Securities and Finance

BSMS’ corporate attorneys have expertise in venture capital and franchise transactions unmatched by many of the Southeast’s largest law firms.  We counsel both entrepreneurs and established companies in structuring early and late-stage angel and venture capital transactions, and develop and prepare private placements, registered public offerings, hedge funds and project financings.  Members of the firm have represented clients in connection with private placements of equity and debt securities, venture capital, project finance, joint venture transactions, IPO’s and ongoing SEC and state securities compliance issues.

Our venture capital lawyers regularly represent both issuers and investors in private capital-raising transactions. Our issuer clients range from start-up entities who are seeking seed capital to more mature entities who are obtaining mid- and late-round financings and bridge financings. Our investor clients include angels, venture capital funds, and private equity funds.  We assist our venture capital clients in due diligence investigations of potential portfolio companies and help negotiate, structure and document their investments, whether in the form of preferred stock, convertible debt or another security.  We also counsel clients as they prepare for and go “public”, and advise clients when they want to go “private”.  Our team also assists both public and private companies in connection with federal and state securities law requirements when establishing executive and employee stock compensation plans or arrangements.

The firm’s finance and securities experience includes:

  • Initial public offerings, reverse mergers into public shells and follow-on offerings (S-1, SB-1, SB-2, S-3, Form 10, etc.).
  • Private equity financings such as venture capital financings and private placements (506 and 504 offerings).
  • Prepare organization and offering documents for hedge fund offerings.
  • Broker/dealer and investment advisor registration and regulations
  • Investment banking and underwriting.
  • Leveraged and management buy-outs.
  • Consultation on federal and state securities laws matters, including 33 Act registrations, 34 Act compliance, SEC and NASD enforcement actions, and blue sky law compliance.
  • Representation of underwriters in connection with the placement of public and private debt and equity securities.
  • Sarbanes-Oxley Act issues, design and implementation of Sarbanes-Oxley Act compliance and supervisory policies and procedures.

Public Companies

We have a team of lawyers with extensive experience in the representation of public companies and the regulatory issues that are unique to them. Our team counsels and assists public companies in complying with SEC requirements as well as listing requirements, including those of the NYSE and NASDAQ. We also advise these clients in connection with registered and unregistered securities offerings under the Securities Act of 1933 and help prepare and review various SEC filings under the Securities Exchange Act of 1934, including annual, quarterly and other reports, proxy statements, Section 16 and other filings. Our team assists these companies in structuring and undertaking stock repurchases, tender offers, going private transactions, and provides counsel on disclosure matters and other regulated activities.  We also advise public companies and their boards of directors on issues related to the Sarbanes-Oxley Act of 2002, including corporate governance matters and the structure, composition and decision-making processes of the board of directors and its various committees, including audit, compensation and nominating committees.

Hedge Funds

Several of our attorneys have expertise in structuring and preparing offering materials for domestic and international hedge funds, private REIT’s, blind pool investment trusts, and similar limited partnership syndications.  We have experience in establishing a broad range of alternative investment funds with unique investment strategies and focuses.  In addition, our litigation practice group has experience in hedge fund related litigation representing both funds, managers and investors.