Thompson & Knight’s attorneys assist with all aspects of capital formation and are particularly adept at public offerings and private placements of debt and equity securities. We represent both issuers and underwriters in a variety of capital markets and securities matters, including initial public offerings, follow-on offerings, shelf registrations, Rule 144A offerings, and spin-off transactions.
We advise issuers and underwriters on the analysis, structure, negotiation, and management of such transactions, beginning with pre-transaction planning and including due diligence. Our attorneys prepare and file registration statements and other offering materials, FINRA filings, and "blue sky" registrations and exemption analysis. We advocate on our clients' behalf when rating agencies review debt securities. In addition, we advise our publicly traded clients on reporting and compliance requirements under all federal and state securities laws.
Initial Public Offerings
Our lawyers have extensive experience in all aspects of the initial public offering process, including:
- Conducting thorough due diligence reviews
- Developing and implementing pre-offering restructurings
- Attending to and implementing executive and employee benefit plans
- Advising issuers about anti-takeover mechanisms
- Working with management and the underwriters to tell the company’s story effectively in the prospectus
- Preparing the registration statement and listing application
- Working with the Securities and Exchange Commission staff
- Negotiating the underwriting terms and conditions
- Coordinating the efforts of selling stockholders
Private Placements and Rule 144A Offerings
We counsel clients seeking to raise funds through transactions exempt from the registration process, which are designed to access the capital markets more quickly than registered public offerings. Navigating exempt transactions can be a complicated process.
Rule 144A offerings are made only to qualified institutional purchasers, such as large financial institutions, and are often comparable in size to public securities offerings. Yet these offerings can be accomplished without the need to negotiate the offering with the SEC. Often, the debt securities are registered with the SEC following the Rule 144A offering, but the recent changes to Rule 144 have reduced the number of such registrations, since most purchasers of such debt securities are able to resell those securities six months after their purchase.
Thompson & Knight has represented issuers, purchasers, and domestic and foreign investment banks in all aspects of these alternatives to public offerings.
Securities Reporting and Compliance
We advise clients on Securities Act and Exchange Act compliance and the evolving governance requirements of the New York Stock Exchange, NASDAQ, and other securities markets, including with regard to:
- Periodic reporting under the Securities Exchange Act of 1934, including:
- Counsel on disclosure controls and procedures and internal control over financial reporting
- Preparation and filing of periodic and other reports on Forms 10-K, 10-Q, 8-K, 20-F, and 11-K
- Various certifications required in connection with those filings
- Preparation for annual meetings, including:
- Preparing proxy statements and annual reports
- Providing counsel regarding shareholder proposals
- The establishment of Board of Director and Committees in compliance with relevant independence requirements, including:
- Analysis of director independence requirements
- Preparation of committee charters and other corporate governance policies
- Advice to Boards of Directors and board committees, including audit, compensation, nominating, risk, and special committees