Asia Practice - Securities

Working Capital


Securities Practice in Chinese: 证券

“This practice has grown substantially . . . handling increasingly complex and
 high-value transactions.  The group wins widespread praise for its excellent service
 and ‘strong talented lawyers who respond instantaneously.’  Sources also admire
the practice because it ‘truly values and invests in its relationships with clients.’

—Chambers USA

Blank Rome’s securities practice has been advising clients in sophisticated capital-raising transactions for more than 60 years.  Our attorney’s have a combined experience in corporate, tax, and securities law matters and understand the underlying business transaction and complex regulatory framework that governs the way offerings are made in today’s market place. 

We represent issuers, underwriters, placement agents, and venture funds in public and private offerings of equity, debt, and asset-backed securities, including initial public offerings (IPOs), secondary offerings, 144A transactions, and tender offers.  We also represent clients in connection with exchange offers and rights offerings, as well as trust-preferred offerings.  Our attorneys have developed a leading practice in handling the emerging area of SPACs (Special Purpose Acquisition Corporations) and PIPEs (Private Investments in Public Equity), financing tools increasingly used by public and emerging companies seeking to grow their businesses.

In addition to public offerings, we handle venture capital and private placement financings for clients in a wide range of industries.  Our attorneys are regularly engaged in the organization and ongoing representation of private equity and venture capital funds, and regulated investment companies.

Our attorneys also have extensive experience in all areas of regulatory compliance, including SEC registrations, securities disclosure requirements applicable to accelerated filers and small reporting companies, Regulation D offerings, FINRA fairness reviews, exchange listings, state securities or blue-sky laws, and broker/dealer issues and SEC compliance.  In addition, we represent public companies on:

  • corporate governance and fiduciary matters
  • securities disclosure and related issues
  • proxy and consent solicitations
  • exchange listings
  • proxy contests and activist shareholder matters
  • Sarbanes-Oxley compliance
  • audit compensation and special committee representations  

PIPEs

Recently released data on PIPE transactions by PrivateRaise confirms that Blank Rome is a leading player in the PIPE markets, in addition to its strong position in other types of security financings.  PIPE transactions, in which restricted shares are purchased in a public company, are one of the financing tools utilized by growing public and emerging companies.  We handle both traditional and structured PIPEs, negotiate the terms of the transaction, and counsel clients on all SEC-related matters and other regulatory agency considerations and related registrations of the underlying securities.

Offerings

IPOs occur annually by many companies in various industries, but each IPO is unique and requires knowledgeable attorneys to assist in bringing a company public in an uncertain stock market.  Blank Rome has earned a reputation for helping emerging businesses go public and we have literally written the book—The Complete Going Public Handbook—on how to successfully launch an IPO while avoiding common pitfalls.

Investment Management

Blank Rome’s investment management practice includes representation of open-end and closed-end investment companies, independent boards of directors/trustees, and investment advisers.  Our services include preparation of registration statements, proxy statements, stock exchange listing applications, adviser registrations, merger and acquisition matters, regulatory compliance, applications for exemptive orders, and requests for no-action letters.  We provide advice with respect to the organization and structure of regulated investment companies and investment advisers, and assist clients in developing innovative investment products.  

SPACs

Blank Rome's SPAC practice has quickly established itself as a leader in completing specialty offerings such as IPOs for SPACs.  Our attorneys represent both issuers and underwriters, giving Blank Rome added familiarity with each SPAC transaction.

We have represented underwriters in connection with IPOs of SPACs, raising over $292 million in the aggregate, and issuers in connection with IPOs of SPACs, raising over $310 million in the aggregate.  Our lawyers are intimately involved in assisting management teams from the start.  They counsel clients on negotiating letters of intent, structuring the transaction, the pre-IPO process, and the IPO process, as well as helping to choose the management teams.

