We represent clients of all sizes, ranging from start-ups seeking angel investors to large publicly-held corporations. Our attorneys have extensive experience counseling our diverse clientele on a wide array of securities issues, including debt and equity financing, capital formation via both public offerings and private placements, ’34 Act reporting for public companies, directors, officers and other “control” persons, state “blue sky” compliance, tender offers and proxy contests.
We also counsel brokerage firms, individual brokers and investment advisors in matters of ongoing regulatory compliance, and have comprehensive experience working with regulatory authorities such as the Securities and Exchange Commission, the National Association of Securities Dealers, the Ohio Division of Securities and the stock markets and exchanges. Our litigation group represents broker-dealers and investment advisors in arbitrations and enforcement matters.
Representative transactions in which we have been involved include:
- Representing a publicly-traded manufacturing company in its acquisition by another public company in a tender offer for approximately $413 million
- Representing an internet start-up having a valuation in excess of $40 million in its formation and structuring, and assisting it with its first three rounds of private financing
- Counseling the new management group of an Amex-listed real estate company in connection with the reorganization of its properties and capital structure
- Representing a publicly-held insurance company in a $45 million secondary offering
- Serving as underwriters’ and bond counsel in connection with the issuance and refunding of revenue bonds issued by the City of Cleveland
- Counseling a publicly-held real estate investment trust in its reorganization and a roll-up transaction involving the acquisition of a self-storage company valued at $25 million
- A publicly-held utility holding company in a $21 million secondary offering of primary and secondary shares
- Advising a dissident shareholder in successful proxy contests for control of publicly-held utility companies
- Representing a manufacturing company issuing $100 million of senior notes in a 144A offering and an exchange of those notes for notes registered with the Securities and Exchange Commission
- Assisting a manufacturing company in its initial public offering of $100 million of common stock
- Representing a significant shareholder of a publicly-traded bank in connection with his proposal to eliminate the staggered board structure
- Representing a publicly-held company in connection with a reverse stock split and “going private” transaction
- Representing a retail eye ware company in its initial public offering, subsequent secondary offering and eventual acquisition in a public tender offer
- Assisting a manufacturer and distributor of medical devices to go public by reverse merging with a registered shell company
- Securing state tax credits available to start-up technology companies and their investors
- Representing an investor group in connection with obtaining control of registered shell company and the subsequent acquisition of a railroad tie reclamation and disposal company
- Advising a major shareholder in a proxy contest to elect new directors of a publicly-held real estate investment trust
- Representing a registered investment advisor in the formation of hedge funds, including preparation of private placement documents
- Representing a publicly-held natural gas utility company in a $15 million rights of offering
For more information about our securities practice, please contact Christopher J. Hubbert at 216-736-7215 or firstname.lastname@example.org.