The Securities team at Lathrop GPM has extensive experience helping companies attract capital and navigate the complex and highly-regulated landscape of securities law. Our team possesses expertise in a broad range of securities offerings — private placements, public offerings of debt and equity securities, and ongoing compliance requirements. We also work with companies on securities-related issues associated with spin-offs, mergers, financings, and unsolicited takeover offers.
We can advise you on issues related to the Securities Act of 1933, including:
Initial public offerings (IPOs)
Secondary public offerings
PIPEs
SPACs
Going private transactions
Regulation S offerings
We can advise you on issues related to the Securities Exchange Act of 1934 and other matters facing public companies, including:
Compliance with proxy rules for shareholder meetings and transactions requiring shareholder approval
Initial and continued listing requirements of national securities exchanges and associations
Insider trading and related reporting issues
Periodic and current reports
Soft disclosures as required by Regulation FD
SEC comment letters on periodic reports
Confidential treatment and no-action requests
We can also advise you on a variety of issues such as:
Executive compensation matters, including stock options
Fund formation, broker-dealer and investment advisor regulations
Private placements under Regulation D, Rule 144A, and other exempt offerings
Investor relations and corporate communications, including press releases and online communications
Third party tender offers
Special obligations of corporate officers and directors
Change of control duties and procedures
Fiduciary duties of directors in addressing routine matters, as well as more complex divisions involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business
Purpose and use of special committees in corporate transactions involving insiders and affiliates
Experience
Represented various clients in connection with registering the resale of stock issuable under stock options or other equity compensation plans on Registration Statements on Form S-8.
Represented a publicly held developer of Indian and non-Indian casinos in relisting its common stock on the NASDAQ Stock Market.
Represented a publicly held specialty pharmacy services provider in connection with its strategic merger with a publicly held pharmaceutical healthcare company (including preparation and filing of a Joint Proxy Statement/Prospectus on Form S-4). The combined entity has revenues of more than $1 billion.
Represented a publicly held manufacturer of precision instruments in connection with its going private merger transaction (including thwarting a hostile takeover attempt) with a private investment fund. The transaction value was approximately $163 million.
Represented a publicly held video, CD, and DVD duplicator in connection with its going private merger transaction with a private investment fund. The transaction value was approximately $63 million.
Represented a publicly held microelectronics manufacturer in connection with its PIPE transaction (a private placement of shares of its common stock followed by the filing of a Registration Statement on Form S-3 for the resale of the common stock). The amount raised was approximately $7 million.
Represented a publicly held developer and manufacturer of devices using spintronics in connection with a registration of common stock for a selling shareholder.
Represented a privately held car repair company, in connection with a management buy-out of issued and outstanding stock. The purchase price was confidential. Represented the same company in connection with its private placement of convertible preferred stock. The amount raised was confidential.
Represented a privately held start-up company in connection with its small corporate offering registration in the State of Minnesota. The amount raised was less than $1 million.
Represented a privately held investment fund in connection with its investment in a privately held operator of radio stations. The purchase price was confidential.
Represented a privately held company that invests in manufactured housing developments in connection with its private placement of membership interests in its wholly-owned subsidiary. The amount raised was confidential.
Represented a privately held company in connection with its private placement of membership interests. The amount raised was confidential.
Represent a software publishing company incorporated in Delaware in its SEC filings, advise on off-shore filings and a listing in the New Zealand stock exchange.
Represented controlling stockholder within a publicly traded company in the $9 million private sale of stock to the issuer.
Handled the private placement of securities for a nanotechnology firm.
Served as independent outside counsel to a special committee of the board of a real estate company in connection with a going-private transaction.
Represented a company in a tender offer transaction with more than 1,000 shareholders. Advised on all corporate governance procedures, led the fairness opinion process for the transaction, led and structured a voluntary non-coercive tender offer that was hugely successful and resulted in an approximately 95% tender rate, with no litigation.
Represented numerous clients in drafting private placement memoranda and associated securities filings.
Represented a for-profit higher education institution in its initial public offering and listing on the NASDAQ Stock Market.
