Finance

General.  Our attorneys have represented issuers and investors in a broad variety of capital transactions, both exempt and registered under the Securities Act of 1933.  Our attorneys have also represented numerous companies with their compliance with the Securities Exchange Act of 1934 and related federal and state securities regulation.

Transactions.  Our attorneys have represented both issuers and investors in public and private offerings of common and preferred stock as well as convertible, subordinated and senior debt, both secured and unsecured.  Our attorneys have represented numerous issuers and many if not most all of the leading investment banks in public offerings, including initial and follow-on public offerings.  We have also represented commercial lenders, venture capitalists and other investors in a variety of finance transactions.

At the firm, our finance practice is primarily focused on private offerings, often accompanied by registration or resale rights.  These offerings include common and preferred stock financings, both venture backed and not, bridge financings, and convertible note or secured security offerings.   However, with a comprehensive understanding of the Securities Act and the public offering process, we are available to represent founders, venture capitalists or other selling stockholders seeking liquidity prior to, during, or after a public offering as well.

Compliance.  Our attorneys have represented both domestic and foreign companies with their requirements under both the Securities Act of 1933 and the Securities Exchange Act of 1934, including periodic filings on Forms 10-K, 10-Q, and 8-K; filings pursuant to and compliance with the short-swing profit regulations of Section 16, including Forms 3, 4 and 5; the proxy rules of Section 14; and regulation of foreign private issuers.  They also have advised issuers and others with compliance with the Sarbanes-Oxley Act of 2002 or SOX; Regulation FD; Regulation G (non-GAAP); Regulation M (mergers & acquisitions); Regulation S-K; and Regulation S-X.  In particular, our attorneys have advised clients on general and key disclosure matters, both in press releases, conference calls and period filings, and have assisted clients in responding to general and specific inquiries and comments from the Securities and Exchange Commission.

Industries.  Our attorneys have represented companies in the areas of technology, including internet, software, semi-conductors, digital media and entertainment, and in healthcare, including both biotechnology and medical devices.  They also have represented clients in a variety of other areas, including consumer products, food, solar energy, and consumer products.

International.  Our attorneys have represented clients domestically and abroad, principally with transactions in Europe and Asia, in raising capital in compliance with U.S. law.  When necessary, we work with local counsel.

Prior Deals.  Our attorneys bring a broad array of experience to the firm, including their representation prior to joining the firm of:

  • Preferred stock investments of all sizes in several hundreds of companies;
  • Bank of America in a $125 million offering of convertible notes for Synnex Corporation;
  • Openwave Systems Inc. in a $250 million public offering and a $150 million convertible note offering by Merrill Lynch & Co., Inc.;
  • Kinetic Concepts, Inc. in a $738 million public offering by Merrill Lynch & Co., Inc. and J.P. Morgan Securities Inc.;
  • Credit Suisse First Boston and Deutsche Bank Securities in a $1.7 billion initial public offering for Semiconductor Manufacturing International Corporation on the New York and Hong Kong stock exchanges;
  • Medarex, Inc. in a $175 million public offering of convertible notes by Goldman, Sachs & Co.;
  • SangStat Medical Corporation in a $89 million public offering by Merrill Lynch & Co., Inc.;
  • Tumbleweed Communications Corp in a $48 million initial public offering and a $168 million follow-on public offering by Credit Suisse First Boston;
  • Credit Suisse First Boston in a $335 million public offering by Protein Design Labs, Inc.;
  • Fremont Partners in a $125 million offering of senior subordinated notes by Juno Lighting, Inc. and a $57 million offering of senior subordinated notes by Tapco International Corporation; and
  • Vyyo Corporation in a $92 million initial public offering and a $126 million follow-on offering.

Recent Transactions

  • Lenovo in connection with various investments;
  • Parker Institute for Cancer Immunotherapy in connection with various investments;
  • Global Assets Capital in connection with various investments;
  • Knowhere App in connection with an equity financing;
  • Kubit AI in connection with a preferred seed financing;
  • DGB Investments in connection with its investment in Nyotron;
  • Senetas in connection with its investment in Deep Radiology;
  • Smule in a Series H preferred financing lead by Tencent;
  • Smule in a Series G preferred financing;
  • Lenovo in connection with Nok Nok Labs’ Series B financing;
  • Jyve in various venture financings;
  • Shiver Entertainment in a strategic investment by Nexon;
  • Lenovo in connection with its investment in Meta;
  • Bare Foods in a Series A preferred financing led by NGEN;
  • Partners for Growth in a convertible note financing by Comverge Inc. (Nasdaq: COMV);
  • Mytonomy in various debt and equity financings;
  • Smule in a Series F preferred financing;
  • SwiftStack in a Series A financing;
  • A founder and lead investor in a recapitalization and preferred financing for an educational software company;
  • A technology company in a recapitalization and common stock offering;
  • Smule in a Series E preferred financing;
  • Partners for Growth in a loan and security financing for Selway Capital Acquisition Corporation;
  • SwiftStack in a seed financing;
  • Smule in a Series D preferred financing;
  • GroundCntrl in various preferred stock financings;
  • Partners for Growth in a secured financing for Cardiovascular Systems (CSII);
  • Granite Ventures in a Series B preferred financing for HireVue;
  • Smule in a Series C preferred financing led by Shasta Ventures; and
  • Smule in a Series B preferred financing led by Granite Ventures.