Public Companies

Take Stock

“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

The regulatory environment and securities markets have changed dramatically for companies. Experienced corporate legal counsel who are sensitive to business issues are now even more critical for public companies seeking investment capital or assistance with related transactions.

Blank Rome’s public companies practice has been representing clients in capital-raising, mergers and acquisitions, and other corporate transactions for more than half a century. Our public companies attorneys combine legal skill with business acumen to provide sophisticated representation of clients in complex corporate transactions. We have experience representing every kind of business, including manufacturing, healthcare, technology companies, retailers, distributors, financial institutions and their holding companies, insurance, utilities, cemeteries, real estate investment trusts, and financial services companies.

Blank Rome’s public companies group uses an integrated approach to handle complicated transactions and draws upon the skills of attorneys in other practice areas, such as tax; employment, benefits, and labor; real estate; and bankruptcy to effectively and efficiently execute transactions.

Blank Rome lawyers have years of experience navigating the complex regulatory environments that govern our clients’ businesses, including the extensive changes enacted in connection with the passage of the Dodd-Frank Wall Street and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, exchange and NASDAQ regulatory initiatives, and the securities reform regulations adopted by the Securities and Exchange Commission, including those affecting investment companies and investment advisers.

The growing number and variety of securities transactions handled by our lawyers reflects Blank Rome’s commitment to helping clients at all stages of the company lifecycle—from taking a company public to serving the sophisticated needs of Fortune 100 firms. We represent issuers and underwriters as well as registered investment companies and private funds, registered investment advisers, venture capitalists, and buyers and sellers of assets in the full range of securities offerings—including debt and equity offerings, periodic public reporting, and mergers and asset acquisitions. We have also handled matters involving government regulation affecting those activities.

Blank Rome lawyers counsel clients on all types of securities transactions, M&A, regulatory compliance, and corporate governance issues such as:

  • audit and special committee representations
  • annual meetings and proxy contests
  • consent solicitations
  • enterprise risk analysis
  • e-proxy issues
  • exchange offers and listings
  • foreign private issuer matters
  • going-private transactions
  • initial public offerings
  • PIPEs
  • private equity financings
  • public and private offerings of equity and debt securities
  • small business-related issues
  • SPACs
  • state securities law compliance
  • tender offers

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.
  • A leading provider of wire and cable products listed on NYSE, as outside corporate counsel. We represented them in their offer to pay a cash premium to holders of Series A Preferred Stock who elected to convert shares of preferred stock into common stock. In connection with the conversion offer, the company issued approximately 9,696,075 shares of common stock in a transaction valued at approximately $161 million.
  • A NASDAQ-listed company in a transaction involving the $40 million purchase of a leading brand of apparel and home goods for men, women, and children.
  • The world’s largest provider of outsourced accounts-receivable management services from their growth phase through IPO and ongoing growth. We represent them in mergers and acquisitions and capital-raising activities.
  • One of the nation’s fastest growing financial service retailers that comprises hundreds of offices throughout New Jersey, Pennsylvania, New York, and Delaware. We represent them in corporate and securities matters as well as for mergers and acquisitions.

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 multidisciplinary 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.

Experienced Attorneys, Recognized in Their Fields

 A number of our partners are recognized as leaders in the field by Chambers USA, and by other leading industry directories. Many on the team have strong business, finance, and accounting backgrounds, including working as CPAs, in consulting firms, and for the SEC. Our attorneys utilize these skills to provide practical advice on legal issues with significant business implications. The well-rounded background of Blank Rome’s corporate lawyers enables our clients to follow the most appropriate course of action, given their objectives. 

Prominent corporate partner Fred Lipman has taught in the Wharton MBA program and routinely is sought by the media to comment on corporate issues. Our attorneys have authored and edited a number of popular books regarding public companies, including Valuing Your Business: Strategies to Maximize the Sale Price, The Complete Guide to Employee Stock Options, and The Complete Going Public Handbook. Our attorneys are called upon frequently to comment on key issues and developments concerning public company finance and securities regulatory matters.