Luce Forward helps California businesses and owners minimize risks. Our securities advice to public companies, underwriters, private companies, private equity funds, and their principals always focuses on the core objectives of clients. The public and private companies we represent, both large and small, trust us to understand their objectives and get the results they want. That is why Luce Forward's securities attorneys have represented issuers and investors in billions of dollars of public and private offerings of debt and equity securities.
Our extensive securities experience includes:
- public offerings of equity, debt, and convertible securities
- Initial Public Offerings
- reverse mergers, SPACs, and other alternative public offerings
- financing transactions, conversions, and restructurings
- private placements
- going private transactions
- public company acquisitions and spin offs
- Section 3(a)(9) exchanges
- Section 3(a)(10) issuances
- Securities Exchange Act reporting and compliance
- public listing
- securities exchange
- Sarbanes-Oxley and Dodd-Frank Acts compliance
- public disclosure issues
- corporate governance and fiduciary duty issues
- audit committee and special committee issues
- state "blue sky" regulations
- resale of securities under Rule 144 and Rule 144A
- valuation and fairness opinion issues
- negotiation of underwriting and placement agent agreements
- approval and clearance with FINRA
Representative Matters
- Represented a public Italian entities in license/stock deal with NASDAQ biopharmaceutical company focused on acquiring, developing, and commercializing proprietary products that address the need of patients treated by physician specialists, including the registration of milestone securities with the SEC.
- Represented a pharmaceutical company listed on NASDAQ in connection with several PIPE financings.
- Represented a pharmaceutical company to increase the revolving commitment amount under its credit agreement.
- Represented a provider of information connectivity solutions that capture, analyze, and present real-time information to its customers in the Department of Defense, Department of Homeland Security, other government agencies, and large industrial companies, in multiple PIPE financings and then its merger to become a wholly-owned subsidiary of a provider of engineering, IT services, and warfighter solutions primarily in the U.S. and traded on NASDAQ.
- Represented a publicly traded bank holding company in its acquisition of a bank through merger.
- Represented a developer of innovative technologies to stabilize biological materials at room temperature, in multiple private offerings of preferred stock to investors.
- Represented a privately held company in its acquisition of an existing bank holding company through a stock exchange transaction approved by the California Department of Corporations after a fairness hearing and the simultaneous private capital offering to fund the acquisition and recapitalize the bank.
- Represented a private school in a bond financing intended by the school to be used for several capital projects, including, purchasing additional real property, installing an athletic field, building a permanent high school building, expanding the current high school buildings, and building a new athletic center/gymnasium.
- Represented a bank holding company in its IPO with the SEC.
- Represented a private company developing lead compounds in new medicines for acne, wound healing, prostate cancer, and for other androgen or androgen receptor-related disorders in multiple private offerings of preferred stock to investors.
- Represented a manufacturer and distributor of audio recording, vibration monitoring, and process control equipment and products and its security holders in the sale of all the company’s stock to a public, diversified, industrial company that produces engineered products for global niche markets.
- Represented California state-chartered banks in offerings under the purview of the California Department of Financial Institutions.
- Represented nationally chartered banks in offerings under the purview of the Office of the Comptroller of the Currency.
- Represented a private company providing video hardware to document "bad driving" events and to aid in crash reconstruction in multiple private offerings of preferred stock to investors.
- Represented a bank holding company in a TARP financing.
- Represented of a janitorial, security, and related services company and its security holders in the sale of all of the company’s stock to a large strategic partner.
- Represented the sole shareholder of a custom plastic injection molder offering full engineering services including product design consultation, mold design, and material recommendations, as well as in-house and offshore precision injection mold making, the sale of all of the stock of the company.
- Represented a distributor of both veterinary and physician healthcare products and its security holders in the sale of all of the stock of the company to a leading supplier of top quality animal health products and services.
- Represented Audit Committees of NASDAQ listed companies in connection with review of various accounting practices/issues, “tone at the top” and other regulatory and disclosure issues.
- Represented companies, including AMEX and NASDAQ listed companies, regarding Securities Exchange Act of 1934 reporting and compliance.
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