Our Securities and Public Companies Practice provides trusted and valued advice to clients with sophisticated corporate, securities, and transactional law issues.  We are highly experienced in all facets of public company and capital markets representation, and are deeply committed to providing excellent client service.  We take pride in our ability to build collaborative, long-term relationships with our clients, serving them from their growth phases through maturity.  Under the supervision of a lead partner, internal teamwork is a hallmark of our approach to advising clients, assuring that the firm’s wide-ranging resources are cost-effectively deployed for the full advantage of our clients.

While each client has specific needs, all of our clients benefit from our expertise centered around four major areas:

• Counseling public companies in a wide variety of matters involving considerations of general corporate law and securities law and regulations;
• Advising companies and investment bankers on a full range of financing activities involving the 1933 Securities Act and other legal expertise generally required in connection with sophisticated financings;
• Coordinating mergers and acquisition activities and other strategic transactions; and
• Advising institutional investors on transactions involving complex securities law considerations.

Practice Focus Areas

Public Companies

From the time the federal securities laws were first adopted, we have been providing advice to public companies that daily face the daunting task of complying with a complex array of securities laws and regulations.  Our clients rely on us for knowledgeable and expedient advice on many matters, including:

• Disclosure and reporting requirements;
• Securities offerings and general financing activities;
• Mergers, acquisitions, dispositions, and proxy contests;
• Shareholder rights’ plans and other hostile corporate takeover issues;
• Executive compensation and benefits;
• Equity compensation plans;
• Employee benefit plans;
• Corporate governance;
• Securities trading by directors and officers;
• Resale of restricted securities;
• Stock repurchase plans;
• Dividend reinvestment plans; and
• Corporate communications and Regulation FD legal requirements.

We work with companies in helping them address all facets of their securities law needs.  Examples of the range of our significant recent experience are as follows: 

• Our attorneys work with major New York Stock Exchange and NASDAQ companies such as State Street Corporation, Reebok International, Ltd., and EMC Corporation on proxy statements, shareholder proposals, institutional shareholder voting policies, disclosures, and proxy contests.
• We provide leading edge advice to companies such as TJX Companies, The Gillette Company, and NSTAR on compliance with the Sarbanes-Oxley Act and related regulations.
• We represented Enterasys Networks, a major cable network provider, in connection with an elaborate corporate restructuring involving the IPO and spin-off of Riverstone Networks, a Silicon Valley technology company.
• We represented Millipore in connection with its IPO and spin-off of Mykrolis.
• We routinely negotiate executive compensation and severance package arrangements for employees of major public companies.  In addition to leveraging our deep understanding of general trends in executive compensation, we understand and take into account additional implications regarding tax and ERISA issues.
• We represent broker-dealers in connection with SEC, state, and NASD matters involving compliance as well as civil and criminal dispute resolution. 
• We represent companies, boards of directors, and board committees in connection with corporate governance matters.
• We defend white collar criminal investigations and cases involving allegations against issuers, officers, directors, broker-dealers, investment advisers, and individual investors of insider trading, securities fraud, and other criminal securities law violations. 
• We provide sophisticated securities law structuring and compliance advice to broker-dealers designing and effecting hedge trades for companies and their affiliates.

Securities Offerings and General Financing Activities

Companies across a broad range of industries turn to Ropes & Gray for help with the full range of securities offerings and general financing activities.  Our extensive experience assures that we can successfully navigate the practical and technical challenges encountered by our clients in the course of planning and effecting:

• IPOs;
• Follow-on offerings;
• Shelf registrations;
• PIPES transactions, other private placements, and exempt offerings;
• 144A offerings and exchange offers;
• Debt exchanges and other restructurings; and
• Cross-border and non-U.S. offerings. 

In addition, our substantial experience representing investment banks and investors in similar offerings allows us to better understand market expectations and the interests of other parties to these transactions.  Our experience translates into understanding the business needs of our clients as well as the need for efficient execution and speed to markets.  The following examples illustrate how we help our clients.

