Capital Markets & Securities Transactions


Regardless of whether our corporate client is a global enterprise or an entrepreneurial start-up venture, we make it our business to understand every client’s specific needs and interests. In this way we can develop an approach specifically tailored to meet the needs of that particular client. It also enables our corporate finance attorneys to serve our clients – and their funding sources – with a focus on creative problem solving, senior-level attention, and knowledgeable business support.

Ulmer & Berne attorneys have extensive experience in a wide variety of corporate finance, capital markets, and securities transactions. We understand the importance of delivering top-quality legal advice that is both practical and cost-effective, especially in challenging market conditions. Our corporate finance attorneys assist clients with:

  • Offerings of equity and debt securities
  • Offerings of convertible debt and hybrid securities
  • Investment-grade and high-yield debt
  • Public offerings, including IPOs and follow-on offerings
  • Private offerings, including Section 4(a)(2) private placements, Regulation D private placements, Rule 144A exempt offerings, and Regulation S exempt offerings
  • Secondary offerings by shareholders
  • Secured and unsecured offerings
  • Debt restructuring and recapitalization transactions, including debt-for-equity exchange offers, and other self-tenders
  • Domestic and cross-border offerings for U.S. and non-U.S. issuers
  • Acquisition finance
  • Going-private transactions
  • Commercial loans and credit facilities
  • Hedge fund and private equity fund formation

We represent a wide range of industries, including banking, biomedical technology, broker-dealer, business services, chemicals, computer hardware, firmware and software, eCommerce, financial services, franchising, investment banking, investment management, manufacturing, medical technology and devices, pharmaceuticals, private equity and venture capital funds, real estate, retail, restaurants and telecommunications.

Ulmer & Berne’s attorneys assist clients from deal inception to closing and post-closing, including with respect to:

  • Transaction structuring and planning, from corporate, securities and tax law perspectives
  • Deal management, including acting as an outside “general counsel” with respect to other outside counsel and advisers, including accountants, investment banks and publicity firms
  • Due diligence
  • Engagement letters and confidentiality agreements
  • D&O questionnaires
  • Drafting prospectuses or offering memoranda
  • Providing industry-specific advice for regulated industries
  • Drafting and negotiating the underwriting or purchase agreement and any ancillary agreements
  • Coordinating the SEC review and comment process, if any
  • Transaction publicity and the marketing roadshow
  • Comfort letters
  • Legal opinions and 10b-5 disclosure letters
  • Pricing the transaction and closing, and any post-closing obligations

After a transaction is closed, Ulmer & Berne’s securities lawyers are happy to assist clients in developing or updating a periodic reporting compliance program, or with specific matters such as proxy statements or Form 8-Ks. A well-designed and executed securities compliance program can significantly enhance the efficient execution of capital-raising transactions.

Ulmer & Berne’s corporate finance lawyers have experience structuring complex financings with innovative solutions, working with the parties’ other advisors to help achieve transaction objectives. As a result of the depth and scope of our business practice, our lawyers combine exceptional legal skills with seasoned business acumen. We look forward to the opportunity of assisting you on your next transaction.

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