Public Companies & Securities
When it comes to legal counsel, public companies must rely on seasoned experience that provides them the attention and responsiveness they deserve. But that does not mean they must turn to over-sized 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. 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 experienced counsel in related matters ranging from taxation to ERISA to litigation.
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 (Rules 506(b) and 506(c)), Regulation A+, Regulation S as well as PIPE transactions
- Offerings of master limited partnerships, real estate investment trusts (REITs), and other hybrid entities
- Consolidation and roll-up transactions
- Rescission offers
- 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:
- Exchange Act filings and relate disclosure guidance
- 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
- Represented newly registered spinco in $2.4B spinoff of retail operations from Fortune 50 NYSE-traded energy company and related 144A offering.
- Represented the board of a public energy company in dispute with a dissident director.
- Represented an energy company in its simultaneous public offering of $108 million of common stock and 144A offering of $140 million of convertible preferred stock.
- Represented an energy company in its public offering of $235 million of common stock and the secondary offering of $27 million of common stock by its founder.
- 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 public company in the sale of its specialty vehicle manufacturing division.
- Represented a public healthcare and manufacturing company in the sale of one of its healthcare services divisions.
- Represented a software development and outsourcing services company in an initial public offering and a follow-on public offering and in multiple acquisitions of
- software development companies.
- Represented issuer in registration on Form S-1 of secondary offering by selling stockholder of $470M in issuer’s common stock.
- Served as primary company counsel for newly NYSE-listed $2.4B market cap public company in development of all disclosure controls and procedures for all financial reporting, insider trading policies, committee charter adoption, board meeting calendar addressing all regulatory requirements, board meeting processes and procedures including board book content best practices and other governance processes and procedures. Engagement, due to this being the result of a Form 10 spinout transaction, was to build these systems from the ground up given client’s newly constituted board, committees and executive management team.