Corporate & Securities

Ledgewood extensive experience delivering the high-quality level of representation demanded by public companies and other market participants.

Ledgewood’s Corporate & Securities attorneys advise private and public companies on a wide range of securities matters from start-up financing to initial and secondary public offerings, private placements, private investments in public equity (PIPEs) and Rule 144A transactions, repurchase programs, tender and exchange offers.

Our Corporate and Securities attorneys also help boards of directors and special committees of public and private companies in connection with interested party transactions and issues requiring special disclosures. We listen carefully to our clients’ goals and tailor our representation to best achieve the desired outcome.

We understand the difference between simply assisting our clients to draft offering and disclosure documents and helping guide them to opportunities, investors and relationships. Our attorneys leverage industry knowledge and contacts to identify possible partners who can help our clients grow their businesses in an efficient manner.

Our team has extensive experience delivering the high-quality level of representation demanded by public companies and other market participants. We provide regulatory, reporting and compliance guidance to our clients on matters arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, including preparation of annual, quarterly and current reports and proxy statements, transaction reporting by directors and officers under Section 16 and Schedule 13and New York Stock Exchange, Nasdaq and OTC listings.

Our attorneys provide sophisticated and cost-effective representation in virtually all types of securities matters for our clients, which include publicly-traded entities such as publicly traded partnerships (MLPs) and real estate investment trusts (REITS), middle-market entities, as well as other public corporations.

SPACs

Ledgewood’s Tax practice advises special purpose acquisition companies (SPACs) on tax issues related to the newly formed corporation and its’ acquisition of a private company. Frequently there are a large number of tax matters that must be addressed during the raising of capital in an IPO in anticipation of identifying and consummating a business combination.

We can help clients ensure the tax-free nature of the acquisition, and guide the SPAC sponsors through tax concerns as they arise.

Energy

Ledgewood’s Corporate & Securities attorneys advise regional natural gas producers, processors and gatherers in a wide-range of securities matters, including 1934 Act reporting, asset sales, governance and general corporate matters.

REITs

Ledgewood’s Corporate & Securities attorneys have substantial experience with regard to real estate securities, real estate investment trusts (REITs) and real estate-based securities.

Our team represents clients involved in listed and non-listed real estate securities. We counsel clients on a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, structuring 1031 transactions and advising REITs on initial public offerings, mergers and acquisitions and innovative transactional structures.

Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, sellers, investors, investment banks, leading lenders, state and federal regulators, and REIT owners and operators. Our team approach allows us to effectively represent our clients to reach a prompt and efficient resolution.

Public Company Representation

Ledgewood’s Corporate & Securities attorneys have extensive experience working with public companies, providing comprehensive solutions to public companies seeking advice on securities laws or regulatory compliance matters.

Our team can also assist in corporate finance and other capital-raising transactions. Our industry knowledge and longstanding contacts in the financial community help clients navigate through regulatory hurdles in complex transactions.

Tax

Ledgewood helps companies optimize expected value of a merger or acquisition by quantifying potential risks and opportunities. We provide an advantage to our clients by utilizing our familiarity with federal tax laws and nuances as they apply to each deal.

We can help clients analyze and quantify tax assets, tax risks and contingencies, assist with development of negotiation strategies, and facilitate deal expedience to reduce risk and business disruption.

Our clients rely on our team approach to develop integrated strategies and solve problems in a cost-effective manner. By working across practice areas, we help merger and acquisition clients take advantage of all available tax benefits and minimize tax liabilities and obligations.

Recent Transactions

  • $150 million initial public offering of special purpose acquisition company in the insurance industry
  • $345 million initial public offering of special purpose acquisition company in the financial technology industry
  • $275 million initial public offering of special purpose acquisition company in the energy industry
  • Merger of wire transfer company with special purpose acquisition company
  • $175 million initial public offering of special purpose acquisition company in the financial technology industry
  • $132 million offering of convertible senior notes of real estate investment trust
  • Merger of financial technology company with special purpose acquisition company
  • $100 million initial public offering of special purpose acquisition company in the financial technology industry
  • $122 million offering of publicly-traded preferred stock of real estate investment trust