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.
Ulmer & Berne LLP is proud to announce the addition of Kyle S. Baird to the firm’s Business Department. Baird will focus his practice on lending and commercial finance, mergers and acquisitions, and capital markets transactions. “We are very pleased to have Kyle join our growing business practice group,” said Howard M....
December 07, 2018
SEC Disgorgement Could Face Tough Crowd At High Court From Law360 By Carmen Germaine “Of the cases that are up in front of the Supreme Court, with Gorsuch being appointed, this is not one of the more high-profile cases — there’s many cases that have much more profile and wide-sweeping impacts...
April 18, 2017
Press Release Ulmer & Berne LLP is pleased to announce the promotions of five of its attorneys to partner. They include Daniel Gottesman, Richard Hamilton, Jr., Jesse Lipcius, Brad Sobolewski, and Ulmer’s General Counsel, Kenneth Zirm. In addition, Ulmer also elevated associate Evelyn Holmer to counsel. Lipcius is based in...
January 05, 2017
“Central Federal out to raise capital – again” Crain’s Cleveland Business May 11, 2014 Less than two years after it raised $22.5 million through a hard-fought public stock offering, the parent company of CFBank again is raising capital, only this time, it’s raising it from a limited pool of investors....
May 11, 2014
“Business world on alert over insider dealing” The Global Legal Post January 6, 2014
January 06, 2014
“Hedge funds shrink from Mad Men ad approach” Financial Times January 5, 2014
January 15, 2014