Securities

Shipman's lawyers provide practical legal advice on transactions involving significant federal and state securities law issues, such as private placements, mergers and acquisitions, and complex financing transactions. The firm also provides legal services to securities professionals and other securities industry participants, including broker-dealers, investment advisers, commodity trading advisor and transfer agents.

Our clients include emerging companies, middle market companies, public companies (e.g., high tech companies, alternative energy companies, manufacturers and utilities), banks, specialty finance companies, investment funds, municipalities and underwriters.

We regularly provide advice and counsel to our clients in the following areas:

Private placements of common and preferred equity securities, warrants and options, various "hybrid" equity/debt securities, and convertible and exchangeable debt securities, initial public offerings, follow-on offerings, secondary offerings, and PIPE transactions
SEC filings, including Forms 10-K, 10-Q and 8-K, Forms 3, 4, and 5 under Section 16, Schedules 13D and 13G and proxy statements, and processing SEC comments and inquiries regarding these and other filings
The challenges of dealing with public shareholders, including preparation and review of press releases, insider trading issues, anti-takeover measures, proxy solicitations, including assistance in the preparation for annual meetings, tender offers and similar matters
Stock-based executive compensation plans, dividend reinvestment plans, employee stock purchase plans, ESOPs and S-8 filings
Fund formation and portfolio investing
Regulation FD compliance
Stock for stock exchanges and mergers and related S-4 filings
Regulation S for international offerings, Rule 144A for qualified institutional buyers, and Rules 144 and 145 for secondary market trading
State securities law/"blue sky" issues

We are committed to providing quick, practical, cost-efficient service to our clients needing securities law counseling. We work closely with firm's business and corporate, corporate trust, public finance and business litigation practices as well as with our data privacy and security team to provide the full range of experience and knowledge required by our clients.

Experience

Investment management

Representation of Structured Credit Fund

"Spin-off" Fund from Financial Institution

Representation of the sponsor in connection with the formation of a 'mini-master' fund structure comprised of an offshore Cayman feeder fund and onshore U.S. feeder fund, as well as an interposed intermediate Cayman limited partnership and Cayman master fund. The master fund invests principally in stressed and distressed structured credit securities, such as ABS, RMBS, CMBS and CDO securities. In addition, representation of the sponsor and its principals in the negotiation and drafting of the general partner limited liability company agreement.

Private equity & mezzanine finance

Mezzanine Financing for Manufacturing Company in the Marine and Vehicle Industries

Representation of a privately-held manufacturing company in connection with the offer and sale to a group of investors of (i) 15% senior subordinated promissory notes in the aggregate principal amount of $12,000,000 and (ii) warrants to purchase approximately 30% of the outstanding units of membership interests of the company on a fully diluted basis after giving effect to the transaction.

Securities law

Common Stock Offering by Asset Management Company

Representation of a privately-held asset management company in connection with the offer and sale to a group of private investment fund investors of 1,500,004 shares of common stock. The transaction was structured to comply with the "change of control" rules under Section 382 of the Internal Revenue Code of 1986, as amended. Representation included preparation of transaction documents consisting of a securities purchase agreement and other ancillary documentation, including waivers of preemptive rights.

Primary Contacts

Partner

Partner

jschulwolf@goodwin.com

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