Securities

Overview

Parker Poe’s Securities Group offers technical knowledge and pragmatic advice to help our clients navigate complex regulatory and compliance issues. Our team includes regulator and in-house perspectives, and we have deep experience with all aspects of Securities and Exchange Commission (SEC) compliance and the listing standards of the New York Stock Exchange and Nasdaq Stock Market.

By working closely with our clients on their regulatory filings and lawyers from our Executive Compensation; Governance, Risk & Compliance; Mergers, Acquisitions & Joint Ventures; and Tax Groups, we gain a deeper understanding of our clients’ businesses to proactively help them achieve their objectives. We are problem-solvers for the competitive and dynamic environment in which our clients operate.

We provide comprehensive legal advice and services to four primary categories of clients:

Areas of Focus

Public Companies

We handle everything from investor relations to Exchange Act reports to complex capital raising. We carefully track new developments and survey the market and your peers so that you can focus on your business. We work closely with the members of our clients’ internal team to tell its unique story within the securities law framework.

Our services include:

Disclosure and compliance matters related to securities offerings under the U.S. Securities Act of 1933.
Preparation and review of periodic and current SEC reports under the U.S. Securities Exchange Act of 1934.
Section 16 and beneficial ownership reporting.
Review of earnings releases, investor day presentations, and press releases, including for compliance with Regulation FD and Regulation G.
Guidance and analysis on policies and procedures related to areas such as conflicts of interest, insider trading, and related party transactions.
Planning for shareholder meetings, including preparation and review of proxy statements and meeting materials.

Please click here for more detailed information regarding how we serve public companies.

Investment Funds & Advisors

Whether you are starting your first investment fund or planning your fourth or fifth, we have the legal sophistication, practical know-how, and industry connections to help investment managers achieve their goals.

Our real-world business experience with a wide variety of U.S. and international investment funds and investment advisors enables us to provide more than legal counsel – we serve as business partners to early stage and middle stage investment managers. We represent both inbound and outbound investors on the structuring, documentation, issuance, and management of onshore and offshore funds, including providing counsel on regulatory compliance and best practices. Our perspective on best practices goes beyond the legal nuts and bolts to also include managing the economics of an investment team, aligning incentives with investors’ interests, and navigating the latest trends in the investment funds arena.

We bring experience across a range of industries, including real estate, health care, technology, litigation finance, infrastructure, and blockchain, as well as asset classes, including seed investing, venture capital, private equity, and social impact investing.

Please click here for more detailed information about our Investment Funds Practice.

Private Companies

We have extensive experience representing companies and individuals in private securities transactions, whether in connection with capital raises, acquisitions, restructuring, or resales of securities. These financings include angel and mezzanine rounds, venture capital and private equity investments, and private offerings by publicly traded companies.

Our experience covers all types of federal and state securities registration exemptions, including:

Regulation D offerings.
Rule 144A.
PIPE transactions.
Regulation A.
Intrastate offerings (Rules 147 and 147A).

Our services include advice regarding:

Disclosure alternatives, including the use and preparation of private placement memoranda.
Use of unregistered finders, intermediaries, and registered broker-dealers to locate prospective investors.
How to qualify prospective investors.
General solicitation and advertising restrictions.

We represent clients in a wide variety of industries, including developers of retail, hotel, multifamily, medical, and other commercial properties; technology companies; and restaurants.

Private Equity Funds & Investment

Parker Poe's private equity lawyers work on the structuring, negotiation, and documentation of a full range of private equity transactions, including acquisitions and dispositions of portfolio companies, add-on acquisitions, control and minority investments, recapitalizations, joint ventures, and purchases of troubled companies out of bankruptcy.

We cover the full range of the investment cycle in the private equity markets, from formation to exit, as counsel to general partners and limited partners, as well as the companies, management teams, and entrepreneurs who utilize that capital to acquire, create, and grow businesses.

We also assist with other aspects of private equity transactions, including the negotiation and structuring of management and employment arrangements, equity incentive compensation plans, corporate structure and organization, management services, and equity and debt capitalizations of portfolio companies. We have experience in handling all layers of corporate finance transactions that support private equity transactions, including senior loans, subordinated debt, warrants, preferred and common equity investments, and other types of securities.

Please click here for more detailed information regarding our Private Equity & Investment Practice.

Representative Experience

Represented the controlling stockholder in a $341 million leveraged tender offer for the minority shares of a public company traded on the New York Stock Exchange, including the redemption of existing publicly traded notes, the creation of a $350 million term and revolving credit facility, and the private issuance of $350 million of new notes.
Advised on the private sale of $200 million of senior notes followed by a registered exchange offer for publicly traded notes.
Counseled on an automatic shelf registration statement for a public company trading on the New York Stock Exchange in connection with the issuance of debt securities, common stock, preferred stock, stock purchase contracts, stock purchase contract units, depositary shares, and warrants.
Advised on the formation and capitalization of a $50 million private real estate fund.
Established an at-the-market (ATM) equity sales program, including a forward sale component, for a public company traded on the New York Stock Exchange in connection with the sale of up to $170 million of common stock over a two-year period.
Established a shelf position pill program for a public company traded on the New York Stock Exchange.
Implemented a dividend reinvestment program registered on Form S-3 for a public company traded on the New York Stock Exchange.
Advised on numerous public issuances of debt and equity securities from shelf registration statements for multiple public companies.
Counseled on numerous registration statements on Form S-8 related to a variety of equity compensation plans for public companies traded on the New York Stock Exchange and the Nasdaq.
Advised on a variety of corporate governance matters, including virtual annual shareholder meetings, revisions to disclosures for revised SEC reporting requirements, and impacts of the COVID-19 pandemic.
Represented issuers and underwriters in numerous initial public offerings (IPOs).
Represented the subsidiary of a publicly traded company that was spun off and became a publicly traded entity.
Obtained approval from the Financial Industry Regulatory Authority (FINRA) and the SEC for a client with respect to a crowdfunding platform formed under Regulation CF.