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Capital Markets / Securities Law

Overview

Nutter’s experienced securities attorneys, both corporate attorneys and litigators, regularly counsel private, pre-IPO, and publicly-held clients on securities laws in a broad range of industries from biotech to real estate. We have a proven track record in guiding companies through the complicated process of going public, along with advising public companies as they navigate the confusing array of securities laws. We also routinely advise private companies on the securities laws that are applicable to them.

Overview
Federal and state securities laws touch virtually every period of a company’s life cycle, from structuring and initial organization, to capital raising (through both private and public markets), to employee compensation through stock options and other equity-based compensation, to many sale of business transactions.

Our clients
Our clients include companies in these industries:

  • High technology
  • Biotechnology
  • Healthcare
  • Training and development
  • Banking and insurance
  • Real estate investment (REITs)
  • Manufacturing and distribution

Our practice

We routinely provide advice and services to our clients on:

Public offerings

Our securities attorneys represent:

  • Both issuers and underwriters
  • Clients in all aspects of their initial and later-stage public offerings

Private placements

In private placements of securities for both private and publicly-held companies, we:

  • Structure and negotiate the transaction
  • Prepare the confidential offering memorandum and related placement documents

Merger and acquisition matters

We represent public and private clients in all of the aspects of mergers and acquisitions, including acquisition strategies, takeover defenses, transaction structures and negotiation, tender offers, litigation, SEC filings, disclosure requirements, and state corporation law issues.

SEC reporting

After a client becomes a public company, we assist them in the complex world of SEC reporting and compliance, by:

  • Reviewing and assisting in the preparation of all SEC filings with a sensitivity to clients’ needs and disclosure requirements of federal securities laws
  • Handling proxy statements that are highly complex and contested as well as routine annual meeting proxy statements
  • Counseling clients on disclosure matters

Investor communications

For our public company clients, we also:

  • Advise clients on all communications issued to stockholders and the media, and regularly review news releases
  • Guide clients on dealing with analysts and the media

Trading on inside information

We counsel public companies and their directors and officers on means to prevent insider trading.

Private investment partnerships

We routinely:

  • Represent and document private investment partnerships, including venture capital funds and hedge funds
  • Structure and organize domestic and off-shore funds
  • Provide ongoing legal advice on regulatory compliance, management operations, trading, and strategic issues

Investment advisors

We regularly advise investment advisors and money managers on compliance with the Investment Advisers Act of 1940, the Trust Indenture Act of 1939, and state securities laws.

View Practice Team

Representative Matters

Representative Matters

  • Commerce Bancshares Corp.

    Nutter represented Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its merger with Berkshire Hills Bancorp. Inc. (NYSE: BHLB), in an all-stock transaction valued at $209 million.

  • Nationally recognized investment banking firm specializing in the financial services sector (representing as selling agent)

    Nutter represented an investment banking firm as the selling agent in a $278 million initial public offering by a community bank headquartered in Massachusetts.

  • New York Stock Exchange–listed insurance holding company

    Nutter represented an insurance holding company in a $300 million public offering of senior debt.

  • Investment banking firm specializing in the financial services sector (representing as underwriter)

    Nutter represented an investment bank in a $60 million underwritten public offering by a New England-based, NASDAQ-listed banking company.

  • Insurance company

    Nutter represented an insurance company in a $125 million initial public offering.

  • Investment banking firm specializing in the financial services sector (representing as placement agent)

    Nutter represented an investment bank in the $38 million private placement of equity interests in a bank holding company organized as an LLC.

  • Bank holding company

    Nutter represented a bank holding company in a $20 million initial public offering.

  • Bank holding company

    Nutter represented a bank holding company in the $80 million private placement of common and preferred stock and a trust originated by subordinated capital income securities to fund an acquisition.

  • Utility company in New Hampshire

    Nutter represented a utility company based in New Hampshire in a $19 million public offering of common stock.

  • New Hampshire utility company through the Business Finance Authority of the State of New Hampshire

    Nutter represented a New Hampshire-based utility company in a $49 million public offering of tax-exempt bonds.

  • Manufacturing company

    Nutter represented a manufacturing company in a $30 million leveraged self-tender. 

  • Eastern Bankshares, Inc.

    Nutter served as legal counsel to Eastern Bank Corporation, the mutual holding company of Eastern Bank, in its conversion to a fully public stock holding company known as Eastern Bankshares, Inc. (NASDAQ Global Select Market: EBC).

News & Insights

News

Experience

  • Commerce Bancshares Corp.

    Nutter represented Commerce Bancshares Corp. and its subsidiary, Commerce Bank & Trust Company, in its merger with Berkshire Hills Bancorp. Inc. (NYSE: BHLB), in an all-stock transaction valued at $209 million.

  • Nationally recognized investment banking firm specializing in the financial services sector (representing as selling agent)

    Nutter represented an investment banking firm as the selling agent in a $278 million initial public offering by a community bank headquartered in Massachusetts.

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