Securities

Securities

Corporate & Business

Overview

Whether you are an issuer, underwriter, investor, corporate officer, or director—we can offer insightful guidance and best practices that will enable you to successfully navigate the maze of applicable regulations. We provide strategic advice on all aspects of federal and state securities law and regulation.

Anticipating issues to help you stay focused on growing your business.

We work closely with you to gain a deep understanding of your organization and your business objectives. This in-depth knowledge allows us to anticipate potential pitfalls and advise you on how to best adjust to an ever-shifting regulatory and shareholder landscape. In the end, we seek to minimize your cost of compliance and enable your company to grow unhindered by regulatory concerns.

We offer sophisticated advice on all aspects of federal and state securities law and regulation. Specific services include:

Equity & Debt Offerings

  • Public, private and 144A offerings of equity, debt, and other securities
  • IPOs, follow-on offerings, secondary offerings, venture capital, and private equity financings
  • Private investments in public equities (PIPEs)

Mergers & Acquisitions

  • Public and private mergers
  • Stock and asset transactions
  • Tender offers
  • Exchange offers
  • Leveraged buyouts (LBOs) and other change-of-control transactions

Recapitalizations, Reclassifications, & Reorganizations

  • Spin-offs, split-offs, roll-ups, rights offerings, and similar transactions
  • Going-private transactions
  • Bankruptcy reorganizations
  • Section 363 sale transactions

Cross-Border Transactions

  • Regulation S placements
  • Asset acquisitions and stock exchanges

Shareholder Campaigns

  • Proxy contests and activist campaigns
  • Dissident shareholder campaigns

Executive Compensation

  • Employment agreements
  • SEC and stock exchange disclosure and regulations
  • Employee benefits
  • Equity compensation plans
  • Compensation committee counseling
  • Tax, 409A, and 280G issues

Securities Exchange Act

  • Periodic and current reporting (10-Ks, 10-Qs, and 8-Ks)
  • Proxy and information statements
  • Section 16 compliance (Forms 3, 4, and 5)
  • Section 13 beneficial ownership reporting
  • Designated Advisor for Disclosure (DAD) with the OTCQX U.S. and international markets

Investment Company Act

  • Public and private investment company registration (or exemption)

Public Finance Transactions

Broker-Dealer and Investment Adviser Matters

  • Formation and registration
  • Federal and state regulatory compliance

Corporate Governance

  • SEC and stock exchange governance regulations
  • Board organization, board committee charters, fiduciary duties, governance guidelines, whistleblower policies, and best practices

Resale of Restricted Securities

  • Rule 144, insider trading policies, and registration rights
  • Rule 10b5-1 plans

Litigation

  • Securities fraud class actions
  • Insurance class actions
  • Shareholder derivative suits
  • Whistleblower litigation
  • Ownership and partnership disputes
  • SEC and internal investigations
  • FINRA arbitrations

Bank Rhode Island/Bancorp Rhode Island, Inc.

  • We represented Bank Rhode Island, and its parent, Bancorp Rhode Island, Inc. (NASDAQ-BARI) in connection with numerous transactions over a 16 year period. We handled the bank’s initial public offering, which was exempt from registration under the securities laws and was co-underwritten by Keefe Bruyette & Woods, Inc. and Tucker Anthony Incorporated. We also handled the reorganization of the bank into a holding company structure, which involved the creation of Bancorp Rhode Island, Inc. and an interim bank, as well as numerous filings with various federal and state banking authorities and securities regulators.
  • We represented Bancorp Rhode Island, Inc. in its $20 million public offering, which was co-underwritten by Ryan Beck & Co. and Keefe Bruyette & Woods, Inc.
  • We successfully defended Bancorp Rhode Island, Inc. in two proxy contests and negotiated a standstill agreement with the dissident shareholder group. Finally, we represented Bancorp Rhode Island, Inc. in its sale to Brookline Bancorp, Inc. for $230 million in cash and stock.

GPX International Tire Corp.

