Securities
The attorneys in the Securities Group of Smith, Gambrell & Russell, LLP regularly represent clients in transactions involving securities regulation, including initial and secondary public offerings, private placements, venture capital formation, debt offerings, mergers and other corporate reorganizations, leveraged buyouts, going private transactions and limited partnership syndications.
In the last decade, we have acted as counsel to either the issuer or underwriters in many public offerings of both equity and debt securities. We also assist clients in complying with “Blue Sky” or state securities laws.
We are counsel to numerous clients whose securities are traded publicly and who are reporting companies to the Securities and Exchange Commission, including AirTran Holdings, Inc. (commercial air carrier), America’s Car-Mart, Inc. (automotive retailing and specialty finance), Appalachian Bancshares, Inc. and Georgia Carolina Bancshares, Inc. (bank holding companies), Haverty Furniture Companies, Inc. (retail furniture), Radiant Systems, Inc. (site management systems for the hospitality and retail industries), SunLink Health Systems, Inc. (healthcare services) and Wegener Corporation (satellite communications equipment). We also represent several more bank holding companies whose securities are publicly held and who file reports with the SEC, the Comptroller of the Currency and/or the Federal Reserve Board.
We represent public clients in the entire scope of securities matters, including transactional matters such as public and private equity and debt offerings, and other capital raising transactions, as well as in restructurings, mergers, acquisitions and similar transactions. We likewise represent public companies in the entire scope of securities reporting and compliance matters, including the preparation of regular recurring annual and quarterly financial reports, proxy materials, annual reports to shareholders and other reports required to be filed by officers, directors and principal shareholders. Our securities lawyers also assist our clients in connection with various employee benefit plans involving securities, including incentive stock option plans, non-qualified stock option plans, restricted stock plans and employee stock purchase plans.
In addition to representing companies and other business entities in public and private offerings of their securities, we frequently act as counsel to national and regional investment banking firms in equity and debt offerings, including tax-exempt financings. Clients for whom we have acted in this capacity include Salomon Smith Barney, Merrill Lynch & Co., Banc of America Securities, U.S. Bankcorp, Piper Jaffray, Inc., SunTrust Robinson Humphrey, Raymond James & Associates, Morgan, Keegan & Company, Wachovia Securities, Gerard Klauer Mattison & Co. and Southcoast Capital Corporation.
In connection with our representation of financial institutions, lawyers in the Securities Group (which includes attorneys who practice in the bank regulatory area) assist start-up banks and bank holding companies in their efforts to raise capital. Such activities frequently include a public offering registered under federal and state securities laws. In addition, holding company formations often require the preparation of a registration statement for an exchange offer to a financial institution’s shareholders to accomplish a reorganization. We have assisted numerous state-chartered institutions and national banks without a holding company structure in offerings which are filed for review and approval by the Comptroller of the Currency, the Federal Deposit Insurance Corporation and/or applicable state banking authorities.
Many of our securities lawyers also practice in the mergers and acquisitions area, and our securities attorneys work closely with our corporate and other M&A attorneys in representing clients in mergers, acquisitions, takeovers, tender offers and leveraged buyouts. We also have extensive experience representing clients in venture capital investments and limited partnership syndications. These transactions are typically structured to be exempt from registration under federal and state securities laws and involve ancillary documentation such as shareholders’ agreements, voting restrictions and registration rights agreements. We also have assisted clients in going private transactions, hostile tender offers and proxy contests (AirTran Airways and Wegener Corporation).
