HSE Securities and Capital Markets Newsletter – Fall 2020

Editor’s Message

Jenkins Jim 2010 014 HSE Roc 0199WebReadyHow lucky am I to have something that makes goodbye so hard.” – Winnie the Pooh

Many are wishing 2020 a swift goodbye. I think we can all agree this year has caused challenges for all of us that we had no idea we’d face on January 1st. Remote work and remote learning are the new norm. Face masks and social distancing are among the most used words for this strange year. And, 2020 has proved how resilient we have all been. Hopefully for you it has given you time to spend with loved ones; time you probably never had prior to the pandemic. I would suggest that might be a good thing. It has also given me (and hopefully many of you) perspective. I was fortunate enough to meet two grandchildren who arrived at the height of the pandemic. And, I have had valuable time with them and my family. It has given me some perspective. I have loved this job for 31 years. It’s the only real job I’ve ever had. But I have always wanted to be an integral part of a management team as a general counsel. I’ve had the desire to be a general counsel for years and I have decided to pursue that role. 

So, it is with mixed emotions that I announce that this will be my last communication with you our valued clients.  I have accepted an offer to assume the new role of General Counsel and VP of Corporate Development at Transcat, Inc.  The emotions are mixed in a few ways. I’m grateful to my partners and colleagues at Harter Secrest and Emery LLP for being my second family for the last 31 years. I’m also grateful for all the clients I’ve had the good fortune to counsel. I’ll continue to cherish the clients I’ve had and I know they are in great hands with HSE. I will miss all of them. 

Finally, and most importantly, I’m so incredibly excited to become a part of the team at Transcat. I’ve counseled management there for 20 plus years. I’ve seen it emerge from almost being delisted from Nasdaq to a growth company. I already have so many friends there. Transcat was founded in 1964—the same year I was born. So, you might say I was born for this job. Can’t wait to get started! Stay safe everyone! 

James M. Jenkins
Partner, Securities and Capital Markets Group

McClean Alex 2011 038 HSE 319WebReadyJust keep swimming . . . – Dori, Finding Nemo

2020 has been a strange year full of unexpected change, so it is only fitting that this is the year that Jim decided to take the plunge and join the management team at Transcat.  While we are sad to see Jim go after being the heart and soul of our Securities and Capital Markets practice for 30 years, we are excited for him and the team at Transcat who will benefit from Jim’s leadership and counseling.

While Jim’s departure will certainly have an impact, we still have a deep and amazing team of securities lawyers at HSE that “just keep swimming” by providing sophisticated securities law advice to our clients every day.  I am also pleased to announce that Kayla Klos has been elected to the partnership.  Kayla joined our Securities and Capital Markets practice a little over four years ago after practicing as a securities lawyer at another law firm in Buffalo for 20+ years.  Kayla is an immensely talented securities lawyer and an even better person, and I couldn’t be more pleased to have her join me and Dan Kinel as partners in our Securities and Capital Markets group.

We continue to see strong capital market activity as companies look to take advantage of relatively cheap money to strengthen their balance sheets given the uncertainty ahead.  With a global pandemic that shows no signs of going away and an election year, we expect that our clients will continue reacting to changing market conditions.  Know that we will be by your side to provide you with the timely advice you need to continue to move your businesses forward. Just keep swimming! 

Alex McClean
Practice Group Leader, Securities and Capital Markets Group

Upcoming Event

Accessing Capital Markets Webinar Series
Session I – November 18, 2020 – 9:00 – 10:30 am

We have partnered with DeloitteKei Advisors, and Maxim Group to host a five-part complimentary webinar series on the latest trends and insights in accessing the capital markets. The series will feature top investment bankers, accountants, attorneys, and investor relations professionals sharing their knowledge on challenges, opportunities, and strategies on raising capital, managing investors, corporate governance considerations, financial reporting and internal controls, and how technology has revolutionized capital raising. 

Details and registration information to follow. We hope you will join is!

In the News

As leaders in the legal and business communities, our attorneys regularly provide thought leadership to inform the public on a variety of relevant topics. Over the past quarter our Securities and Capital Markets team was featured in media outlets and at events listed below:

Press Release: Harter Secrest & Emery Advises Athenex, Inc. in Connection with $110 Million Public Offering

COVID-19 Impact: What’s Next from a Legal Perspective
HSE Securities and Capital Markets partners Jim Jenkins and Alex McClean participated as panelists during the recent SNN Network Virtual Conference – the Premier Virtual Event in MicroCap Finance. SNN Network brings together the most promising companies and top dealmakers in MicroCap Finance for four days of company presentations, one-on-one meetings, and educational panels. Click here to watch the video.

Legal Insights and COVID-19 Resources

We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to some of our recent articles.

As the implications of COVID-19 continue to evolve, we remain committed to providing insight from across the firm to help you respond to any legal and business issues that may arise during these uncertain times. The firm has created a COVID-19 web page that is regularly updated with the latest information on a variety of legal topics including labor and employment, healthcare, tax, legislative, regulatory, immigration, construction, privacy and data security, and more.

Cryptocurrency Corner

Crypto Innovations in Decentralized Finance: A Yield Farming Overview
This article covers yield farming, the newest phenomenon taking off in crypto, giving a 101 overview of how it works, the parallels in the space to crypto’s ICO days, as well as potential regulatory pitfalls for the decentralized finance (DeFi) platforms driving a growing speculative bubble. Please click here to view.

Executive Compensation Forum

Stock Option Exchange Programs – Addressing “Underwater” Stock Options by Christopher M. Potash
Many publicly traded companies use equity compensation to motivate and retain their top-performing employees and to align the interests of employees with those of shareholders. However, due to the COVID-19 pandemic, many employees are currently holding “underwater” stock options. This article describes stock option exchange programs, provides approaches to implementing a program and design considerations that may offer a company a solution to incent their most valuable employees. Please click here to view.


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Attorney Advertising. Prior results do not guarantee a similar outcome. This publication is provided as a service to clients and friends of Harter Secrest & Emery LLP. It is intended for general information purposes only and should not be considered as legal advice. The contents are neither an exhaustive discussion nor do they purport to cover all developments in the area. The reader should consult with legal counsel to determine how applicable laws relate to specific situations. ©2020 Harter Secrest & Emery LLP