Securities

The Securities Practice Group advises public and privately held companies about capital raising, disclosure, and other issues affecting the issuance or transfer of securities.

We provide services to clients in a wide range of fields, including financial institutions, real estate syndications, and those engaged in the software, telecommunications, energy, biotechnology, medical device, and life science industries. 

We also advise officers, directors, investors, banks, investment bankers, investment advisers, and broker-dealers on both transactional and regulatory matters. 

The scope of our representation includes a broad range of transactional and regulatory advice, including:

  • Public Securities Offerings
  • COIN, Token and Blockchain Offerings
  • Private Placements of Debt and Equity Securities
  • Crowdfunding
  • Venture Capital
  • Private Equity
  • Mergers and Acquisitions
  • Reorganizations
  • Broker-Dealer and Investment Adviser Regulations
  • Banking Regulations
  • State "Blue Sky" Compliance
  • Proxy Statements, Annual Reports, and other Periodic Reporting
  • Stock Options and Other Equity Compensation Plans
  • Board of Directors' Fiduciary Duties
  • Special Committees
  • Corporate Governance Matters

Our group's representative experience includes:

IPOs:

  • Counseling a global provider of biopharmaceutical development services and commercial outsourcing services in its $1.1B initial public offering and listing on the New York Stock Exchange.
  • Representing a telecommunications company in its initial public offering and several follow on public offerings.

SPAC:

  • Representing a software company going public via a merger with a Special Purpose Acquisition Company.

Venture Capital Investments and Investment Funds:

  • Representing dozens of technology and science-based businesses in their capital-raising in seed, angel, venture capital, and corporate partner investments.
  • Forming multiple Venture Capital Investment Funds, related private placement offerings to investors, and providing counsel regarding Investment Adviser and Investment Company Act regulatory issues.

Private Equity:

  • Counseling a global biopharmaceutical services company in connection with a private equity transaction that reconstituted the company’s ownership and provided liquidity to its existing security holders.

Crowdfunding and Crowdfunding Platforms:

  • Assisted the first North Carolina company to launch a Title III Regulation Crowdfunding.
  • Representing Crowdfunding Platforms in regulatory, contract, website, and other matters.

Regulation A offering:

  • Representing issuer in first offering approved by Securities and Exchange Commission under new Regulation A+.

Licensing:

  • Representing licensor of patent and related cell line in license to large public biotechnology company in $2B transaction.

Debt Financings and Refinancings:

  • Advising a multinational manufacturer and supplier to the papermaking industry in connection with a private placement of $240M of senior notes and subsequent exchange offer.
  • Representing a major convenience store chain with a refinancing of senior credit facilities, tender offer, and consent solicitation of outstanding senior secured notes.
  • Counseling a global biopharmaceutical services company with its $525M offering of senior notes, and the execution of a related holding company reorganization and the spinoff of a subsidiary to its shareholders.

Acquisitions:

  • Advising a global CRO business in the staged acquisition of the leading interactive response technology provider for $75M in value.
  • Representing a global semiconductor manufacturing company with the acquisition of a privately-held company (valued at approximately US $200M).
  • Representing a global solid state LED lighting company in a related fairness hearing before the Securities Division of the North Carolina Secretary of State.

Furthermore, our securities and patent lawyers are collaborating  to offer Fintech services for tokenized securities offerings and ICOs using blockchain and smart contracts, crowdfunding and other media assisted offerings for both venture capital funds, portfolio companies and businesses that choose alternative financing.

Our litigators frequently represent issuers, officers, directors, investors, broker‑dealers, and investment advisers in securities fraud, fiduciary duty, and regulatory proceedings, including before the dispute resolution division of the Financial Industry Regulatory Authority ("FINRA").

We also frequently draw upon the skills and experience of attorneys in our other practice groups, including  real estateintellectual propertyemploymenttax, and financial institutions.  This allows us to assist our clients with a variety of other legal matters.  

We are your established legal network with offices in Asheville, Greenville, New Bern, Raleigh, and Wilmington, NC.

Securities Team