The Securities team at Lathrop GPM has extensive experience helping companies attract capital and navigate the complex and highly-regulated landscape of securities law. Our team possesses expertise in a broad range of securities offerings — private placements, public offerings of debt and equity securities, and ongoing compliance requirements. We also work with companies on securities-related issues associated with spin-offs, mergers, financings and unsolicited takeover offers.

We can advise you on issues related to the Securities Act of 1933, including:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • PIPEs
  • SPACs
  • Going private transactions
  • Regulation S offerings

We can advise you on issues related to the Securities Exchange Act of 1934 and other matters facing public companies, including:

  • Compliance with proxy rules for shareholder meetings and transactions requiring shareholder approval
  • Initial and continued listing requirements of national securities exchanges and associations
  • Insider trading and related reporting issues
  • Periodic and current reports
  • Soft disclosures as required by Regulation FD
  • SEC comment letters on periodic reports
  • Confidential treatment and no-action requests

We can also advise you on a variety of issues such as:

  • Executive compensation matters, including stock options
  • Fund formation, broker-dealer and investment advisor regulations
  • Private placements under Regulation D, Rule 144A, and other exempt offerings 
  • Investor relations and corporate communications, including press releases and online communications
  • Third party tender offers
  • Special obligations of corporate officers and directors
  • Change of control duties and procedures
  • Fiduciary duties of directors in addressing routine matters, as well as more complex divisions involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business
  • Purpose and use of special committees in corporate transactions involving insiders and affiliates

Experience

  • Represented various clients in connection with registering the resale of stock issuable under stock options or other equity compensation plans on Registration Statements on Form S-8.
  • Represented a publicly held developer of Indian and non-Indian casinos in relisting its common stock on the NASDAQ Stock Market.
  • Represented a publicly held specialty pharmacy services provider in connection with its strategic merger with a publicly held pharmaceutical healthcare company (including preparation and filing of a Joint Proxy Statement/Prospectus on Form S-4). The combined entity has revenues of more than $1 billion.

  • Represented a publicly held manufacturer of precision instruments in connection with its going private merger transaction (including thwarting a hostile takeover attempt) with a private investment fund. The transaction value was approximately $163 million.
  • Represented a publicly held video, CD, and DVD duplicator in connection with its going private merger transaction with a private investment fund. The transaction value was approximately $63 million.
  • Represented a publicly held microelectronics manufacturer in connection with its PIPE transaction (a private placement of shares of its common stock followed by the filing of a Registration Statement on Form S-3 for the resale of the common stock). The amount raised was approximately $7 million.
  • Represented a privately held start-up company in connection with its small corporate offering registration in the State of Minnesota. The amount raised was less than $1 million.
  • Represent a software publishing company incorporated in Delaware in its SEC filings, advise on off-shore filings and a listing in the New Zealand stock exchange.
  • Represented controlling stockholder within a publicly traded company in the $9 million private sale of stock to the issuer.
  • Served as independent outside counsel to a special committee of the board of a real estate company in connection with a going-private transaction.
  • Represented a company in a tender offer transaction with more than 1,000 shareholders. Advised on all corporate governance procedures, led the fairness opinion process for the transaction, led and structured a voluntary non-coercive tender offer that was hugely successful and resulted in an approximately 95% tender rate, with no litigation.
Meet the Team

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