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M&A and Securities Regulation

M&A and Securities Regulation

Graydon represented many of our financial services clients, large and small, public and private, in a myriad of M&A transactions. These transactions have been structured in many different ways including: purchases of assets or stock, forward and reverse mergers, ESOPs, private tender offers, and acquisitions of assets in bankruptcy proceedings. The consideration for these transactions has involved cash, stock, warrants, notes, earnouts, and other creative mechanisms designed to create value for the parties engaged in the transactions.

We also have experience in acquiring bank holding companies. In connection with these acquisitions, we assist clients in all filings and merger proxy statements required with the SEC and provided tax opinions as to the tax-free nature of these acquisitions; we represent banks and other financial services clients in various transactions involving the purchase or sale of assets, including stock transfer agent businesses and credit card portfolios; and we advise our financial services clients in establishing joint ventures, making strategic investments, sales of minority interests in private offerings, and various other purchase and sale transactions.

As securities law counsel, we have gained substantial experience in representing both large and small public companies in initial and secondary public offerings, in shelf registration statements, in mergers and acquisitions using their securities as acquisition currency and in the various planning and disclosure considerations relating to such major transactions and ongoing strategic issues.

We routinely advise our public company clients on periodic reporting obligations, public disclosure requirements when unexpected events occur, and securities issues relating to various incentive plans. Graydon securities lawyers have played an integral role in assisting, implementing and advising our public company clients on Sarbanes-Oxley requirements and related corporate governance initiatives.

Graydon securities lawyers have substantial experience in representing both large and small companies in private offerings. We represent both providers and seekers of capital, including venture capital and private equity funds and numerous venture-funded companies, in numerous capital raising transactions.