Capital Markets

Overview

“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

Increased competition and the regulatory changes that typically go along with it make capital-raising efforts a significant challenge. Businesses with an eye toward growth need a new path, and we can help pave the way.

Blank Rome has been advising clients in sophisticated capital-raising transactions for more than 65 years. In the last seven years alone, our work has collectively valued more than $16 billion. The practice combines our attorneys’ experience in corporate, securities and tax 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 marketplace. This combination of legal and business experience gives us a unique understanding of the underlying transaction and the legal implications of structuring securities offerings.

Our attorneys have extensive experience in all areas of capital raising and regulatory compliance, including Securities and Exchange Commission (“SEC”)-registered offerings, securities disclosure requirements applicable to accelerated filers, small reporting companies and emerging growth companies, Regulation D offerings, , Financial Industry Regulatory Authority (“FINRA”) fairness reviews, exchange listings and compliance, state securities or blue-sky laws, and broker/dealer issues and SEC compliance.

We represent issuers, underwriters, placement agents, and funds in public and private offerings of equity, debt, and asset-backed securities, including initial public offerings, secondary offerings, 144A transactions, at-the-market offerings, private investment in public equity deals (“PIPEs”), special purpose acquisition company (“SPAC”) initial public offerings (“IPOs”) and business combinations, and tender offers. We also counsel you in connection with exchange offers and rights offerings. We also have significant background in handling the emerging area of SPACs (Special Purpose Acquisition Corporations).

How We Can Help

Structuring and negotiating financing transactions
Corporate governance and fiduciary matters
Securities disclosure and related issues
Proxy and consent solicitations
Exchange listings
Dodd-Frank
Proxy contests and activist shareholder matters
Sarbanes-Oxley compliance
Audit compensation and special committee representation

Initial Public Offerings

Each IPO is unique, and it takes sophisticated and experienced attorneys to bring a company public in an uncertain market. We’ve earned a reputation for helping emerging businesses go public and have literally written the book—The Complete Going Public Handbook—on how to successfully launch an IPO while avoiding common pitfalls.

ATMs

At-the-market (“ATM”) offerings require quick execution to ensure that the offering can be completed in a short window of time to ensure the issuer is able to capitalize on a market opportunity and receive the best execution. Our attorneys have extensive experience executing ATMs for issuers and agents and can help you meet your goal to complete a transaction quickly and efficiently.

1934 ACT COMPLIANCE

The firm regularly represents its reporting company clients in preparation and review of their Annual Reports, Quarterly Reports, Current Reports, Proxy Statements, and other filings under the Securities Exchange Act of 1934.

PIPEs AND RDOs

Data on PIPE transactions by PrivateRaise shows that Blank Rome is a leading player in the PIPE markets, in addition to our strong position in other types of security financings. We handle both traditional and structured PIPEs, negotiate the terms of the transaction, and counsel you on all Exchange-related matters, as well as SEC and other regulatory agency considerations and related registrations of the underlying

SPACs

We have represented underwriters and issuers 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 more than $310 million. Our attorneys 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, and help to choose management teams. Our attorneys also have significant experience assisting issuers going public through a business combination with a SPAC. They counsel clients on structuring the transaction, addressing tax issues, negotiating letters of intent and the merger and ancillary agreements; undertaking a related financing, SEC filings and preparing to be a public company.

SECURITIES CLASS ACTION LITIGATION

We represent clients in class actions, including shareholder litigation, alleging violations of the federal securities laws (including violations of the Securities Act, Securities Exchange Act, and the Investment Company Act) in courts across the United States. These bet-the-company cases traditionally pose a significant risk not only to the company, but also to its senior management and directors, who are often named as defendants. Our securities litigation practice has represented issuers, directors, officers, and other corporate executives in a broad range of securities class actions, including:

Alleged violations of the Securities and Exchange Act and the Securities Act
Disclosure violations arising from alleged accounting fraud to financial restatements
Insider trading and misappropriation
Projections and forecasts
Internal controls failure

REGULATORY ENFORCEMENT

We routinely defend companies, directors, and officers in matters commenced by government regulators including the SEC, FINRA, state securities regulators and attorneys general, and other government agencies and self-regulatory organizations. These proceedings range from informal inquiries and formal investigations to administrative and judicial enforcement actions. Importantly, some of our most successful results have been preventing an actual enforcement proceeding from being filed.