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 SEC registered offerings, securities disclosure requirements applicable to accelerated filers, small reporting companies and emerging growth companies, Regulation D offerings, 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, PIPEs and tender offers. We also counsel you in connection with exchange offers and rights offerings. We have also developed a leading specialty 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.

PIPEs

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 securities. 

ATMs

At-the-market offerings require quick execution to ensure that the offering can be completed in a shot window 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.

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 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 management teams.  Our lawyers 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.

What Sets Us Apart

  • 2018 U.S. News & World Report—Best Lawyers (Woodward/White, Inc.) national ranks:
    • M&A Law: Tier 1
    • Corporate Law: Tier 2
  • 2018 U.S. News & World Report—Best Lawyers (Woodward/White, Inc.) regional ranks:
    • M&A Law: Tier 1, Pittsburgh; Tier 2, Los Angeles and New York City
    • Corporate Law: Tier 1, Philadelphia; Tier 3, Los Angeles  
  • 2017 Legal 500 ranks Blank Rome top-tier in M&A Middle Market, and states that the Firm is “extremely active in the purchase, sale, and combination of business entities.”
  • Chambers USA 2017 ranks Blank Rome for its Corporate/M&A work:
    • “a middle-market focused team advising clients on matters including public and private M&A, joint ventures and securities offerings.”
    •  “sophisticated Corporate/M&A practice receives much client praise for its ‘outstanding service and dynamic, entrepreneurial approach.’”
    • “(Focusing) in midmarket transactional matters… 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’”
  • Prominent Corporate Partner Frederick D. Lipman has taught in the Wharton MBA program and is routinely sought by the media to comment on corporate issues. Our attorneys have authored and edited a number of popular books regarding public companies, including Valuing Your Business: Strategies to Maximize the Sale Price and The Complete Going Public Handbook

Team

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