Todd W. Eckland
Stanton D. Wong
Pillsbury advises on all aspects of U.S. and international securities offerings, providing experienced counsel on a broad range of issues including funding and formation for emerging companies, IPOs and financings, and corporate governance and compliance issues for public companies.
We are one of the leading law firms in the U.S. and international securities markets, representing all categories of securities markets participants: issuers, underwriters, agents, broker-dealers, investment advisors, investment and venture funds, institutional investors and private investors.
Our experience covers all types of debt and equity securities:
- IPOs and secondary offerings
- SEC-registered direct offerings
- Rule 144A placements
- PIPE offerings
- Alternative public offerings and reverse mergers
- Convertible and equity-linked securities
- Medium-term notes
- Straight and floating rate debt
- First mortgage bonds and other secured debt
- Other hybrid and structured debt securities
Our securities lawyers also advise public and private companies on all aspects of corporate governance, including the Sarbanes-Oxley Act of 2002, Regulation D and other private placements, the resale of restricted securities under Rules 144 and 144A, compliance with insider trading restrictions, compliance with and exemptions from investment company laws, and the preparation of annual reports on Form 10-K and other periodic reports and proxy statements.
Recent rankings include:
- Pillsbury Ranked 4th globally for number of completed PIPE transactions as Issuer Counsel by DealFlow Media's 2010 PIPEs Report.
- 8th among the 100 largest securities practices in the United States by number of lawyers (2009 Securities Law360).
- 9th most active by volume in investment-grade debt as Underwriter’s Counsel (2009 American Lawyer Corporate Scorecard).
- According to Corporate Counsel's survey of in-house counsel at Fortune 500 firms, Pillsbury is a "Go-To Firm" for Securities.
The Securities Offering practice works on a broad range of offerings and has represented, for example:
- Chevron Corporation in its $5 billion three-part note offering including $1.5 billion in three-year notes, $2 billion in five-year notes and $1.5 billion in 10-year notes.
- The underwriters, with Merrill Lynch & Co. as sole book-running manager, in the $1.15 billion common stock offering by Principal Financial Group, Inc.
- Textron, Inc., a multi-industry company, in its $600 million convertible senior note offering, related convertible note hedge and warrant arrangement and concurrent $250 million common stock offering.
- Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as initial purchasers, in a $400 million senior secured note Rule 144A offering by Ameren Illinois Power, a public utility.
- Incyte Corporation, a biopharmaceutical company, in its $450 million convertible senior note Rule 144A offering, concurrent $140 million common stock public offering and related debt repurchase.
- eTelecare Global Solutions, Inc., a business process outsourcing company, in its $74.25 million initial public offering of American Depository Shares.
- XO Holdings, Inc., the holding company for telecommunications services provider XO Communications, in the evaluation of financing and other strategic alternatives culminating in the issuance of $780 million of new classes of preferred stock to affiliates of the controlling shareholder.