HSE Securities and Capital Markets Newsletter – Winter 2022

Editor’s Message 

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Happy New Year! I hope you and your families had a safe and enjoyable holiday season. As we prepare to take on 2022, it can be instructive to look back on 2021. Last year was a record-setting year in the capital markets and we experienced a level of busyness in our Securities and Capital Markets group not seen since the dot-com boom of the late 1990s. Whether it was a SPAC, IPO, uplist transaction, public company acquisition, overnight deal, follow-on offering, ATM, secondary offering, or private placement, we saw a lot in 2021 as demonstrated by the graphic below depicting our rapid growth in both the number and the size of deals we completed during 2021. While our deal pipeline remains strong during the first quarter of 2022, it is anticipated that we will begin to see a slowdown in the capital markets during 2022 if interest rates rise and no additional government stimulus occurs. It appears that 2022 will be a busy year of SEC rulemaking and we expect ESG disclosure to continue to evolve and become more prevalent due to investor demand. Our featured article about the current proxy season highlights some of these trends and developments that our public company clients should be aware of. We also expect to see the SEC enforcement division continue to be aggressive during 2022, which might create challenges for our clients. I hope you enjoy this newsletter and find the articles and guidance provided helpful as you prepare for a busy first quarter. Best wishes for a prosperous 2022!

Alex McClean
Practice Group Leader, Securities and Capital Markets Group

Securities and Capital Markets Deal Results 2017 – 2021

Click the image below to view as a PDF file.



















*including securities issued for future exercise or conversion

Recent Deal

Harter Secrest & Emery Advises SPAC on $143.75 Million Initial Public Offering and Nasdaq Listing 
We recently represented OmniLit Acquisition Corp., a special purpose acquisition company (SPAC) in its initial public offering of units and Nasdaq listing. The total gross proceeds of the deal were approximately $143.75 million (before underwriting discounts, commissions, and estimated offering expenses). View the deal press release. For more information about SPACs, click here to read a past newsletter article that describes SPACs, explains how they are different, and why they have been popular during the pandemic.

Event Recap

Q4 Investor Summit Micro & Small Cap Conference – The Nuts and Bolts of Uplisting 
HSE attorneys, Alex McClean and Chris Murillo, along with Ritesh M. Veera, Partner & Senior Managing Director at Maxim Group, David A. Donohoe, Jr., President of Donohoe Advisory Associates LLC, and Tamara Kondic, Managing Director of Donohoe Advisory Associates LLC, were featured in the only panel discussion at the popular Q4 Investor Summit Micro & Small Cap Conference. The Q4 Investor Summit offered an opportunity for investors to meet with C-level management of 90+ companies and showcased more than 500 investors including institutional investors, family offices, high-net-worth individuals, and regulated investor advisors. In “The Nuts and Bolts of Uplisting” panel discussion, our team shared practical advice for companies that are considering, or are in the process of, uplisting to a stock exchange, including key insights from having successfully advised multiple companies through the process.

Featured Article

Preparing for the 2022 Proxy Season
Now that 2022 has begun, it is time for public companies to start planning for and drafting their upcoming annual reports and proxy statement disclosures. This article highlights rule changes and guidance regarding federal securities laws as well as updates to proxy advisory firm guidance for 2022 that may impact your disclosure and corporate governance in the upcoming proxy season and beyond. Click here to view article.

Legal Insights

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:

Cryptocurrency Corner

Federal Jury Rejects SEC Position That All Digital Assets Are Securities
In a verdict that may have significant implications in the crypto space, a federal jury in the District of Connecticut recently found that four digital asset-related products were not securities. The case, Audet v. Fraser, stands in contrast to the Securities and Exchange Commission’s (“SEC”) position that digital assets should be regulated as securities and related transactions, such as cloud mining, are nearly always securities transactions. This article provides a 360-degree view of the issue with the legal background, details of the case, and helpful information on how blockchains and mining pools function. View the article.

Executive Compensation Forum

SEC Proposes Changes to 10b5-1 Plans
Since last July, when SEC Chair Gary Gensler announced this was a priority at a Wall Street Journal event, we have been following the SEC’s efforts to revise the rules governing 10b5-1 plans. In December, the SEC acted on their Investor Advisory Committee’s recommendations and issued proposed amendments that are intended to address potentially abusive practices associated with Rule 10b5-1 plans. Read more about the proposed amendments here.

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. ©2022 Harter Secrest & Emery LLP