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Capital Markets and Securities Compliance

The Davis Brown Capital Markets department represents an extensive range of clients in nearly all types of capital market transactions. The team has executed hundreds of capital markets transactions, our knowledge and experience allow us to provide efficient and effective service, tailored to each client’s unique concerns, perspectives, and strategic goals.


We offer clients not only technical knowledge in capital market transactions, but practical, cohesive service complemented by and integrated with other departments: tax, mergers and acquisitions, public finance, construction, employee benefits, employment, real estate, environmental, health, and intellectual property.


Clients

Our attorneys routinely counsel, often as primary corporate counsel, issuers of all sizes and stages from start-ups to well-established industry leaders including investors, publicly traded companies, venture capital firms, underwriters, investment funds, and securities professionals, among others.


Industries

With diverse clients comes substantial industry-specific knowledge. We advise clients in Iowa, the Midwest, and nationwide in various industries:

  • Renewable energy, agribusiness, and coops
  • Financial services
  • General industrial and manufacturing
  • Health care and life sciences
  • Telecommunications
  • Real estate
  • Private equity, venture capital, and real estate investment funds
  • Retail and consumer products
  • Technology, including fintech and insuretech solutions<
  • Craft alcoholic beverage
  • State agencies

Capital and Non-Capital Transactions

Clients appreciate our experience in capital and non-capital market transactions, including:

  • Private placements and registered offerings
  • High yield debt, convertible debt, and equity-linked securities offerings
  • Going-private and deregistration transactions
  • Stock splits, rights offerings, rescission offers and exit transactions
  • Public equity (PIPE) offerings
  • Tender offers, exchange offers, proxy and consent solicitations, amendments, and waivers
  • Asset-based lending and mezzanine financing
  • Tax equity financing - renewable energy and other industry specific tax credit financings

General Transactions

We also oversee and assist clients on all aspects of transactions:

  • Ongoing regulatory compliance
  • Documentation and execution of public and private securities offerings
  • Lending transactions
  • Various forms of equity and debt instruments - common stock, preferred stock, partnership interests, combination securities, debt securities, convertible securities, asset securitizations, and tax-exempt bonds
  • Total finance package structuring - equity funding, tax financing, and project specific lending
  • Organization and capital structure
  • Enforcement defense and dispute resolution

We want to work with companies, start-ups to established companies, before issues arise. If the choice of entity isn’t the right fit for a company’s growth plan, companies can fall into hidden traps that may result in potential tax implications, regulatory issues, and failed capitalization strategies. A strategic conversation with an attorney from can help avoid these traps.


Investment Funds

We also advise sponsors of funds, private equity firms, real estate investment funds, and venture capital funds on a wide variety of legal and regulatory matters:

  • Forming, structuring, and operating investment funds
  • Offering, advertising, and marketing
  • Investment company, investment adviser and broker-dealer registration and exemptions
  • Fiduciary duties and obligations
  • Internal compliance policies and procedures
  • Regulatory filings

Securities Regulation and Compliance

When working with clients on regulatory matters, our goal is to acquire a complete, intimate understanding of our client and its industry and provide practical advice that reconciles efficient operations with legal compliance.


Our registered securities experience includes regularly acting as issuer’s counsel in connection with private placements, registered initial, secondary, and follow-on offerings, shelf registrations, ongoing reporting with the Securities and Exchange Commission (SEC), and directing the de-registration process.


We are experienced in the complex regulatory environment critical to public companies, and serve as outside general counsel to several public companies. We advise on regulatory and compliance matters regulated by the SEC, stock exchanges, OTC markets, and FINRA. We have worked on numerous comment letters and other matters with respect to significant issues before the SEC, and provide strategic, interpretive, transaction, and liability management advice and drafting assistance for SEC registration statements, routine and sensitive periodic and current disclosure filings, proxy solicitations, and SEC rulemaking.


We also regularly advise investment companies, advisers, broker-dealers, and other SEC regulated clients on matters compliance matters involving Investment Company Act of 1940 and the Investment Advisers Act of 1940, including available exemptions from registration requirements, advice with respect to privacy requirements, advertising rules, distribution arrangements, compensation, and numerous other compliance matters.

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