Securities and Capital Markets
Our Securities and Capital Markets team includes lawyers who worked at much larger law firms before coming to HSE, and we regularly advise on deals with AmLaw 100 firms and major investment banks. We leverage this big market experience to provide our clients with sophisticated, pragmatic and creative counsel at highly competitive rates.
Recognized for our sophisticated representation of companies and investors in financings and related regulatory compliance. Attorneys in our Securities practice have been honored by Chambers USA: America’s Leading Lawyers for Business for several years. Chambers USA, the worldwide leader in attorney and firm rankings, has been ranking the best lawyers since 1990, and now covers over 185 jurisdictions. The Chambers USA 2020 edition highlighted our “impressive portfolio of public and private clients, including private equity funds, venture capital players and startups as well as companies in the telecommunications, pharmaceuticals and manufacturing sectors.”
With 10 attorneys devoted to practicing securities and capital markets law in Western New York, we bring a depth and breadth of experience unmatched in the region. While we advise U.S. and international clients with market capitalizations from $10 million to more than $30 billion, we focus on serving micro- ($50 million to $300 million) and small-cap ($300 million to $2 billion) entities. In addition to public companies and private start-up and growth companies, we represent investment banks, REITs, registered investment advisors (RIA), special purpose acquisition companies (SPACs), broker dealers, hedge funds, foreign professional services firms and foreign securities issuers.
Transcat, Inc in a $80.5 million public offering.
Represented Transcat, Inc, a Rochester-based public company, in an $80.5 million underwritten public offering of shares of common stock, which includes the full exercise of the underwriter’s over-allotment option.
Edible Garden AG Incorporated in a $3 million public underwritten offering.
Represented Edible Garden AG Incorporated, a New Jersey-based public company, in a $3 million registered public underwritten offering on Form S-1.
VerifyMe, Inc. in a $10 million public underwritten offering and uplisting to Nasdaq.
Represented VerifyMe, a Rochester-based public company, in a $10 million registered public underwritten offering and simultaneous uplist to the Nasdaq Capital Market. VerifyMe raised $10 million of capital to commercialize its anti-counterfeiting technology.
Athenex, Inc. in a $100 million PIPE offering.
Represented Athenex, a Buffalo-based public company, in a $100 million private investment in public equity (PIPE) offering to enable further research and development of its oncology drugs and therapies. We assisted in drafting and filing a registration statement with the SEC to register for resale the shares purchased by the investors in the offering.
Maxim Group LLC in underwriting a $14.6 million CMPO for Milestone Scientific.
Represented Maxim Group, a New York City-based broker-dealer, in an underwritten, confidentially marketed public offering (CMPO) of shares of common stock and warrants of Maxim’s client, Milestone Scientific, raising total gross proceeds of approximately $14.6 million for Milestone.
Jerash Holdings (US), Inc. on its $10 million initial public offering and listing on Nasdaq.
Represented Jerash Holdings (US), Inc. on its initial public offering and listing on the Nasdaq Capital Market. Jerash’s IPO was an international effort, with a finance team in Hong Kong, executives in New York and operations in Jordan. This is the first time a Jordanian company traded on a major U.S. stock exchange.
Maxim Group LLC in underwriting a $12 million public offering for Applied DNA Sciences Inc.
Represented Maxim Group in a $12 million underwritten, follow-on public offering of shares and pre-funded warrants for Applied DNA Sciences, a biotechnology company.
Financial Institutions, Inc. in a $40 million at-the-market offering.
Represented Financial Institutions, Inc., the holding company for Western New York based Five Star Bank, in a $40 million at-the-market (ATM) offering of shares of common stock.
Financial Institutions, Inc. in a $40 million subordinated debt offering.
Represented Financial Institutions, Inc., the holding company for Western New York based Five Star Bank, in a $40 million offering of subordinated notes.
We advise our clients on a full range of securities and capital markets matters, with particular strength providing counsel on:
- Initial public offerings (IPOs) and follow-on public offerings
- Uplist transactions
- Confidentially marketed public offerings (CMPOs)/wall-crossed deals
- Registered direct offerings
- Private investment in public equity (PIPE) offerings
- At-the-market (ATM) offerings
- Equity line financings
- Public mergers
- Rule 144A offerings, rights offerings, and secondary offerings
- Special purpose acquisition companies (SPACs)
- Private placements, including Regulation D (Rule 506 and Rule 504) offerings
- Regulation A+ offerings
- Crowdfunding offerings
- Rule 701 for equity compensation plans and sales of restricted stock
Compliance and Reporting
- Annual, quarterly and current reporting under the Exchange Act of 1934
- Proxy and information statements
- Stock exchange listing standards
- Section 16 reporting of insider transactions and beneficial ownership
- Rule 144 resales
- Advising boards in matters ranging from day-to-day governance to securities offerings and major corporate events, including strategic transactions
- Compliance with stock exchange listing standards
- Analyzing ISS and Glass Lewis proxy voting policies
Financial Services Industry Regulatory Compliance
- Advising registered broker-dealers and investment advisers, including private equity funds and hedge funds, on all phases of regulatory compliance
- Advising regulated investment advisers and broker-dealers in mergers and acquisitions, restructurings, changes in ownership and other significant transactions
- Representing regulated entities in SEC examinations and enforcement proceedings
- Representing regulated entities and registered representatives in arbitration proceedings before FINRA
- Reporting registration in class action securities litigation
- Representing broker-dealers in securities litigation and arbitrations
Blue Sky (State Securities) Regulation
- Advising public and private companies on suitable state-level securities law exemptions
- Compliance with notification and registration requirements under state securities laws
In addition, we recognize that successful deals require a multi-disciplinary team approach, and we collaborate closely with investment bankers, underwriters and funders. When needed, we bring in talent from other HSE practice teams such as Employee Benefits and Executive Compensation, Government and Internal Investigations, Intellectual Property, Labor and Employment, Litigation, Mergers and Acquisitions, Private Equity and Venture Capital, and Tax to ensure a deal gets done right and our clients have talented, specialized advocates.