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Nossaman LLP

Corporate

Corporate Finance

Nossaman represents clients in connection with public and private offerings of equity and debt securities. We represent securities issuers, securities purchasers, borrowers, and lenders in securities offerings, strategic investments, loan transactions, credit facilities (individual and syndicated), debt restructurings, recapitalizations, and other financing transactions.

Nossaman attorneys also counsel public and private investors, including various pension funds, on investments, dispositions, and financings. We counsel our investor clients on how much and what types of due diligence investigation should be done and who should do it – Nossaman attorneys or paralegals, client personnel, third parties, or some combination thereof – balancing the competing needs for timely and quality information and cost-effectiveness.

Our work for securities issuers includes preparing offering circulars, private placement memoranda, and other offering materials satisfying applicable disclosure requirements, conducting due diligence to identify meaningful information to be included in the disclosure documents, and structuring the offering to meet the client's objectives and applicable securities law exemptions. Our clients for this work include technology, bio-technology, and web-based software companies and businesses in real estate, retail, construction, water, agriculture, hospitality, and healthcare.

Nossaman attorneys recognize that every industry is unique, has its own special characteristics, terminology, and manner of doing business, and is subject to its own special regulatory scheme. Therefore, every disclosure document, investment, and transaction must be tailored to the requirements of the client, the industry, and applicable regulations.

We also have an active public finance practice, which provides bond, disclosure, underwriter, issuer, and developer counsel representation for a wide variety of public finance transactions throughout California. Our public agency work includes negotiating, structuring, and documenting the issuance of tax-exempt and taxable securities for public and public-private projects, including preparing disclosure documents for public offerings and providing legal opinions on tax exemption.

Nossaman attorneys are experienced in structuring securities offerings to comply with applicable securities laws. We regularly obtain permits for the issuance of securities from the California Commissioner of Corporations and conduct fairness hearings with the Commissioner to satisfy federal securities law exemptions when more convenient exemptions are not available or would not meet the client's requirements.

Nossaman also represents clients in connection with venture capital financing, strategic investments, and other types of recapitalizations. We regularly counsel clients on "blank check" preferred stock provisions, dividend and liquidation preferences, conversion rights, anti-dilution protection, redemption rights, different classes of common and preferred stock, classified boards of directors, registration rights, preemptive rights, and voting rights.

Our capital formation work includes preparation and negotiation of term sheets for such investments, including preferred stock terms (if applicable), stock purchase agreements, certificates of determination and amendments of articles of incorporation and bylaws, investor rights agreements, voting agreements, buy/sell agreements, registration rights agreements, and board representation and/or observer agreements.

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