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.
Select Transactions
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.
Our Capabilities
We advise our clients on a full range of securities and capital markets matters, with particular strength providing counsel on:
Public Transactions
- 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 Transactions
- 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
Corporate Governance
- 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
Securities Litigation
- 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.
Helping an Emerging Technology Company Transform
Where we started: Our client, VerifyMe, Inc., is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. One of the goals of their technology is to offer solutions to address global problems associated with the flood of counterfeit goods and services across many industries and products. When HSE started working with VerifyMe, they had been operating for ten years and had just started commercializing their anti-counterfeiting technology.
Our strategy: To obtain funding as the company transitioned from the development stage to commercialization, we helped them secure two bridge financings. The additional capital allowed them to deliver on the continued demand for their technology and provided necessary liquidity to grow shareholder value. We then assisted VerifyMe with a $10 million underwritten public offering of units consisting of shares of its common stock and warrants to ramp up capital. Simultaneously, we helped VerifyMe secure the listing of its shares of common stock and warrants on the Nasdaq Capital Market.
The outcome: With the additional $10 million of equity capital, VerifyMe, whose common stock and warrants now trade under the symbols “VRME” and “VRMEW”, can further commercialize its technology while receiving the benefits of a Nasdaq listing.
A Novel Mechanism to Raise Capital Quickly Led to Oversubscribed IPO for Middle East Based Manufacturer
Where we started: When Jerash Holdings approached us, it was a small private company operating a highly profitable business out of Jordan. It was producing high-quality textile goods for leading global brands such as North Face, Nautica, Timberland, Calvin Klein, Tommy Hilfiger, and IZOD, and for well-known retailers such as Walmart, Costco, Sears, Columbia, and Land’s End. The company wanted to take its business to a higher level, but it did not have access to money center banks or a viable stock exchange to raise the capital needed.
Our strategy: Working closely with a team of investment bankers, we created a strategy that included a novel mechanism to quickly raise capital. We organized a series of offerings – attracting both Chinese and U.S. investment – to allow the company to raise growth capital and provide a path to liquidity for the existing owners. The strategy also enabled them to partner with commercial banks, attract potential new customers, register with the Securities and Exchange Commission, and become listed and commence trading on the Nasdaq stock exchange.
As part of the lead-up to the IPO, the HSE Securities and Capital Markets team assisted Jerash in creating and preparing for road show presentations to potential investors. The presentations were given in Jerash’s home country of Jordan, as well as Hong Kong, mainland China, New York City, and HSE’s offices in Rochester. We attracted dozens of people to the presentations, including representatives from national and international investment banks as well as potential investors from throughout Western New York. Hosting a road show in Western New York is not a common occurrence, but it was a successful effort, as were the other presentations. The IPO was a success and not only were all of the shares sold, but the offering was oversubscribed.
The outcome: While it was initially estimated that it might take two years to raise the capital necessary to become listed, it actually took less than 18 months. On May 2, 2018, Jerash announced the closing of its “best efforts” initial public offering of common stock and on December 8, 2018 the company’s management team rang the bell at Nasdaq. When Jerash Holdings (US), Inc. (NASDAQ: JRSH) began trading its common stock in the Nasdaq Capital Market, it became the first Jordanian company to list on a major U.S. exchange. Jerash’s successful Nasdaq listing is being celebrated – by the company and in Jordan’s business community – as a monumental accomplishment.
Key Contacts
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Alexander R. McClean
Partner
Rochester and New York City
585.231.1248
amcclean@hselaw.com -
Kayla E. Klos
Partner
Buffalo
716.844.3751
kklos@hselaw.com
Team
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Peter H. Abdella
Partner
Rochester
585.231.1116
pabdella@hselaw.com -
Siddharth Bahl
Associate
Rochester
585.231.1484
sbahl@hselaw.com -
Jerauld E. Brydges
Partner
Rochester
585.231.1239
jbrydges@hselaw.com -
Luke A. Catalano
Associate
Buffalo
716.844.3722
lcatalano@hselaw.com -
Gregory J. Coughlin
Partner
Rochester
585.231.1152
gcoughlin@hselaw.com -
Phillip A. Delmont
Partner
Buffalo
716.844.3721
pdelmont@hselaw.com -
Jason W. Delmont
Law Clerk
Buffalo
716.844.3783
jdelmont@hselaw.com -
Clayton S.B. Dubin
Law Clerk
Rochester
585.232.1153
cdubin@hselaw.com -
Brian M. Feldman
Partner
Rochester
585.231.1201
bfeldman@hselaw.com -
Jonathan R. Jasinski
Senior Associate
Buffalo
716.844.3771
jjasinski@hselaw.com -
James M. Jenkins
Retired Partner
Rochester and New York City
585-232-6500
-
Daniel R. Kinel
Retired Partner
Rochester and New York City
585.231.1186
dkinel@hselaw.com -
Scott B. Mosley
Associate
Rochester
585.231.1286
smosley@hselaw.com -
C. Christopher Murillo
Partner
Rochester
585.231.1396
cmurillo@hselaw.com -
Lindsay M. O’Connor
Paralegal
Rochester
585.231.1309
lpope@hselaw.com -
Christopher M. Potash
Partner
Rochester and Buffalo
585.231.1278
cpotash@hselaw.com -
Margaret K. Rhoda
Senior Associate
Rochester
585.231.1267
mrhoda@hselaw.com -
Laura K. Schwalbe, CIPP/US, CIPP/E
Senior Associate
Buffalo and Rochester
716.844.3752
lschwalbe@hselaw.com
According to our clients:
“Harter Secrest & Emery lawyers provide deep, substantive expertise, excellent client service and a cost effective, practical approach to problem solving.”
“Harter Secrest & Emery are outstanding securities practitioners. They quickly get to the heart of the issue and provide practical advice in our securities needs.”
“The team is thoughtful, pragmatic, smart, ethical, and business-minded.”