Securities Transactions

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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.


  • A large hedge fund as a major investor in a private company engaging in a SPAC business combination.
  • A large shareholder of a Norwegian listed company in a Regulation S private secondary sale.
  • A Cayman entity in the subscription for shares of a Canadian mining company in a Regulation S offering.
  • A U.S. hedge fund with respect to the onshore and offshore liquidity of shares issued by a Bermuda corporation in a Chapter 11 reorganization.
  • An investment firm principal with respect to his fiduciary duties as a board member of a newly-listed SPAC.
  • A U.S. hedge fund as a provider of private debt and equity capital to a listed biotech issuer.
  • A bank debt trading desk with respect to the liquidity of various securities received in Chapter 11 and out-of-court corporate restructurings.
  • A hedge fund in its contribution of side pocket real estate assets to a newly formed public REIT, and subsequent share sales in registered secondary offerings.
  • A hedge fund as the major investor in a biotechnology company’s IPO.
  • Numerous hedge funds and broker-dealer trading desks in private secondary market purchases and sales of corporate securities.
  • Large hedge funds as selling shareholders of publicly traded corporations, including negotiation of registration rights, advice on block sales, MNPI management and Section 13 and Section 16 compliance issues.
  • Debt investors in privately negotiated Section 3(a)(9) equity swaps with corporate issuers.
  • Hedge funds with public company equity positions on “affiliate” issues and Rule 144 resales.
  • Distressed debt trading desks on liquidity options for securities issued by the debtor in a Chapter 11 reorganization or other restructuring.
  • A hedge fund with regard to its liquidity options as an early-stage investor in a post-IPO fintech issuer.
  • Numerous hedge funds concerning the purchase of foreign issuers’ securities under Regulation S.
  • Several hedge funds with regard to Regulation SHO, Rule 105 and Securities Act compliance in connection with short sales of equity securities.
  • A large hedge fund in a proxy fight against a major U.S. industrial company.