Securities

Experience that gets results for issuers, underwriters and investors

Companies, investors and underwriters turn to Jeffer Mangels Butler & Mitchell in connection with a wide variety of securities transactions. From the newest startups to the most established corporations, we help our clients navigate through the ever-changing regulatory and business environment that characterize today's equity and credit markets. Issuers rely on us to help them analyze investments proposals and to secure the capital necessary to grow their businesses. Investors rely on us to provide critical analysis and advice as to investment structures and legal due diligence to help assess the viability of issuers.

Our lawyers understand today's capital markets and are able to quickly grasp the fundamentals of a transaction, develop the most cost-effective financing structure and proactively identify problems. Our advice reflects an understanding and commitment to each client’s entire business plan, not just the financing process. We think strategically and never offer one-size-fits-all advice.

JMBM is a top choice as legal advisor for financing transactions thanks to our working relationships with a variety of issuers, investors, investment banks, venture capitalists, private equity funds, and regulators. Our experience on both the issuer and investor sides of securities transactions as well as our extensive regulatory expertise gives us a broad perspective that allows us to help clients reach solutions, where other lawyers may only see problems.

Public and private offerings

Existing public companies, as well as early-stage companies that hope to eventually access the public markets, have the assurance of knowing that our lawyers have assisted many clients of all sizes on transactions involving both public offerings and private placements. Our experience extends to:

  • Public common stock offerings (IPOs and follow-on offerings)
  • Public debt offerings
  • Securitizations and hybrid securities backed by financial assets like mortgages and receivables
  • Shelf registrations
  • Public merger transactions
  • Exchange offers
  • Private placements with resale registration statements (PIPE transactions)
  • Rule 144A offerings
  • Angel financings and later round venture capital financing
  • Retail and institutional private placement transactions

For our issuer clients, we make sure that any equity or debt offering takes place in the way that is best for a client’s overall capital structure. If that includes a restructuring or recapitalization, you can rely on us to complete it effectively – particularly when it comes to positioning our clients for eventual sale or spin-off.

Venture capital finance and growth capital

Our lawyers often introduce the management of growth companies to venture capital sources and other seasoned investors, and steer them toward successful growth strategies. We frequently help emerging companies find qualified sources of investment banking services. At later growth stages, we help our clients with acquisitions and mergers, tender offers, leveraged buy-outs and the complex securities, corporate finance and tax issues these transactions involve.

On the investment side, our clients include top venture capital and private equity funds. We also counsel portfolio companies and high-growth-oriented businesses. Our lawyers understand what is important to each participant in such deals and can develop alternate approaches and structures. Whether the issue is management control, protective covenants or eventual exit strategies, we take clients through every step in the venture investing process. With our resources to handle tax, regulatory and other issues, we’re well suited to help our clients achieve their financial and investment goals.

Compliance and reporting

The federal and state regulatory requirements imposed on public companies and private companies seeking to raise capital are complex and constantly evolving. Given the complexity of these laws, experienced and responsive securities counsel is a must. Our lawyers have extensive experience in assisting clients with securities law compliance issues, including:

  • Preparation of required periodic reports (Forms 10-K, 10-Q and 8-K)
  • Preparation of proxy statements and related proxy solicitation material
  • Advice regarding Sarbanes-Oxley requirements and best practices
  • Preparation and advice regarding reports on trading by corporate insiders
  • Analysis of state “blue sky law” requirements and preparation of related filings
  • Advice regarding corporate governance issues for public and private companies
  • Responding to comment letters and inquiries from SEC and state securities regulators

Compliance with disclosure requirements has become critical for public companies, and we guide clients through the complexities that govern forward-looking statements, use of non-GAAP financial information, and communication with investors and securities analysts.

Because the body of governance laws and procedures is changing so rapidly (the Sarbanes-Oxley Act is just one example), and because filing requirements can involve significant differences of interpretation, we work closely with our clients to review the alternatives and assess the risks involved in every disclosure action.

Investment credits

Investors, syndicators, developers and lenders have a big stake in the effective tax structuring of low-income housing and tax increment financing projects. JMBM has handled the tax, real estate, bond financing and lending concerns from numerous tax credit transactions.

Whether the project is an inner-city low income housing development, a mixed-income project or senior housing, we provide a dedicated team that can quickly and cost-effectively handle all aspects of the implementation. In just one example, we represented a large insurance company in connection with hundreds of investments in low-income housing tax credit developments.

Successes