Securities & Capital Markets
At Morrison Cohen, we offer our clients the qualities that are essential to superior capital markets advising: sophisticated securities law capabilities, wide and varied transactional exposure, market familiarity, a commercially sensitive approach to practice, and the ability to execute under demanding schedules and circumstances. To this, we add the further benefit of providing sustained senior-level attorney attention. Working in this manner, our lawyers help guide clients through the complexities of securities regulations and markets in a variety of business contexts and in a host of jurisdictions.
Our lawyers have represented securities issuers, underwriting and placing banks, secondary market participants, and other parties across the spectrum of public and private capital markets transactions -- from initial capitalizations and private equity rounds to IPOs and other complex public and private offerings of equity, debt, and other securities, as well as heavily regulated secondary market transactions and more straightforward securities purchases and sales. We also assist a range of public companies, funds, and shareholders with their ongoing public reporting. In addition, we advise companies, boards, and other clients on Sarbanes-Oxley Act compliance, emerging Dodd-Frank Act issues, and other legal and regulatory matters that arise from the offering, underwriting, placing, and trading of securities.
Matters on which our attorneys have advised include:
- IPOs and follow-on equity offerings
- High-yield debt, investment-grade debt, publicly financed debt, and other securities offerings
- Exchange offers, consent solicitations, contested and uncontested proxy solicitations, going-private transactions, and other highly regulated secondary market matters
- Rule 144A/Regulation S offerings of common equity (by non-U.S. issuers) and other securities (by U.S. and non-U.S. issuers)
- PIPEs (private investments in public entities) and other public and private securities transactions involving investments by funds, strategic buyers, and other purchasers
- Offerings by operating companies, investment companies, business development companies, and SPACs
- Offerings underwritten or placed by global bulge-bracket, regional, and local investment banks
- Exempt foreign offerings
- Securities trading in a variety of other business and legal contexts, including by directors, officers, and other insiders
- SEC, FINRA, and other regulatory filings and compliance, and stock exchange filings and compliance
- Advice on Sarbanes-Oxley and other complex legal and regulatory compliance matters
- Advice on insider trading and other compliance policies, codes of ethics, committee charters, and other corporate governance matters
- Audit, compensation, and special committee representations
The issuers in our securities matters have come from industries of all types, including, among others:
Our lawyers have advised on capital markets transactions originating in the U.S., Europe, China, India, Latin America, and other countries and regions, and have had their disclosure opinions accepted by the leading investment banks in New York, London, Hong Kong, Mumbai, and other global financial centers. When required, we can secure non-US legal advice in all relevant jurisdictions, using our “best of breed” approach to engaging local co-counsel and tapping into our international network of associated non-US law firms.
Our securities and capital markets advice is complemented by the securities litigation and insider trading defense experience of our Business Litigation practice. All our securities and capital markets lawyers work with our other lawyers to deliver the services our clients need, regardless of categorization.
Related Practice Areas:
- Advised the Government of India in the international offer and sale of $1.1 billion of its majority shareholding in NMDC Limited, the Indian mining group (with Goldman Sachs, Citi, Bank of America Merrill Lynch, and others as brokers)
- Advised the Government of India in the international offer and sale of $585 million of its majority shareholding in Oil India Ltd. (with Citi, HSBC, and Kotak Securities as brokers)
Advised a United States publicly listed company on its SEC-registered rights offering to existing shareholders, its establishment with the SEC of a shelf registration statement and its shelf takedown equity offering, its successful opposition to repeated annual proxy contests and attempted board takeovers initiated by an insurgent shareholder, and its ongoing securities, governance, and other corporate issues
Represented Intcomex, Inc., an IT products distribution company with publicly traded bonds, in its SEC reporting requirements
Advised Citi Venture Capital International on its partial exit from Pesquera Exalmar S.A., a Peruvian company, as part of that company’s international IPO and Lima Stock Exchange listing
Represented JACO Electronics, Inc., an electronic display screen manufacturer, in its initial public offering and SEC reporting requirements
Represented TM Media and Entertainment, Inc., a special purpose acquisition company, in its initial public offering
Represented an affiliate of Essar Global Limited, an Indian multinational conglomerate, in the going-private transaction of its subsidiary, Aegis Communications, Inc.
Advised a property developer on the public financing, through the issuance of tax-exempt bonds by a New York City development agency under the American Recovery Act, of a medical office building complex in a city redevelopment area
Represented Palace Entertainment Holdings, Inc., a publicly-registered company, as SEC and general outside counsel
Represented Elyria Foundry Company LLC in its Rule 144A offering of $100 million of its 13% senior secured promissory notes
Advised with respect to a tender offer and consent solicitation relating to senior secured notes and senior subordinated notes of Penton Media Inc. in connection with the acquisition of Penton by Prism Business Media
Represented Rediff.com India Limited, an Indian internet portal company (NASDAQ: REDF), in its SEC reporting and compliance matters
Advised an affiliate of Compass Group Management LLC as selling shareholder in the SEC-registered IPO and New York Stock Exchange listing of Horizon Technology Finance Corporation, a business development company, under the Securities Act of 1933 and the Investment Company Act of 1940
Advised an affiliate of Compass Group Management LLC as selling shareholder in the SEC-registered follow-on equity offering and NASDAQ listing of Compass Diversified Holdings, a majority owner of developing middle-market businesses