The Gibbons Corporate Department guides both issuer and investment firms clients, including broker-dealers, investment advisers, and commodities brokers, through private placements and public offerings of debt and equity securities; initial and secondary public offerings; private equity investments; tender offers; and other regulatory matters under the Securities Act, Investment Company Act, Investment Advisers Act, Securities Exchange Act, Commodity Exchange Act, and state laws and regulations. We serve as counsel and “special counsel” in internal investigations, government proceedings, and other matters before the DOJ, SEC, CFTC, FINRA, NFA, NASDAQ, and state attorneys general. We also counsel clients on federal and state securities and commodities law disclosure and compliance, including periodic reporting and filings, insider trading compliance, the Sarbanes-Oxley Act of 2002, Dodd-Frank Act, JOBS Act, public disclosure obligations, and preparation and filing of registration statements and proxies. Our attorneys represent foreign issuers and investment firms in U.S. markets and U.S. issuers and investment firms in foreign markets. We counsel securities and commodities industry participants on registrations, personnel licensing, regulatory reporting, compliance, cybersecurity, privacy, and other matters.
Areas of Focus
Acquisition and Growth Capital Financings
Gibbons represents both buyers and targets in institutional and non-institutional (angels and high-net worth individuals, family offices, and others) financings, whether investment or strategic acquirers. These deals include private and public offerings of debt and equity securities, including IPOs; private investment in public entities (PIPE) transactions; private equity fund investments in portfolio companies; direct investments by hedge funds; venture capital funds; non-institutional investors; and mezzanine and bridge-loans (advising both borrowers and investors in such loans).
Mergers & Acquisitions
Our team regularly represents public companies in their mergers and acquisitions, asset purchases and sales, and proxy/tender-offer transactions, preparing and filing such SEC documents as: Forms S-4 and F-4 registration statements; Form 8-K reports, including Regulation FD disclosure; Regulation 14A proxy statements; Regulation 14C information statements and proxy contests and opposition solicitations; Regulation 14D tender offers; and Regulation 14E issuer tender offers.
The State "Blue Sky" and Business Entity Laws
Gibbons Corporate Department thoroughly addresses compliance with all state securities law or “blue sky” matters with respect to securities offerings, broker-dealers, and investment advisers. We monitor developments in state business laws governing corporations, partnerships, and limited liability companies, and our Wilmington, Delaware-based partners focus on legal trends in that critical jurisdiction.
We advise underwriters and issuers, including selling shareholders, on IPOs, and we handle PIPE transactions and other private placements under Rule 506 of Securities Act Regulation D to “accredited investors” and qualified institutional buyers through placement agents. Our services include helping clients address the recently liberalized general solicitation prohibition. We counsel clients on securities offerings under Regulation A of the Securities Act of 1933; assist public reporting clients on secondary public offerings; and monitor JOBS Act and “crowdfunding” developments.
Gibbons attorneys provide comprehensive advice and counsel regarding compliance with the Securities Exchange Act, including filing and reporting requirements, especially in connection with Forms 10, 10-K, 10-Q, and 8-K (especially with respect to Regulation FD analysis and disclosure). We provide interpretive guidance to companies on Exchange Act issues and compliance, handle submissions to SEC staff of letters commenting on and critiquing Exchange Act filings, and develop positions with clients on why Exchange Act filings were sufficient or deficient. We also handle broker-dealer registration and compliance, including FINRA rules and interpretive guidance, and we have strong relationships with respected securities industry accounting firms and operations consultants. We advise both our U.S. and foreign clients on offerings under SEC Regulation S and the registration “safe harbor” for non-U.S. broker-dealers under SEC Rule 15a-6.
Investment Advisers Act/Investment Company Act
The Gibbons Corporate Department represents business development companies and mutual funds registered under the Investment Company Act for all federal and state securities law matters. We are experienced in the regulation and registration of public investment companies, including closed-end funds, BDCs, mutual funds, unit investment trusts, ETFs, and variable annuities/separate accounts, among others. Our attorneys counsel clients on Investment Company Act exemptions and filing of section 6(c) orders and no-action letters. We serve as counsel to private fund and registered investment advisers, among other clients, and assist advisers with state registration and exemption issues.
Gibbons corporate attorneys advise and represent our clients, both issuers and investors, with respect to equity investments, offerings, downrounds, PIPE transactions, financings, and alternative investments. We represent investors, such as private equity groups, hedge funds, venture capital funds, SPVs, holding companies, and real estate investment firms, at all levels, from formation and capital raising, to acquisitions and divestitures, securities regulation and governance, and general operational/legal work for portfolio investments. We also counsel clients on offshore fund structures and work with prominent foreign counsel to establish master-feeder arrangements in appropriate jurisdictions.
Commodity Exchange Act
The firm represents numerous clients in CFTC regulatory matters, including filing for CFTC exemptions, processing NFA filings, and forming commodity pools. We also advise on derivative and swaps transactions, which includes working with our clients to negotiate ISDA documentation and achieve compliance with the recent ISDA protocols.