Practice Strengths

Securities Offerings and Reporting

Our securities lawyers counsel numerous public companies, ranging from FORTUNE 500 market leaders to microcap and middle market issuers, in fulfilling their responsibilities under the federal securities laws. We have a thorough understanding of the regulatory framework, including the SEC’s rapidly changing reporting requirements and the listing standards of the stock exchanges, and keep pace with the demands of increasingly active investors. In addition to helping clients comply with their Exchange Act periodic reporting obligations, we are experienced in helping public companies manage disclosure of difficult matters, such as restatements, internal and SEC investigations and adverse business developments. Our securities lawyers work together with our benefits lawyers to help companies structure benefits programs involving issuer securities, and we help them comply with the registration and offering issues associated with these programs.

We represent issuers and underwriters in equity offerings, including initial public offerings. Our public offering experience covers a variety of industries, including real estate, healthcare, retail, financial services, industrial and manufacturing, and sports and entertainment. We also assist our clients in a wide range of other capital market transactions, including offerings of rated and high yield debt, including Rule 144A offerings. Our lawyers are familiar with the SEC’s offering reform rules and we work with issuers as they implement new shelf registration statements and offering procedures.

We handle all legal matters relating to securities offerings for some of the world’s largest and most successful companies.

Recognition


  • More than 20 lawyers listed in various business-related categories in the latest edition of The Best Lawyers in America.
  • Designated in the latest edition of Chambers USA as being among the top corporate, bankruptcy, real estate and mergers and acquisitions firms in Ohio.
  • Team members have served or moved into positions as senior managers and in-house counsel for market-leading companies. 

Securities Offerings and Reporting Experience:

