Securities & Corporate Governance

The Securities team at Gray Plant Mooty has extensive experience helping companies attract capital and navigate securities law. Our team comes to the table with expertise in a broad range of securities offerings—private placements, public offerings of debt and equity securities, as well as ongoing compliance requirements. We also work with companies on securities-related issues associated with spin-offs, mergers, financings, and unsolicited takeover offers. And we’ve recently helped clients respond to the current economic landscape by taking their companies private.

We can advise you on issues related to the Securities Act of 1933, including:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • PIPEs
  • SPACs
  • Going private transactions
  • Regulation S offerings

We can advise you on issues related to the Securities Exchange Act of 1934 and other matters facing public companies, including:

  • Compliance with proxy rules for shareholder meetings and transactions requiring shareholder approval
  • Initial and continued listing requirements of national securities exchanges and associations
  • Insider trading and related reporting issues
  • Periodic and current reports
  • Soft disclosures as required by Regulation FD
  • SEC comment letters on periodic reports
  • Confidential treatment and no-action requests

To help you comply with the requirements of the Sarbanes-Oxley Act, we assist with:

  • Board committee charters and requirements
  • Board expertise and independence requirements
  • CEO and CFO certifications, including back-up procedures
  • Corporate codes of ethics
  • Corporate governance policies and procedures
  • Whistleblower policies and procedures

We can also advise your officers and directors on a variety of issues such as:

  • Executive compensation matters, including stock options
  • Investor relations and corporate communications, including press releases and online communications
  • Special obligations of corporate officers and directors
  • Change of control duties and procedures
  • Fiduciary duties of directors in addressing routine matters, as well as more complex divisions involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business
  • Purpose and use of special committees in corporate transactions involving insiders and affiliates

Representative Clients

  • Famous Dave's of America, Inc.
  • Flexsteel Industries, Inc.
  • Golden Entertainment, Inc. (f/k/a Lakes Entertainment, Inc.)
  • National American University Holdings, Inc.
  • NVE Corporation
  • Osprey Medical Inc.

Experience

Representative Matters

  • Represented various clients in connection with registering the resale of stock issuable under stock options or other equity compensation plans on Registration Statements on Form S-8.
     
  • Represented a publicly held developer of Indian and non-Indian casinos in relisting its common stock on the NASDAQ Stock Market.
     
  • Represented a publicly held specialty pharmacy services provider in connection with its strategic merger with a publicly held pharmaceutical healthcare company (including preparation and filing of a Joint Proxy Statement/Prospectus on Form S-4). The combined entity has revenues of more than $1 billion.
     
  • Represented a publicly held manufacturer of precision instruments in connection with its going private merger transaction (including thwarting a hostile takeover attempt) with a private investment fund. The transaction value was approximately $163 million.
     
  • Represented a publicly held video, CD, and DVD duplicator in connection with its going private merger transaction with a private investment fund. The transaction value was approximately $63 million.
     
  • Represented a publicly held microelectronics manufacturer in connection with its PIPE transaction (a private placement of shares of its common stock followed by the filing of a Registration Statement on Form S-3 for the resale of the common stock). The amount raised was approximately $7 million.
     
  • Represented a publicly held developer and manufacturer of devices using spintronics in connection with a registration of common stock for a selling shareholder.
     
  • Represented a privately held car repair company, in connection with a management buy-out of issued and outstanding stock. The purchase price was confidential. Represented the same company in connection with its private placement of convertible preferred stock. The amount raised was confidential.
     
  • Represented a privately held start-up company in connection with its small corporate offering registration in the State of Minnesota. The amount raised was less than $1 million.
     
  • Represented a privately held investment fund in connection with its investment in a privately held operator of radio stations. The purchase price was confidential.
     
  • Represented a privately held company that invests in manufactured housing developments in connection with its private placement of membership interests in its wholly-owned subsidiary. The amount raised was confidential.
     
  • Represented a privately held company in connection with its private placement of membership interests. The amount raised was confidential.