Capital Markets + Securities

Robinson+Cole has a comprehensive capital markets and securities practice with experience in the representation of issuers, underwriters and placement agents, public and private investment companies, investment advisors, broker-dealers, institutional and other investors, directors and officers, and other market participants. We have experience handling various securities matters including the following:

  • representation of public and private companies and FINRA member brokers and dealers in public and private offerings of equity, debt, and other securities
  • secondary offerings and resales of securities in registered and exempt transactions
  • PIPE transactions, reverse mergers, and Alternative Public Offerings (APO's)
  • public and private mergers, tender offers, proxies, and other change of control and acquisition transactions
  • 1933 Securities Act and 1934 Exchange Act compliance, reporting, and registration
  • Stock Exchange listings and compliance
  • compliance with state securities offering, broker-dealer, investment adviser, and other "blue sky" laws
  • recapitalizations, reclassifications, reorganizations, spin-offs, split-offs, rights offerings, and similar transactions
  • public and private investment company registration and compliance under the Investment Company Act of 1940
  • investment adviser registration and compliance under the Investment Advisers Act of 1940
  • CEO and CFO certification requirements under Sections 302 and 906 of SOX and related SEC rules
  • disclosure controls and procedures and internal control over financial reporting requirements under Sections 302 and 404 of SOX and related SEC rules
  • enhanced periodic and current reporting requirements, including disclosure of off-balance sheet arrangements and aggregate contractual obligations under Sections 401(a) of SOX and related SEC rules, and current reporting of earnings releases under Section 409 of SOX and related SEC rules
  • restrictions on the use of non-GAAP financial measures under Section 401(b) of SOX and related SEC rules
  • code of ethics requirements under Section 406 of SOX and related SEC and stock exchange rules
  • director independence and audit, compensation, and nominating committee requirements under NYSE, AMEX, and Nasdaq rules
  • auditor independence requirements under Section 208 of SOX and related SEC rules

Our clients include domestic and foreign entities. In the foreign arena, we have significant experience representing U.S. and Canadian operating and investment companies in cross-border transactions, including acquisition transactions that are exempt under Section 3(a)(10) of the Securities Act of 1933 and off-shore placements under Reg S, including Rule 144A resale provisions, and other securities law compliance matters.

Robinson+Cole is also recognized bond counsel for debt securities, both taxable and tax-exempt, issued by states, state agencies, municipalities, and other governmental entities.

    • Experience
    • Argan Securities Q4 2013FuelCell Energy Securities Q2 2013Sandler O'Neill Securities Q4 2013Grow GenerationPeerLogixCreatis Capital LLC
    • News
      • November 1, 2016

        Robinson+Cole Receives 34 First-Tier Metropolitan Rankings and 3 National Rankings in Latest U.S. News – Best Law Firms Survey

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      • August 15, 2016

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2017

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      • February 23, 2016

        Robinson+Cole Lawyer Appointed to National Conference for Community and Justice Board of Directors

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      • February 12, 2016

        Matthew Guanci Appointed to the ACG Connecticut Board of Directors

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      • August 18, 2015

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2016

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      • November 1, 2013

        Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

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      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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      • November 7, 2012

        Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

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      • September 14, 2012

        Ten Robinson & Cole Attorneys Selected as “Lawyers of the Year”

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      • September 23, 2011

        Connecticut Law Tribune Publishes Article Analyzing Connecticut Supreme Court Case on Subrogation

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      • November 10, 2010

        Best Lawyers Names Five Robinson & Cole Attorneys as Lawyers of the Year, Most Chosen in the Hartford Community

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      • September 17, 2010

        Robinson & Cole LLP Receives Most Connecticut First-Tier Rankings in Inaugural U.S.News - Best Lawyers Survey

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      • June 30, 2010

        Bill Kelleher Outlines Regulatory Developments at the Securities and Exchange Commission

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