Nelson Mullins attorneys handle a range of securities, finance, and regulatory matters for clients ranging from development stage private companies to large publicly held companies. We have experience in representing issuers, underwriters, and venture capital firms in public offerings, private placements, and venture capital financings. We represent clients in a range of industries, with a particular focus on growth companies in the Internet, electronic commerce, technology, telecommunications, financial institutions, real estate, and healthcare industries.
We assist our clients in the preparation of corporate documents and regulatory filings, negotiation of contracts and employment agreements, and the development of stock option plans, employee stock ownership plans (ESOPs), and other employee benefit plans. We represent both corporations and management in the negotiation and preparation of employment, shareholder, no-compete, confidentiality, licensing, technology transfer, and work-for-hire agreements. We also assist our clients in the areas of commercial and real estate finance, creditors’ rights and bankruptcy matters, environmental and litigation. The members of our Taxation Group are involved in all aspects of our practice and frequently offer alternative solutions to traditional activities.
Our attorneys handle numerous public and private offerings of securities for our clients, including registrations related to offerings of both debt and equity securities, mergers and acquisitions, holding company formations, and rollups. We also serve as underwriters’ counsel in public securities offerings and offerings under Rule 144A and regularly assist our clients in raising capital through private offerings. Nelson Mullins is consistently ranked among the top issuer’s counsel in completed securities offerings in the Southeast.
We assist a variety of publicly held companies and their directors, officers, and principal shareholders with their SEC periodic reporting requirements, compliance with the Section 16 insider trading rules under the Securities Exchange Act of 1934, and resales of restricted stock under Rules 144 and 145 of the Securities Act of 1933. We counsel directors and officers regarding all aspects of corporate governance, including the fiduciary responsibilities that officers and directors owe to their corporation. We are well versed in the changes brought by Sarbanes-Oxley, and we have particular experience in counseling audit committees in their duties.
Mergers and Acquisitions
Nelson Mullins serves clients in the development and implementation of acquisition and divestiture strategies, including consolidations and rollups. Nelson Mullins actively has participated in both public and private, large and small, friendly and hostile acquisitions. We also are experienced in structuring and implementing anti-takeover mechanisms for both public companies and companies considering going public.
Highlights from our corporate practice
- We have handled more than 100 public and private securities offerings in the past few years. We have acted as counsel in public and private offerings of securities raising more than $5 billion and merger and acquisition transactions valued at more than $20 billion.
- We have formed more than 10 venture or investment funds in the past several years, raising in excess of $200 million.
- We have more than 65 attorneys whose primary practice consists of securities and corporate work.
Our capabilities include the following:
- Advising two publicly held REITs in implementing corporate governance changes mandated by Sarbanes-Oxley.
- Assisting two publicly held REITs in amending their corporate charters to alter their stock ownership limits to preserve REIT status.
- Assisting publicly held companies with their SEC reporting requirements under the Securities Exchange Act of 1934, including reports on Forms 10-Q, 10-K, and 8-K.
- Regularly updating public company clients on securities and corporate law developments and rule changes.
- Preparing proxy statements and counseling publicly held companies in connection with their annual and special shareholders meetings.
- Assisting directors, officers, and principal shareholders of publicly held companies with their own SEC periodic reporting requirements including reporting on Forms 3, 4, and 5, compliance with Section 16 insider trading rules, and resales of restricted stock under Rules 144 and 145.
- Counseling in matters of corporate governance including forming and managing corporations, limited liability companies, and limited partnerships.
- Counseling directors and officers regarding all aspects of corporate governance, including fiduciary responsibilities, Sarbanes-Oxley compliance, special committee work, and internal investigations.
- Managing capital raising activities for companies, investors, and underwriters, including angel rounds, venture capital investments, private equity infusions, strategic partnerships, and initial and subsequent public offerings.
- Representing clients on both the buy and sell side of mergers and acquisitions.
- Negotiation of contracts including technology transfer and license agreements, distribution agreements, joint ventures, and outsourcing arrangements.
- Assisting in the preparation of corporate documents including shareholder agreements, operating agreements and no-compete, confidentiality, non-disclosure, and work-for-hire agreements.
- Providing guidance with regard to employment matters including employment agreements, stock option plans, ESOPs, severance arrangements, and other employee and executive benefit and compensation plans.
- Implementing universal shelf programs for major insurance companies and bank holding companies based in the Southeast totaling $2.5 billion.
- Representing a $80 billion Southeastern-based bank holding company in its acquisition program involving the acquisition of over 30 banks and thrifts.
- Representing the initial purchaser, a San Francisco, California-based investment bank, in its $120 million 144A equity offering for a Long Island based commercial mortgage REIT.
- Representing an international insurance company in the issuance of $300 million of trust preferred securities.
- Representing a Los Angeles, California-based $40 billion thrift holding company in its sale of its mortgage portfolio.
- Representing a Los Angeles, California-based mortgage bank in its acquisition and conversion into a thrift holding company.
- Representing a London, England-based €500 million private equity fund and its portfolio company based in the U.S. in connection with U.S. bankruptcy issues.
- Representing the underwriters, an Arlington, Virginia-based investment bank, in a $300 million initial public offering of common stock for a Dallas, Texas-based hospitality REIT.
- Representing the initial purchaser, an Arlington, Virginia-based investment bank, in a $100 million 144A equity offering for an Austin, Texas-based thrift holding company.
- Representing a Philadelphia, Pennsylvania-based mortgage bank in its sale for $180 million to an international insurance company.
- Assisting the San Francisco, California-based sponsors in raising $500 million for the development of a mutual fund concept company.
- Assisting a New York-based minority-owned investment bank in the restructuring of its debt and the raising of additional capital.
- Advising an underwriter, a New York-based investment bank, in the implementation of an "at-the-market" equity shelf for a business development company.
- Representing the underwriter, a Charlotte, North Carolina-based investment bank, in its role as financial adviser and underwriter of debt issued by a $2 billion South Carolina-based bank holding company in connection with an acquisition.
- Representing the placement agent, a New York-based investment bank, in the sale of $50 million of senior subordinated notes by a New York-based specialty finance company.
- Representing the underwriters, a New York-based investment bank, in a $60 million common stock offering by a Arlington, Virginia-based, business development company.
- Representing the underwriters, a San Francisco, California-based investment bank, in the sale of $40 million of common stock by a Northern New Jersey-based commercial mortgage REIT.