RK&O’s Securities Transactions practice advises private funds and other buy-side market participants on a variety of matters, including investments in primary offerings, secondary market trading, liquidity management, short-selling and tender and exchange offers. The Securities Transactions practice is closely linked to RK&O's nationally recognized Regulation & Compliance practice, and regularly collaborates with our Investment Management, Private Equity and Marketplace Lending practices. more +
Investments, Trading and Liquidity: We advise on the purchase of securities in public and private offerings, including alternative capital-raising transactions. In addition to counseling on the transaction itself, we evaluate the client’s post-investment liquidity needs and options. We have expertise in the tradability and regulatory issues relating to debt, preferred stock, warrants, convertible debt and hybrid instruments. We counsel clients on the availability and structure of exit transactions, including registered resales and unregistered dispositions under Rule 144, Section 4(a)(1-½), Rule 144A and Regulation S.
Hedging and Short Selling: We help clients understand and manage the legal risks associated with hedging, including specific risks related to the exit transaction. We have particular expertise in legal issues associated with short selling.
Securities Law Issues in Bankruptcy: We represent hedge funds and other investors on the securities law aspects of owning interests in or claims against a bankrupt issuer. Working with our colleagues in RK&O’s Bankruptcy & Special Situations Investments and Distressed Debt & Claims Trading practices, we have particular expertise with the resale of plan securities under Section 1145 of the Bankruptcy Code.
Tender and Exchange Offers: We provide guidance to clients considering participation in tender and exchange offers. We are especially experienced with privately negotiated exchanges under Section 3(a)(9) of the Securities Act, and with transactions in the when-issued market.
Shareholder Activism: We regularly counsel hedge funds on the legal issues concerning shareholder activism, including board representation, Section 13 reporting, Rule 10b-5 issues and negotiated settlements.