• During 2001, we demonstrated our ability to bring companies to the public markets, even in the most difficult economic environment, and were named the #1 counsel to issuers in the New England area and #12 nationwide.
• In 2000, we represented Genuity, a major high technology firm, in that year’s largest IPO in New England. 
• We represented Riverstone Networks in its IPO, which was the first technology IPO in 2001.
• We represented Mykrolis in its IPO.
• We represented the TJX Companies in its recent offering of Liquid Yield Option Notes.
• We represented DDI Corporation, a major contract manufacturer of printed circuit boards, in a variety of equity and debt offerings.
• We represented major companies such as EMC, Hasbro, Inc., Reebok, and Riverstone Networks in connection with their respective Rule 144A sales and subsequent SEC registration of convertible debt.
• We represent Fortune 500 corporations such as Gillette, NSTAR, and State Street Corporation, as well as small to mid-sized companies, in connection with execution of their financing plans.
• We serve as underwriter’s counsel for Goldman Sachs, Morgan Stanley, Deutsche Bank, and Credit Suisse First Boston and advise on a wide range of debt and equity offerings for companies based throughout the United States and abroad.
• We serve as regular underwriter’s counsel for securities offerings for Tampa Electric Company, a major Florida-based public utility holding company, and its principal regulated subsidiary.

Mergers and Acquisitions

We represent public companies as purchasers, sellers, and other participants in acquisitions and change of control contests and in proxy contests.  We also represent public companies and other participants in joint ventures, dispositions, restructurings and spin-offs, and other matters of strategic importance, including:

• EMC’s acquisition of Luminate Software Corporation;
• American Express’s acquisition of Dynamic Ideas, LLC; and
• Enterasys Networks, Inc. in the sale of Aprisma Management Technologies to Gores Technology Group.

Advising Investors

We are advisers to many of the nation’s leading institutional investors.  Our clients include prominent mutual fund groups, investment advisers, endowment funds, pension funds, private equity funds, and "funds of funds."  Our clients draw upon our securities law experience as well as knowledge in other related areas of law (tax, pension, ’40 Act, USA Patriot Act) that are of pivotal importance to institutional investors.  We are thoroughly familiar with the legal risks associated with complex securities, such as derivatives, swaps, forwards, and hybrids.  Not only do we help structure and implement investment vehicles for these clients, but we also advise them on their investment programs in public and private securities.  As a result, we enjoy broad exposure to the many domestic and international capital markets.

Our ability to understand capital market problems, securities law, and other regulatory schemes from all angles and views of applicable participants – issuers, intermediaries, and purchasers – leads to efficient and comprehensive answers.  Below is a sampling of how our clients have benefited from our counsel in this area.

• We represent buy-side institutional investors on a daily basis, supplying advice and perspective on securities law issues that arise in connection with trading activities. 
• We represent institutional investors in negotiations with late stage venture capital-backed companies and PIPES transactions.
• We advise several leading endowment funds on derivatives transactions and strategies.
• We advise investment advisers and mutual fund groups on their programs and transactions in PIPES, Rule 144A securities, loan assignments, and other instruments at the junction of public and private securities.
• We advise intermediary and buy-side clients on their policies for handling confidential information and maintaining liquidity.

Our Clients

Ropes & Gray acts as general outside counsel for a majority of the publicly traded Massachusetts-based Fortune 500 companies, and we work on various matters with virtually all of the rest.  We also represent many growing younger companies – a significant number of our publicly traded clients completed their IPOs within the last ten years.

Our clients are active in many industries, including manufacturing, technology, telecommunications, biotechnology, energy, retail, and investment banking, and vary considerably in size and geographic location. The client listing below represents a number of the industries we serve.

Retailers and Consumer Branded Products

• Brookstone
• Reebok International, Ltd.
• The Gillette Company
• Timberland
• Hasbro, Inc
• TJX Companies
• Geerlings & Wade, Inc.

Life Sciences

• Genzyme
• Aventis Pharmaceuticals
• Boston Life Sciences
• Genome Therapeutics
• Millipore Corporation
• Mykrolis Corporation Technology
• Genuity
• EMC Corporation
• Enterasys Networks

Business Services

• Forrester Research

Financial Services and Investment Banking

• Alliance Capital Management
• American Express
• Allmerica Financial
• State Street Corporation
• Goldman Sachs
• Morgan Stanley

Utilities/Energy

• KeySpan Energy
• NSTAR
• National Grid
• Tampa Electric Company (TECO)

We work with companies at all stages of their business lives, from start-up to major business institution.  For example, we have represented EMC and Reebok, two of Massachusetts’s largest and most successful public companies, since their IPOs as small public companies in the mid 1980’s, advising them through the years on a wide range of subjects, from securities offerings and mergers and acquisitions, to taxes and benefits, to corporate governance and intellectual property.  The longevity of our public company relationships, enduring all phases of their growth and development, is testament to the breadth and depth of our expertise, as well as our abiding commitment to delivering excellent client service.

Contact

For further information on this area of practice, please contact:

• Julie H. Jones 
• Paul Kinsella

---

©2008 Ropes & Gray LLP. All rights reserved.