Public Companies, Securities & Capital Markets: Stinson LLP Law Firm

Overview

Stinson is proud to represent public companies with respect to their most important and challenging legal matters. Our firm currently serves as securities and governance counsel to more than 40 public companies, and advises clients on their strategic transactions. Our public company clients have regional, North American and global operations.

We train our attorneys to think like business leaders, monitoring our clients' strategic initiatives and goals, industry trends and the SEC filings of their competitors. As a result, legal advice is delivered in a business- and industry-specific context, consistent with our clients' business objectives and focused on achieving results.

We view cost savings as part of our mission. As part of this effort, we look ahead to potential changes in laws and regulations so we can help our clients adapt in a volatile environment. We meet with clients, often without charge, to explain new laws and regulations and map out an initial strategy to meet those challenges. We also produce and distribute up-to-date information on new securities law regulations and cases as well as helpful checklists and pointers as part of our Dodd-Frank blog.

SEC Compliance

Stinson attorneys assist public companies in providing timely and accurate SEC filings. We proactively identify future reporting obligations well before the first draft of a report is prepared. Our attorneys' knowledge of our clients' business operations helps us prepare reports in a timely fashion and improve investor relations related functions. Attorneys have comprehensive experience in all aspects of SEC reporting obligations. We distinguish ourselves from other law firms by having the same team that executes transactions also advise on SEC reporting obligations. We believe this not only provides efficiencies by leveraging knowledge learned from other legal matters but also aids in the process of avoiding surprises and in providing consistency of advice.

Our securities services include:

Registration of securities under the Securities Act of 1933 and exemptions
Periodic reporting under the Securities Exchange Act of 1934
Applications for listing on stock exchanges
Trust Indenture Act compliance

Capital Markets

We represent clients in a variety of capital market transactions, including initial public offerings, secondary offerings, public and private offerings of investment-grade and high-yield debt, convertible securities and private placements. Attorneys have broad experience with private investment in public equity transactions (PIPEs), convertible note issuances, medium-term note programs, Rule 144A transactions, Regulation S transactions and direct stock purchase plans. We regularly file registration statements for our clients, including shelf offerings and resale registration statements.

Our success at establishing close working relationships with corporate clients can be traced to the following:

We deliver more experience at less cost. With our Midwest rates, our clients' transactions receive greater attention from seasoned partners, allowing us to provide a superior service for significantly lower overall cost, particularly when compared to the coastal or Texas firms.

We reduce our clients' execution risk. In volatile markets, transactions must be executed quickly and efficiently. The firm has the range of deal experience and practice capacity needed to assist on any phase or type of transaction, irrespective of dimension. Our capital markets team consists of more than 38 attorneys whose focus is on handling finance and securities transactions.

We assist emerging, middle market and Fortune 500 issuers in both public and private offerings. We also represent private placement agents, venture capital and private equity funds, merchant bankers, broker-dealers, investment companies, investment advisors and insurance companies. Successfully navigating the intricate capital formation process not only requires extensive experience with complex financing structures and techniques, but also sophisticated knowledge of the securities laws. In addition to providing day-to-day securities law support to our numerous public clients, we provide our earlier stage clients with a roadmap to meeting the complex governance and organizational requirements for a successful initial public offering.

Our broad M&A experience encompasses all transaction structures and types of representations. We are capable of handling mergers, stock purchases, asset purchases, exchange offers, tender offers, cross-border transactions, hostile bids, proxy contests, special committee representations, bankruptcy transactions, going private transactions, private equity transactions, and divestitures and spin-offs. We have the requisite experience in corporate, securities, banking, finance, antitrust, labor, environmental, tax, employment and other areas to advise on routine and complex transactions. When necessary in contested transactions, our litigation attorneys are ready and able to protect our clients' objectives.

We also assist our public clients in their banking transactions. Most significantly, our team members understand the expectations of both sides of the transaction in banking matters, having represented borrowers and lenders. Our experience includes negotiating syndicated credit agreements, mezzanine debt, letter of credit transactions, asset-backed financings and leasing transactions. Our team has significant experience in derivative contracts that often accompany these types of transactions, including interest rate swaps.

Industry Experience

Our clients can count on our attorneys to demonstrate their industry knowledge in the course of handling transactions. Stinson's corporate finance practice has considerable industry-specific experience in a wide range of business sectors, including: