Celebrating 125 Years
 
    Jackson Walker represents Repros Therapeutics in $23.6 million PIPE financing        JW represents ATP Oil & Gas Corporation (ATPG) in public offering of convertible perpetual preferred stock with liquidation preference of $172.5 million         JW represents Abraxas Petroleum Corporation (AXAS) in $100 million stock offering          JW represents HealthTronics, Inc. (HTRN) in $250 million sale by tender offer         JW represents ATP Oil & Gas Corporation (ATPG) in its simultaneous public offering of $108 million of common stock and 144A offering of $140 million of convertible preferred stock        JW represents NuStar Energy L.P. (NS) in $45 million stock purchase acquisition         JW represents Brinker International, Inc. (EAT) in a $400 million syndicated loan         JW represents Abraxas Petroleum Corporation (AXAS) in the formation of a joint venture to develop acreage in the Eagle Ford Shale         JW handles U.S. securities work in relation to the $45 million public offering of Edleun Group, Inc. (TSX-V: EDU)         JW represents Royal Holdings Services Ltd. (RHSL) in $41 million stock purchase         JW represents a financial institution in a public offering of $100 million common stock and concurrent private placement of $25 million of preferred stock         JW represents ATP Oil & Gas Corporation (ATPG) in its $1.5 billion secured high yield debt offering     

Public Companies and Securities

Legal regulations for public companies have never been more complex. With the passage of the Sarbanes-Oxley Act in 2002 and the ongoing laws and regulations issued in its wake, matters such as raising capital, buying and selling companies, shareholder relations, corporate governance, executive compensation, and disclosure and filing requirements have become ever more complicated and difficult.

Brochure: So You Want To Be Public
Brochure: Public Companies and Securities

When it comes to legal counsel, public companies must rely on seasoned expertise that provides them the particularized attention and responsiveness they deserve. But that does not mean they must turn to oversized law firms that are not responsive to clients' budgetary goals.

At Jackson Walker, we have the experience and deep knowledge to handle the full spectrum of legal issues faced by public companies. We act as partners with our clients to provide uniquely tailored and highly responsive service. We also are attuned to the budgetary concerns faced by many public companies during difficult economic times and in an increasingly expensive regulatory environment. In addition to our guidance on corporate and securities matters, we also bring together attorneys from the more than 40 practice areas in the firm to provide our clients with expert counsel in related matters ranging from taxation to ERISA to litigation.

What We Do:
  • Registered securities offerings
  • Mergers and acquisitions
  • Private equity transactions
  • Going-private transactions
  • Management buy-outs and other leveraged buy-outs
  • Corporate governance
  • Executive compensation
  • Advise board and board committees regarding fiduciary duties
  • Securities law and stock exchange compliance

Industries We Represent:
  • Energy
  • Healthcare
  • Technology
  • Telecommunications
  • Defense
  • Insurance
  • Banking and finance
  • Manufacturing
  • National and regional investment banking firms
  • Real estate and construction
  • Restaurant
  • Retailing
  • Publishing
  • Media
  • Bottling and distribution of alcoholic and other beverages

Securities Offerings

We regularly handle public and private securities offerings by public companies. We represent issuers and underwriters in initial public offerings and follow-on offerings of a variety of equity, debt and convertible securities, including:
  • Registered offerings under the Securities Act of 1933
  • Offerings under Rule 144A, Regulation D and Regulation S and PIPE transactions
  • Offerings of master limited partnerships, real estate investment trusts (REITs), and other hybrid entities
  • Consolidation and roll-up transactions
  • Rescission offers
  • Securitizations
  • Exchange offers

Corporate Governance and Related Matters

Our attorneys have extensive experience in corporate governance, executive compensation, securities laws compliance, and a wide variety of other corporate and securities matters. We regularly advise public companies on the following matters:
  • Filings under SEC regulations, including 10-Ks, 10-Qs and 8-Ks
  • National securities exchange rules compliance
  • Executive compensation matters and equity award practices
  • Corporate governance matters such as risk management practices, insider trading policies, board and management structures, governance "best practices," and fiduciary duties
  • Shareholder relations matters such as rights plans, shareholder meetings, proxy solicitations, and proxy contests
  • Reporting and short-swing profits issues under Section 16 of the Securities Exchange Act of 1934
  • Regulation FD matters, press releases, and other communications to the public and research analysts
  • Special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and defense of whistleblower claims

Our Approach

At Jackson Walker, we have the capacity to handle all aspects of complicated transactions for our clients, from the initial stages through closing documentation. And for many of our clients, we provide a long-term partnership service, providing day-to-day advice on the full range of general corporate matters. In this way, we can tailor our approach to each client's unique needs.
Representative Matters

Securities Offerings
  • Initial public offering of common stock for an independent exploration and production company
  • Initial public offering and follow-on public offering of a software development and outsourcing services company
  • Initial public offering for an energy company involving the simultaneous acquisition of five companies
  • Initial public offering of common stock for an oil services company
  • Initial public offering of common stock for a technology venture
  • Initial public offering of common stock by an ethanol plant company
  • Initial public offering of common stock for a media company
  • Preferred stock issuance for a financial institution under TARP
  • Follow-on public offering for an energy company together with a secondary offering for founder
  • Concurrent public offering of common stock and Rule 144A offering of convertible preferred stock for an energy company
  • Rule 144A offering of senior secured second lien notes by an energy company
  • Rule 144A offering of high yield debt securities for an energy company
  • Rule 144A offerings for Native American tribal gaming corporations
  • Multiple debt/equity exchange offers for public telecommunication company

Corporate Governance and Related Matters
  • Represented a NASDAQ-listed company in adoption of a 5% NOL shareholder rights plan
  • Represented a public company in adoption of a shareholder rights plan and defense against a hostile takeover
  • Represented a NASDAQ-listed company in an independent investigation into alleged potential violation of anti-kickback laws
  • Represented a NASDAQ-listed company in a restatement of its financial statements
  • Advised a NYSE company regarding director fiduciary duties in respect of a merger with a private equity buyer
  • Advised a NYSE company as part of a director/officer continuing education program regarding fiduciary duties, internal controls, Sarbanes-Oxley and other corporate governance matters
  • Represented a special independent board committee of a company in its evaluation of a significantly dilutive convertible note offering and recapitalization
  • Represented chief legal officer of public foreign private issuer having ADRs traded on the NASDAQ in the independent investigation of allegations of improper revenue recognition
  • Represented the audit committee of a telecommunications company in the independent investigation of revenue reporting, internal controls, and tone-at-the-top issues

Public Company Mergers and Acquisitions
  • Merger of two public healthcare companies
  • Merger of two public technology companies
  • Merger of two NYSE utility companies and related spin-off of target's NYSE-listed oil and gas company
  • Acquisition of a public healthcare company by a public healthcare company
  • Sale of a public healthcare company by cash tender offer to a public pharmaceuticals company
  • Acquisition of a public medical device company by stock exchange offer by a public healthcare company
  • Public spin-off of an oil and gas exploration and production company subsidiary by a public company, and concurrent NYSE listing and Rule 144A bond offering by the spun company
  • Formation of a master limited partnership by a public oil and gas company, along with a concurrent private investment in public equity (PIPE) transaction
  • Sale of manufacturing division of a public company
  • Merger of NASDAQ-listed digital music and video rights management company with larger competitor owned by private equity investors
  • Acquisition of a public financial institution for common stock and cash
  • Acquisition of a public technology company
  • Numerous "reverse merger" transactions

 
 
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