Stites & Harbison's public offering experience ranges from public debt and equity offerings for investment-grade issuers to initial public offerings for entrepreneurial and emerging growth companies. The firm assists start-up and development stage companies in structuring venture capital and private equity investments. In addition, the firm has substantial experience representing institutional investors in connection with private placement investments, including traditional institutional debt placements, asset securitizations, mezzanine financings, emerging markets and cross-border investments and Rule 144A offerings.
The firm regularly represents public companies in connection with a range of transactional and advisory services. The firm's experience includes preparing and filing registration statements for underwritten public offerings of equity and debt securities; shelf registration statements for medium-term note programs and other debt securities and registration statements for second offerings, business combination transactions and employee benefit plans. The firm has structured numerous exempt securities transactions, including private placements of secured and unsecured debt and private placements in the equine, health care, insurance, banking, telecommunications, consumer products and oil and gas industries.
The firm also represents underwriters and placement agents in connection with public and private securities offerings, and advises broker-dealers, investment advisory firms and insurance companies on federal and state regulatory and compliance matters.
Corporate Governance and Disclosure
An important part of the firm's securities practice is assisting clients with their disclosure and reporting obligations under the 1933 Act and the 1934 Act and the exchange listing requirements. Stites & Harbison's securities attorneys review and assist in the preparation of periodic reports, proxy statements and news releases for public clients and advise and assist directors and senior executives of the firm's public clients in connection with their reporting and compliance obligations under Section 16 of the 1934 Act. A significant part of our securities and corporate governance practice is devoted to counseling clients on compliance matters under the Sarbanes-Oxley Act. The firm's attorneys have rendered advice and prepared proxy material for matters ranging from routine annual meetings to special voting items such as defensive charter amendments. The firm has also prepared numerous reorganization proxy statements, including disclosure statements for both cash and stock acquisitions. For new public companies, Stites & Harbison assists in the development of procedures for complying with public reporting requirements and compliance procedures for monitoring and reporting trading activities in company securities by directors and officers.
The firm's attorneys also counsel corporate clients concerning general corporate law. In particular, Stites & Harbison advises boards of directors on corporate governance matters, including issues relating to executive compensation, shareholder rights and remedies, anti-takeover defenses and shareholder rights plans.
- Issuer counsel for public offering of common stock by Steel Technologies Inc.
- Issuer counsel for public offering of trust preferred securities by S. Y. Bancorp, Inc.
- Underwriters’ counsel for public offering of convertible subordinated notes by CompuDyne Corporation
- Investor counsel for purchase of convertible preferred stock and common stock of Res-Care Inc. by Onex Partners
- Company counsel for Series B venture capital investment in China-based pharmaceutical company
Time: 10:00 a.m.
Louisville office attorney Brian Cromer will be a panelist for this webinar discussing the Payroll Protection Program on September 11, 2020.
MEMPHIS, Tenn.—Stites & Harbison, PLLC attorney Herbert B. Wolf Jr. (Bert) has been named Office Executive Member for the Memphis, Tenn., office.
On August 12, 2020, the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) delivered a harsh blow to lenders and consumers in the residential mortgage market when they announced they would impose a .5% fee (i.e., a 1/2 “point” in mortgage finance parlance) on refinance mortgages purchased by Fannie Mae and Freddie Mac after September 1, 2020.
On July 27, 2020, Senator John Cornyn, for himself and Senate Majority Leader Mitch McConnell, introduced the SAFE TO WORK Act (the “Act”) as part of the Senate’s new $1 trillion stimulus proposal. This bill would provide significant liability protection for claims related to the coronavirus brought against businesses, educational institutions, health care providers, non-profits and government agencies.
LEXINGTON, Ky.—The Boyle County Industrial Foundation (BCIF) Board of Directors recently elected Stites & Harbison, PLLC attorney David Longenecker as a new director. He will serve a three-year term.
On Saturday, July 4, 2020, following a surprise vote by the U.S. Senate earlier in the week and quick passage in the House of Representatives, a bill extending the Paycheck Protection Program (“PPP”) loan application deadline from June 30, 2020 to August 8, 2020 was signed into law by the President. However, with a recently reported $130 billion out of the $669 billion in total funding allocated to this stimulus program still unspent, policymakers in Washington are considering whether these monies should be repurposed.
On the evening of June 30, 2020, a few hours before the Paycheck Protection Program (“PPP”) loan application deadline was set to expire, the U.S. Senate unanimously passed a bill amending the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to extend the deadline from June 30 2020 to August 8, 2020.
Recently, the Federal Reserve initiated a new commercial lending facility that has been promised for months, the Main Street Lending Program (“MSLP”), consisting of three new loan facilities: the New Loan Facility, Expanded Loan Facility and Priority Loan Facility.
In connection with the application process for a Paycheck Protection Program (“PPP”) loan, borrowers are required to certify in good faith that “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”
As the country takes action to slow the spread of the COVID-19 coronavirus, sporting events, concerts, and business conferences are being cancelled at an astounding rate. Each day that passes since the outbreak brings new cancellations, government containment efforts, and complex legal questions. The initial visible impact in the United States has been predominantly to the hospitality and entertainment industries, with cancellations significantly affecting venues, attendees, hotels, and caterers; however, the impact of the coronavirus is sure to touch contractual agreements across all industries moving forward. How exactly will the coronavirus affect contracts? The answer: it’s complicated.
LOUISVILLE, Ky.—Stites & Harbison, PLLC announced that six attorneys have been promoted within the law firm effective January 2020.