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Securities & Corporate Governance

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Overview

Stoll Keenon Ogden’s Securities & Corporate Governance practice represents clients in industries, simple and complex, including financial services, consumer goods, energy, equine, healthcare, waste management, pharmaceutical and technology. Regardless of the issues our clients face, success is our mission, and we bring a wealth of experience and dedication to our work.

Our Securities experience includes:

  • Capital raises in private placements and other exempt offerings
  • SEC registered public offerings of debt and equity securities
  • ’34 Act securities law compliance for public companies, including periodic reporting companies
  • Proxy solicitations
  • Stock as consideration in acquisitions, both privately issued and publicly registered
  • Representation of issuers and investors in venture capital and angel financings
  • Registration rights agreements
  • Section 16 reporting
  • Tender offers
  • Stock splits
  • Investment advisor registration and compliance

Our Corporate Governance experience includes:

  • Representation of start-ups from formation through initial capital raises
  • Preparation and negotiation of limited liability company agreements, stockholder agreements, other buy-sell agreements and investor rights agreements
  • Negotiation of rights for preferred and minority investors
  • Advice to boards of directors on fiduciary duties and other governance obligations
  • Prosecution and defense of dissenters’ rights actions
  • Negotiation of employment agreements
  • Preparation of and advisement on implementation of incentive compensation plans
  • Internal corporate investigations
  • Compliance with stock exchange rules
  • Cash-out mergers of minority owners
  • Subchapter S conversions 

Work Highlights

Syndication

Represented administrative agent and lead bank in the documentation and negotiation of syndicated credit facilities totaling $57 million used by the borrowing group for overall corporate restructure, the acquisition and improvement of two river cruise ships to add to their existing fleet, the refinance of outstanding debt and for general working capital purposes.

Intellectual Property and Licensing

Currently represent a software services company that provides a suite of management and IT solutions for financial institutions, designed to improve efficiency and compliance with federal regulations in connection with seed round and subsequent financings involving a national private equity fund.

Emerging Business and Venture Capital

Currently represent a fund which makes convertible debt and preferred equity investments in early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.

Venture Capital – Technology and Life Science

Currently represent a fund making seed round and early stage investments in companies dedicated to science and technology innovation. The corporation focuses on developing and managing creative initiatives in education, economic competitiveness and scientific research.

Commercial & Industrial Lending

Currently represent bank in the documentation and negotiation of multiple credit facilities totaling more than $18 million to a dental holding company and its 150 related entities used by the borrowing group for general working capital purposes and acquisition needs.

Commercial & Industrial Lending – Syndication

Represented Administrative Agent and Lead Bank in the documentation and negotiation of syndicated credit facilities totaling $45 million used by the borrowing group for overall corporate restructure, the acquisition and improvement of two river cruise ships to add to their existing fleet, the refinance of outstanding debt and for general working capital purposes.

Redemption of Preferred Stock

Representation of related issuers in redeeming multiple outstanding series of preferred stock pursuant to call features.

Development Transaction for Coal Producer

Transaction to support the development of a longwall mining operation in Hamilton County, Illinois; initial investment at closing of $69.5 million, total investment in the project in a range of $400-525 million; SKO served as lead deal counsel, performed due diligence.

Acquisition of Coal Mine

Acquisition of Illinois Basin coal mine with 40 million tons of coal; SKO served as lead deal counsel, performed due diligence.

Coal Investment & Financing Transaction

Represented a publicly-traded client in a transaction to support the development of a longwall mining operation with a total investment in the project in a range of $400 – $525 million. Transaction featured several components, including a preferred equity investment, the acquisition and leaseback of reserves and surface rights, a coal handling and services agreement and an equipment financing facility.

Public Tender Offer

Representation of public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.

Stock Split for Publicly-Traded Company

Stock split in the form of a Stock Dividend for an NYSE-listed issuer with two classes of listed stock, including accompanying proxy solicitation, registration with NYSE and public disclosure guidance.

Private Notes Offering

Counsel to a public utility issuer in issuance of $58,000,000 in senior, unsecured notes as part of $75,000,000 private shelf facility. Redemption of existing debentures with proceeds from offering.

Venture Capital Investments

Represented a fund that makes convertible debt or preferred equity investments in numerous early-stage Kentucky business entities to facilitate the commercialization of innovative ideas and technologies.

Equity Offerings and Corporate Governance

Currently represent a software services company that provides a suite of management and IT solutions for financial institutions, designed to improve efficiency and compliance with federal regulations in connection with seed round and subsequent financings involving a large private equity funds.

INDUSTRY INVOLVEMENT

Energy & Mineral Law Foundation

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