  • Counseled Developers Diversified Realty Corp in one of the first REIT IPOs, rolling up numerous partnerships and properties. As the company has grown from $300 million into a $10.8 billion (2008 total capitalization) real estate investment trust, we've represented it in connection with billions of dollars of securities offerings and debt financings, in addition to counseling the company on acquisitions, divestitures and corporate governance. 
  • Handled the $120 million IPO of insurer ProCentury Corp., giving it enough capital from an insurance regulatory standpoint to keep its AM Best rating, continue growing and write more business.
  • Handled a shelf registration and two underwritten, secondary public offerings totaling $120 million for Quanta Services, Inc., to help its largest stockholder, First Reserve, sell its position.
  • Represent a multi-billion dollar portfolio company owned by Plus Fund that has an exclusive license to track the S&P Hedge Fund Index, helping it to form funds and partner with several major banks.
Business—Securities Offerings and Reporting Lawyers
Jeffrey P. Berg Partner
Los Angeles 310.442.8850
Jack A. Bjerke Partner
Columbus 614.462.4760
Henry C. Bodenheimer Associate
New York 212.589.4698
Joseph P. Boeckman Partner
Columbus 614.462.4737
Donald W. Brodsky Partner
Houston 713.646.1335
John F. Cermak, Jr. Partner
Los Angeles 310.442.8885
Alfred C. Chidester Partner
Denver 303.764.4091
William J. Conti Partner
Washington, DC 202.861.1726
Jonathan P. Cramer Partner
New York 212.589.4604
Jeffrey E. Decker Partner
Orlando 407.649.4017
Timothy J. Eloe Partner
Chicago 312.416.6212
Judy Gechman Counsel
Houston 713.646.1342
John M. Gherlein Partner
Cleveland 216.861.7398
Michael P. Glasser Associate
New York 212.589.4677
Nina K. Goldberg Associate
Los Angeles 310.442.8828
Steven H. Goldberg Partner
New York 212.589.4219
Matthew D. Graban Partner
Cleveland 216.861.7958
Patrick Hannon Partner
New York 212.589.4640
Suzanne K. Hanselman Partner
Cleveland 216.861.7090
Kenneth M.H. Hoff Partner
Los Angeles 310.442.8888
Randolf W. Katz Partner
Costa Mesa 714.966.8807
Adam R. Law Associate
Houston 713.646.1389
Chris LeVeque Associate
Los Angeles 310.442.8861
Robert M. Loesch Partner
Cleveland 216.861.7594
Alissa K. Lugo Associate
Orlando 407.649.4015
Laurence S. Markowitz Partner
New York 212.589.4291
Robert F. Morwood Associate
Cincinnati 513.852.2603
Douglas M. Nevin Associate
New York 212.589.4637
Kathleen S. O'Connor Associate
Cleveland 216.861.7328
Stephen T. Olson Associate
Houston 713.646.1360
Janis M. Penman Partner
Washington, DC 202.861.1622
Michael L. Powell Associate
Washington, DC 202.861.1528
Matthew C. Roesch Associate
Columbus 614.462.2621
Robert K. Rupp Partner
Columbus 614.462.2688
W. Robert Shearer Partner
Houston 713.646.1391
Amy M. Shepherd Partner
Columbus 614.462.4712
Winnie Sim Associate
Columbus 614.462.4726
Janet A. Spreen Partner
Cleveland 216.861.7564
Morgan A. Tarlton Associate
Houston 713.646.1343
Peter W. Van Euwen III Partner
Cleveland 216.861.7598
Robert A. Weible Partner
Cleveland 216.861.7553
Kenneth C. Wright Partner
Orlando 407.649.4001
Sue H. Yoo Associate
Costa Mesa 714.966.8806
Date Business—Securities Offerings and Reporting Executive Alert/Newsletters
2/8/2010 SEC Issues Interpretive Guidance Related to Climate Change Disclosures
12/23/2009 SEC Staff Provides Guidance on the Effective Date of New Rules Requiring Enhanced Proxy Statement Disclosure About Risk, Compensation and Corporate Governance
12/22/2009 SEC Adopts Final Rule Requiring Enhanced Proxy Statement Disclosure About Risk, Compensation and Corporate Governance
8/12/2009 Courts Signal that Financial Advisors Issue Fairness Opinions, Not Insurance Policies
7/28/2009 The SEC Proposes Enhancements to Compensation and Corporate Governance Disclosure and Amendments to Proxy Solicitation Rules
7/13/2009 Commission Approves Elimination of Broker Discretionary Votes for Director Elections
6/24/2009 SEC Proposes Rules to Facilitate Shareholder Nominations of Directors
5/19/2009 Planning in Light of the Obama Administration’s Legislative and Enforcement Initiatives—UPDATE
5/1/2009 SEC Seeks Comment on New Short Sale Price Test and Circuit Breaker Restrictions
2/12/2009 SEC Requires Form D to be Filed Electronically After March 16, 2009
1/20/2009 Planning for Obama Administration Legislative and Enforcement Initiatives
11/11/2008 Final Code § 409A Documentation Compliance Deadline for Deferred Compensation Plans and Arrangements Fast Approaching
09/19/2008 SEC Issues Emergency Orders Temporarily Limiting Short Selling of Bank Stocks and Easing Stock Buyback Limitations
07/09/2008 Change in SEC Staff Position on Section 16 Aggregate Reporting
Date Business—Securities Offerings and Reporting Quotes
2/3/2010 DealLawyers.com: Joint Ventures in India
2/1/2010 Law Technology New: Up Close
11/2/2009 Texas Lawyer: New Deals: Quanta Services Acquires Price Gregory Services, Service Corp. to Acquire Keystone North America
10/20/2009 The Daily Deal: Deal Memo
10/16/2009 Law360: Q&A with John Gherlein
10/1/2009 Treasury & Risk magazine: Cashing In Next Wedding Season
9/22/2009 MarketWatch: Skype Founders Trying to Wreck eBay Deal
9/18/2009 Fast Company: Will the Skype Founders Actually Win $75 Million Per Day From eBay?
9/18/2009 New York Times: Skype Founders Escalate Legal Battle
9/16/2009 BusinessWeek: Skype Lawsuit May Complicate Sale
9/1/2009 San Jose Mercury News: EBay to sell off Skype
7/9/2009 Boardroom Insider: Five Urgent Tips on Board D&O Indemnification
7/2/2009 Philadelphia Inquirer: Exelon Sweetens NRG Offer
6/29/2009 American Lawyer: $3.3 Billion Teppco-Enterprise Deal Creates Work for Special Committees
6/26/2009 Bloomberg News/Boston Globe: EBay’s Fight With Skype Founders May Threaten Its Plans for IPO
3/18/2009 Reuters: Outfoxed J&J Could Demand Remicade Reparations
3/2/2009 Crain's Cleveland Business: Leading Ladies
2/24/2009 Dow Jones/Wall Street Journal: Compliance Watch: If Govt Steps In, Perks Could Be Kaput
11/13/2008 Urban Land: Second-Tier Revivals
10/28/2008 Hedge Fund Law Report: New Rule Requires Disclosure of Hedge Fund Short Positions to the SEC, But Not to the Public
3/13/2008 USA Today: Creditors Tap Assets of Carlyle Capital
1/28/2008 USA Today: For Private-equity Firms, It's No Longer a Done Deal
6/6/2007 Boston Globe: "Little Guys" Fight Genzyme Buyout
5/21/2007 Boston Globe: Hologic to Buy Cytyc in $6.2b Life Science Deal
09/27/2006 San Diego Tribune: J&J Alleges Beach of Guidant Agreement
1/14/2006 Boston Herald: J&J Wins Key Round in Bid War; New BSX Buyout Offer Rejected
1/14/2006 Boston Globe: Guidant Spurns Boston Scientific
11/7/2005 New York Times: Guidant Sues Johnson to Force Buyout

For more information about our Securities practice:
National Contact

Robert A. Weible

216.861.7553 rweible@bakerlaw.com
Chicago
Ronald S. Okada 312.416.6210
Cincinnati
Eric J. Geppert 513.929.3405
Cleveland
Robert A. Weible 216.861.7553
Columbus

Joseph P. Boeckman

614.462.4737 jboeckman@bakerlaw.com
Costa Mesa

Carl R. Steen

714.966.8803 csteen@bakerlaw.com
Denver
Alfred C. Chidester 303.764.4091 achidester@bakerlaw.com
Houston

W. Robert Shearer

713.646.1391 rshearer@bakerlaw.com
Los Angeles

Carl R. Steen

714.966.8803 csteen@bakerlaw.com
New York
Laurence S. Markowitz 212.589.4291
Orlando

Kenneth C. Wright

407.649.4001 kwright@bakerlaw.com
Washington, DC

William J. Conti

202.861.1726 wconti@bakerlaw.com

Contact

National Contact
Robert A. Weible
216.861.7553


Contacts by Office »

Representative Clients

Championship Auto Racing Teams, Inc.

Developers Diversified Realty Corp.

Greif, Inc.

Keithley Instruments Inc.

Morgenthaler Ventures

State Auto Financial Corp.

The E.W. Scripps Company

The Progressive Corporation