Securities and Capital Markets

The HSE Securities and Capital Markets team includes lawyers who worked at much larger law firms before coming to HSE, and we regularly advise on deals with AmLaw 100 firms and major investment banks. We leverage this big market experience to provide our clients with sophisticated, pragmatic and creative counsel at highly competitive rates. Many of the services provided by our team are billed on a flat fee or retainer basis.

With 10 attorneys devoted to practicing securities law in western New York state, we bring a depth and breadth of experience unmatched in the region. We focus on serving micro- ($50 million to $300 million) and small-cap ($300 million to $2 billion) entities, but we have advised U.S. and international clients with market capitalizations from $10 million to more than $30 billion. In addition to public companies and private start-up and growth companies, we represent investment banks, registered investment advisors (RIA), broker dealers, REITs, hedge funds, foreign professional services firms and foreign securities issuers.

We advise these clients on a full range of securities and capital markets matters, with particular strength providing counsel on:

Public Transactions

Initial public offerings with the Securities and Exchange Commission, uplist transactions/re-IPOs, registered direct transactions, confidentially marketed public offerings / wall-crossed deals, PIPE transactions, at-the-market (ATM) offerings, equity line financings, public offerings in connection with merger transactions, Rule 144A offerings, rights offerings, secondary offerings and WKSI offerings.

Private Transactions

Crowdfunding offerings, private placements, Regulation A+ offerings, Regulation D offerings (504/506 offerings), Rule 506 (c) offerings, Rule 701 for equity compensation plans and sales of restricted stock.

Compliance and Reporting

Annual and quarterly reports, proxy statements and annual reports to shareholders, current reports on Form 8-K, Form 20F, reports of insider transactions under Section 16 of the Exchange Act, compliance with Rule 144 resales, compliance with Section 16 short-swing profit provisions, going private transactions, tender offer filings, 14C information statements and 13D and 13G filings regarding beneficial ownership and possible change of control.

Corporate Governance

Representing boards in connection with compliance with major corporate events as well as compliance with Sarbanes-Oxley and stock exchange listing standards.

Financial Services Industry Regulatory Compliance

Advising registered broker-dealers and investment advisers, including private equity funds and hedge funds, on all phases of regulatory compliance; advising regulated investment advisers and broker-dealers in mergers and acquisitions, restructurings, changes in ownership and other significant transactions; representing regulated entities in SEC examinations and enforcement proceedings; representing regulated entities and registered representatives in arbitration proceedings before FINRA.

Securities Litigation

Reporting registration in class action securities litigation and representing brokers/dealers in securities litigation and arbitrations.

Blue Sky (State Securities) Regulation

Notification/registration of securities under state securities laws and obtaining suitable exemptions under state securities laws for securities offerings.

Internal Investigations

We have conducted numerous internal investigations for clients to identify potential issues arising under federal securities laws, SEC and FINRA regulations, as well as numerous other state and federal laws and regulations.

In addition, we recognize that successful deals require a multi-disciplinary team approach, and we collaborate closely with investment bankers, underwriters and funders. When needed, we bring in talent from other HSE practice teams such as Employee Benefits and Executive Compensation, Intellectual Property, Labor and Employment, Litigation, Mergers and Acquisitions, Private Equity and Venture Capital, and Tax – to ensure a deal gets done right.

What We See on the Horizon

Contact our HSE Securities team for our latest insights about the following:

  • Value-added services. We know that each client’s business horizon looks different, so we work hard not only to know their business but to address client needs which lie beyond the realm of our core services. In addition to providing sophisticated and cost-efficient securities and capital markets advice, we help clients to identify potential financing sources, scope out qualified board and executive team members, and provide referrals to legal counsel outside the United States.
  • Raising capital in a recession. Whenever economic indicators signal the possibility of a recession, corporate clients express concern about how they will raise capital in such an environment. Our team has extensive experience addressing the capital needs of businesses during recessions and brings deep knowledge of the alternative transaction models, equity lines of credit and other strategies for raising capital during an economic downturn.

A Novel Mechanism to Raise Capital Quickly Led to Oversubscribed IPO for Middle East Based Manufacturer

Where we started: When Jerash Holdings approached us, it was a small private company operating a highly profitable business out of Jordan. It was producing high-quality textile goods for leading global brands such as North Face, Nautica, Timberland, Calvin Klein, Tommy Hilfiger, and IZOD, and for well-known retailers such as Walmart, Costco, Sears, Columbia, and Land’s End. The company wanted to take its business to a higher level, but it did not have access to money center banks or a viable stock exchange to raise the capital needed.

Our strategy: Working closely with a team of investment bankers, we created a strategy that included a novel mechanism to quickly raise capital. We organized a series of offerings – attracting both Chinese and U.S. investment – to allow the company to raise growth capital and provide a path to liquidity for the existing owners. The strategy also enabled them to partner with commercial banks, attract potential new customers, register with the Securities and Exchange Commission, and become listed and commence trading on the Nasdaq stock exchange.

As part of the lead-up to the IPO, the HSE Securities and Capital Markets team assisted Jerash in creating and preparing for road show presentations to potential investors. The presentations were given in Jerash’s home country of Jordan, as well as Hong Kong, mainland China, New York City, and HSE’s offices in Rochester. We attracted dozens of people to the presentations, including representatives from national and international investment banks as well as potential investors from throughout Western New York. Hosting a road show in Western New York is not a common occurrence, but it was a successful effort, as were the other presentations. The IPO was a success and not only were all of the shares sold, but the offering was oversubscribed.

The outcome: While it was initially estimated that it might take two years to raise the capital necessary to become listed, it actually took less than 18 months. On May 2, 2018, Jerash announced the closing of its “best efforts” initial public offering of common stock and on December 8, 2018 the company’s management team rang the bell at Nasdaq. When Jerash Holdings (US), Inc. (NASDAQ: JRSH) began trading its common stock in the Nasdaq Capital Market, it became the first Jordanian company to list on a major U.S. exchange. Jerash’s successful Nasdaq listing is being celebrated – by the company and in Jordan’s business community – as a monumental accomplishment.

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Disclaimer

This website presents only general information not intended as legal advice. Although we encourage calls, letters and emails from prospective clients, please keep in mind that merely contacting Harter Secrest & Emery LLP (HSE) does not establish an attorney-client relationship between us. Confidential information should not be sent to HSE until you have been notified in writing by HSE that a formal attorney-client relationship has been established. Information sent to us before then may not be treated as confidential by HSE or the court.

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