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Public Offerings, Private Placements & Corporate Finance

Hodgson Russ has extensive experience representing public and private companies, start-up enterprises, individuals, and partnerships as well as broker-dealers, banks, and financial institutions in a wide variety of corporate finance matters. Our services range from securities offerings to best-efforts private placements and crowdfunding offerings.

We have extensive experience with numerous types of debt and equity financings, including initial public offerings, shelf offerings, corporate bond and note offerings, 144A transactions, and private investments in public equity (PIPEs) transactions. Our attorneys have handled transactions executed by public corporations domiciled in the United States as well as those of foreign companies with a presence on U.S. stock markets.

Our attorneys prepare and submit filings to the Securities and Exchange Commission (SEC) and state regulators, respond to SEC comments, conduct underwriter and placement agent negotiations, and assure compliance with all laws and regulatory agency reporting and document requirements, including SEC disclosures, exchange listings, and Section 16 reporting responsibilities.

We advise on the full range of securities compliance issues related to registration, compliance, disclosure, and governance of private placement transactions. We have assisted numerous emerging businesses, start-ups, and second- and advanced-stage enterprises in raising capital and recapitalizing through the sale of debt or equity securities via private placements and exempt securities offerings. The firm also represents institutional investors, placement agents, broker-dealers, and investment banks in private placement transactions.

Our comprehensive services include representation at every stage of the process, from private placement memoranda and materials preparation and review to structuring, negotiating, and closing the financing as well as handling the regulatory and “blue sky” reporting related to the financial transaction.

We can also advise U.S. companies seeking to raise capital on other exchanges around the world, particularly on Canadian exchanges.  These listings may represent an emerging alternative to relying on the U.S. capital markets and there is a growing track record of successful capital raises in such listings, depending on the nature and industry of the company in question.  While much of such northbound securities work will be performed in conjunction with Canadian counsel, we have a dedicated Canada Cross Border team with specialists across most areas of U.S. practice that is well-positioned to advise on all aspects of doing business across borders while maintaining compliance with U.S. laws.

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