs, raising in the aggregate over $292 million; and issuers in connection with IPOs of SPACs, raising in the aggregate over $310 million.  Our lawyers are intimately involved in assisting management teams from the start.  They counsel clients on negotiating letters of intent, structuring the transaction, the pre-IPO process, and the IPO process, as well as helping to choose the management teams.

Corporate Governance

Blank Rome’s corporate governance practice assists boards of directors and committees to achieve their business plan goals within the established legal framework, which includes compliance with fiduciary duty obligations under applicable state corporate law.  We utilize a multi-disciplinary approach to corporate governance which also draws upon the skills of attorneys in the corporate, securities, litigation, and white collar areas.  The corporate governance attorneys include former SEC staff members, and attorneys who have served as federal prosecutors and as DOJ attorneys.  Our attorneys advise clients on a broad range of corporate governance and compliance matters and best practices, including:

  • the Sarbanes-Oxley Act of 2002
  • board and committee membership matters
  • special committee issues
  • compensation issues
  • conflicts of interest and audit and compensation committee requirements and responsibilities
  • exchange rules
  • U.S. Sentencing Commission Guidelines
  • codes of conduct and ethics
  • internal controls
  • compliance matters
  • investigations
  • enterprise risk analysis
  • all aspects of securities disclosure

The corporate governance group advises clients on corporate governance rules under the Sarbanes-Oxley Act and on the development of compliance programs that meet the requirements of all the rules to which they are subject. 

Shareholder Activism

Blank Rome’s shareholder activism practice includes a dedicated, multidisciplinary team of attorneys from our New York, Washington, DC, Philadelphia, and Wilmington, Delaware, offices—focused on assisting clients in developing a comprehensive strategy to prepare for and respond to activist shareholders seeking substantial control over day-to-day operations, with the "stated" goal of enhancing shareholder value.

Our team can offer your company experienced counsel on how to avoid being targeted by activist shareholders and how to respond to their threats—whether by performing a comprehensive assessment of a company’s vulnerabilities to shareholder activists, advising a company’s board and management on the best response to shareholder demands and proposals, or defending a company engaged in a proxy contest or consent solicitation initiated to replace a board of directors.

Select Engagements

  • General Cable Corporation (NYSE: BCG) in its acquisition of Phelps Dodge International Corporation for approximately $710 million.  In addition to handling the acquisition of four companies in the United States, we coordinated counsel in over 15 countries, including Brazil, Chile, China, South Africa, and Venezuela.
  • Private equity firm, in their investment in preferred securities and warrants of a common carrier of digital data messaging for marine communications.
  • Developer of laser-guided, directed-energy technology, in an approximately $18 million PIPE transaction involving the issuance of Series A Convertible Preferred Stock.
  • Hawaiian inter-island ferry-service operator in financing involving an approximately $210 million private placement of its Series C Preferred Stock and a federally guaranteed loan.
  • Provider of wireless communication access solutions in an $18.9 million PIPE transaction involving the issuance of Series B Convertible Preferred Stock and warrants.
  • Developer and distributor of medical diagnostics for OTC use in their $2.3 million investment in ordinary shares of an Israeli diagnostics company.
  • Early-stage venture-capital firm in the follow-on $650,000 venture-capital investment of preferred stock in a provider of college guides.
  • National venture capital firm in their $3.5 million investment in Series A Preferred Stock of an undisclosed company.

China Securities Litigation Task Force

Blank Rome’s Asia Practice provides experienced legal representation for Asia-based clients doing business in the U.S. and for U.S. clients doing business in Asia, through its offices in Shanghai, New York, Washington, Philadelphia, Los Angeles, Houston, and Delaware.  Our Asia-based capital markets practice regularly represents Chinese companies that are listed on the U.S. exchanges.

In the current turbulent environment, many Chinese public companies are becoming targets of shareholder class action and derivative litigation.  In response, Blank Rome combined the multi-disciplinary knowledge of its Delaware Chancery Court, D&O insurance, SEC and regulatory enforcement, corporate governance and securities practices, into a task force to effectively deal with the many complex aspects presented by this litigation.

The Task Force members have extensive experience representing many Chinese public companies in numerous industries. The team has handled matters in the U.S. courts, before the SEC and other regulators, including FINRA, through its U.S. offices, while handling fact finding, case management, and client relations through its Shanghai office.

Experienced Attorneys, Recognized in Their Fields

Many Blank Rome lawyers have spent part of their careers working for such key regulatory agencies as the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) (formerly the NASD—National Association of Securities Dealers).  Their in-depth knowledge of the regulatory agencies and the way these agencies operate gives confidence to companies that their matters are in good hands.  A number of our partners are recognized as leaders in the field by Chambers USA, and by other leading industry directories.



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