Business Services

Corporate Finance & Securities Offerings

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.

Representative Transactions:

  • 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
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Press Releases

Stites & Harbison Welcomes Daniel Boswell

LOUISVILLE, Ky.—Stites & Harbison, PLLC welcomes attorney Daniel C. Boswell to the firm’s Louisville, Ky., office. He joins the Business & Finance Service Group.

by Stites & Harbison, PLLC September 15, 2021
Press Releases

Bob Beck, Jr. Appointed to Kentucky Authority for Educational Television

LEXINGTON, Ky.—Governor Andy Beshear has appointed Stites & Harbison, PLLC attorney Bob Beck, Jr. as a member of the Kentucky Authority for Educational Television.

by Stites & Harbison, PLLC July 13, 2021
Press Releases

Dan Douglass and Bill Joseph Recognized in 2021 Georgia Super Lawyers

ATLANTA—Stites & Harbison, PLLC attorneys Dan Douglass and Bill Joseph were recently honored in the 2021 Georgia Super Lawyers magazine.

by Stites & Harbison, PLLC May 04, 2021
Client Alerts

New Markets Tax Credits - How to Go About Getting Your Project "Shovel Ready”

What do New Markets Tax Credits (“NMTC”) mean to a qualifying project? Attorneys Jim Seiffert and Jack Seiffert take a look in this client alert.

by James C. Seiffert and Jameson M. Seiffert April 15, 2021
Articles

C-PACE FINANCING: An Uncommon Solution to Project Financing

Commercial Property Assessed Clean Energy (“C-PACE”) is an overlooked and underutilized solution to funding energy efficient capital improvements which commercial developers and building owners should consider when putting together their project’s capital stack. Attorneys Jim Seiffert and Jack Seiffert, along with Nick Maglasang, Vice President-Business Development at Twain Financial Partners, take a look at C-PACE)

by James C. Seiffert, Jameson (Jack) M. Seiffert, and Nick Maglasang Vice President-Business Development, and Twain Financial Partners March 16, 2021
Press Releases

Brian A. Cromer Named to 2021 Bingham Fellows Class

LOUISVILLE, Ky.—Leadership Louisville recently announced that Stites & Harbison, PLLC attorney Brian A. Cromer is one of 47 community leaders selected for membership in the 2021 Bingham Fellows class.

by Brian A. Cromer January 29, 2021
Client Alerts

The New Stimulus Package and the Next Round of Paycheck Protection Program Loans

The Consolidated Appropriations Act, 2021 (the “Appropriations Act”), one of the longest bills ever passed in the history of the U.S. Congress, was signed into law on December 27, 2020. This legislation provides approximately $900 billion in new stimulus funding, of which $284 billion has been allocated to the Paycheck Protection Program (“PPP”).

by Brian A. Cromer, Luke F. Ervin, William M. Joseph (Bill), and Alison M. Zeitlin January 12, 2021
Events

Paycheck Protection Program Loans Guidance

Date: 1/13/21
Time: 10:00 a.m.

Webinar

Stites attorney Brian Cromer will be one of the speakers discussing what has changed for this new round of funding and how to make use of the Paycheck Protection Program.

Brian A. Cromer January 08, 2021
Client Alerts

PPP Update: AGC Lawsuit Hammers Away at the SBA, Alleging Violations of Borrowers’ Constitutional Rights

The Associated General Contractors of America, Inc. (“AGC”), the U.S. construction industry’s largest trade association, has taken dead aim at the controversial Paycheck Protection Program (“PPP”) loan necessity questionnaire (the “Questionnaire”) that was recently introduced by the U.S. Small Business Administration (“SBA”) and the so-called PPP “necessity” certification (the “Necessity Certification”). The Necessity Certification is the SBA requirement that PPP loan applicants certify in good faith that economic uncertainty makes the loan request necessary to support ongoing operations.

by Brian A. Cromer and Cassandra L. Welch (Casey) January 05, 2021
Press Releases

Bill Joseph Recognized in Georgia Trend’s 2020 Legal Elite

ATLANTA—Georgia Trend magazine has selected Stites & Harbison, PLLC attorney William M. (Bill) Joseph as one of its 2020 Legal Elite in the category of Taxes/Estates/Trusts Law. This is the seventh time Joseph has earned the Legal Elite honor.

by Stites & Harbison, PLLC December 03, 2020