Corporate Governance

Blank Rome’s corporate governance group draws upon the skills of our attorneys in the corporate, securities, employee benefits, litigation, tax, and white collar areas.  Our group includes former federal prosecutors and lawyers who have held positions with the U.S. Department of Justice, IRS, SEC, and other governmental agencies.  Utilizing a multi-disciplinary approach to corporate governance, we advise clients on a broad range of corporate governance issues, compliance matters, and best practices within the established legal framework, including:

  • Sarbanes-Oxley Act of 2002
  • board and committee membership matters
  • special committee issues
  • compensation issues
  • option granting practices
  • conflicts of interest, and audit and compensation committee requirements and responsibilities
  • exchange rules
  • U.S. Sentencing Commission Guidelines
  • codes of conduct and ethics
  • internal control over financial reporting
  • enterprise risk analysis
  • compliance matters
  • investigations
  • all aspects of securities disclosure

Our attorneys also devote significant time to preventive counseling on behalf of clients, from routine advice to custom training programs.  Clients benefit from our in-house “lunch-and-learn” courses on hot topics such as e-discovery, as well as our full-day CLE programs.

Shareholder Activism

Over the last five years, activists have prevailed in 45% of disputes with companies.  In many of the recent proxy contests and activist campaigns, companies have found themselves caught off-guard and vulnerable to the latest tactics employed by hedge funds and other activist shareholders seeking to exert substantial pressure and influence over the company’s day-to-day operations.

Blank Rome’s shareholder activism practice can offer your company experienced counsel on how to avoid being targeted by activist shareholders and how to respond to their threats—whether by performing a comprehensive assessment of a company’s vulnerabilities to shareholder activists, advising a company’s board and management on the best response to shareholder demands and proposals, or defending a company engaged in a proxy contest or consent solicitation initiated to replace a board of directors.

Our attorneys have strong working relationships with leading investor relations, public relations, and proxy solicitation firms, which we make available to our clients in order to ensure that a comprehensive team is put in place to help clients with their real-time needs.

China Securities Litigation Task Force

Blank Rome’s Asia Practice provides experienced legal representation for Asia-based clients doing business in the U.S. and for U.S. clients doing business in Asia, through its offices in Shanghai, New York, Washington, Philadelphia, Los Angeles, Houston, and Delaware.  Our Asia-based capital markets practice regularly represents Chinese companies that are listed on the U.S. exchanges.

In the current turbulent environment, many Chinese public companies are becoming targets of shareholder class action and derivative litigation.  In response, Blank Rome combined the multi-disciplinary knowledge of its Delaware Chancery Court, D&O insurance, SEC and regulatory enforcement, corporate governance and securities practices, into a task force to effectively deal with the many complex aspects presented by this litigation.

The Task Force members have extensive experience representing many Chinese public companies in numerous industries. The team has handled matters in the U.S. courts, before the SEC and other regulators, including FINRA, through its U.S. offices, while handling fact finding, case management, and client relations through its Shanghai office.

Select Engagements

  • General Cable Corporation (NYSE: BCG) in its acquisition of Phelps Dodge International Corporation for approximately $710 million.  In addition to handling the acquisition of four companies in the United States, we coordinated counsel in over 15 countries, including Brazil, Chile, China, South Africa, and Venezuela.
  • Private equity firm in their investment in preferred securities and warrants of a common carrier of digital data messaging for marine communications.
  • Developer of laser-guided, directed-energy technology, in an approximately $18 million PIPE transaction involving the issuance of Series A Convertible Preferred Stock.
  • Hawaiian inter-island ferry-service operator in financing involving an approximately $210 million private placement of its Series C Preferred Stock and a federally guaranteed loan.
  • Provider of wireless communication access solutions in an $18.9 million PIPE transaction involving the issuance of Series B Convertible Preferred Stock and warrants.
  • Developer and distributor of medical diagnostics for OTC use in their $2.3 million investment in ordinary shares of an Israeli diagnostics company.
  • Early-stage venture-capital firm in the follow-on $650,000 venture-capital investment of preferred stock in a provider of college guides.
  • National venture capital firm in their $3.5 million investment in Series A Preferred Stock of an undisclosed company.

Experienced Attorneys, Recognized in Their Fields

Many Blank Rome lawyers have spent part of their careers working for such key regulatory agencies as the SEC and the National Association of Securities Dealers.  Their in-depth knowledge of the regulatory agencies and the way these agencies operate gives companies confidence that their matters are in good hands.  Our attorneys have authored and edited a number of popular books regarding public companies, including Corporate Governance Best Practices: Strategies for Public, Private, and Not-for-Profit Organizations and The Complete Guide to Employee Stock Options, and have written extensively on the topic of shareholder activism.  Our attorneys are frequently called upon to comment on key issues and developments concerning and are quoted in the press.