  • We represented a specialty tire manufacturer and distributor with operations in the U.S., Germany, and Serbia, in connection with its acquisition of a Canadian specialty tire distributor which sourced product in China, in a stock-for-stock exchange valued at over $40 million. The cross-border transaction involved a complicated exchangeable share structure to achieve tax-favored treatment for the Canadian shareholders.
  • We also represented the resulting combined company in connection with multiple private equity financings, its $43 million acquisition of another tire manufacturer serving the industrial tire market with operations in the U.S. and Canada, and in connection with the $160 million syndicated refinancing of its international credit facilities.

Other Notable Transactions

  • We represented NewAlliance Bancshares Inc. in its almost $2 billion mutual-to-stock IPO/double merger transaction, multiple subsequent acquisitions, and ultimate sale to First Niagara Financial Group Inc. for $1.5 billion in cash and stock.
  • We advised Farmington Bank in its initial public offering, corporate governance issues related to public company status, and all necessary regulatory applications.
  • We advised Bankwell Financial Group Inc. in its initial public offering, corporate governance issues related to public company status, and all necessary regulatory applications.
  • We advised Rockville Bank in its first and second step stock conversions and its merger of equals/stock exchange with United Bank.
  • We advised Infinex, Inc. in its acquisition of the ownership interests in Essex National Holding Company LLC (investment adviser).
  • We represented Fieldpoint Private Bank & Trust in the acquisition of the membership interests of a registered broker-dealer and the stock of a registered investment adviser.
  • We represented a nonprofit student loan provider in the restructuring and refinancing of $1.5 billion in frozen auction rate securities.
  • We represented a mezzanine debt provider in financing transactions aggregating $19.3 million and involving the issuance of preferred and common stock warrants by its target borrowers.
  • We served as U.S. counsel for off-shore private equity funds focusing on real estate development projects in South Africa.
  • We served as U.S. counsel for an electric scooter company that listed on the London Stock Exchange’s Alternative Investment Market (AIM).
  • We represented a telecommunications software provider in successive rounds of venture capital and private equity fundraising from domestic and off-shore investors.
  • We represented an early-stage robotics company in a Series A venture financing.
  • We represented an early-stage clean energy services company in a Series A venture financing.
  • We represented the developer of a large scale international eco-tourism and conservation fund in designing cross-border operational strategies and multi-jurisdictional fundraising.
  • We represented a provider of automated traffic enforcement solutions to state and municipal governments in two private equity transactions (PIPEs) and in connection with the sale of $28 million of senior secured convertible debt and common stock warrants.
  • We represented a publicly held company in connection with the restructuring of its $100 million 10¾% debentures into common equity through a prepackaged plan of bankruptcy. We also represented the reorganized public company in the sale of its subsidiary in a stock-for-stock merger.
Case Study

Hinckley Allen Counsels Charles Widger on $25 Million Gift to Villanova University School of Law

Hinckley Allen is proud to have advised Charles Widger, founder and executive chairman of Brinker Capital,

Case Study

Hinckley Allen Representing Royal DSM on $2.6 billion Pharma Transaction

Hinckley Allen is representing Royal DSM, a global life sciences and material sciences company client,

Firm News

Hinckley Allen Recognized on "Best Law Firm" List for the Ninth Consecutive Year

November 1, 2018

U.S. News & World Report and Best Lawyers have recognized Hinckley Allen for the ninth consecutive…

Firm News

Corporate & Business Partner Jack Steele Joins Hinckley Allen

October 12, 2018

Hinckley Allen is pleased to welcome Jack Steele as a Partner in the firm’s Corporate & Business…

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Event

Critical Issues Facing Boards in Proxy Season

January 15, 2019

Margaret D. Farrell will provide her legal perspective on critical issues facing boards during the proxy…

Publication

Key Lessons in Disclosure & Social Media from the Elon Musk and Tesla Inc. Settlement

October 9, 2018

*The settlement between Musk/Tesla and the SEC was approved by a U.S. District Judge on October 16, 2018.

Publication

SEC Rule 15c2-12 Amendments Require Disclosure of Additional Events

August 28, 2018

On August 15, 2018, the Securities and Exchange Commission (SEC) finalized and adopted amendments to…

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