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 Attorneys Honored by 2022 Georgia Super Lawyers

ATLANTA—The 2022 edition of Georgia Super Lawyers recently honored four Stites & Harbison, PLLC attorneys based in the firm’s Atlanta office. Of special note, Joe Kingma was named to the Top 100 Georgia Lawyers list for the fifth time.

by Stites & Harbison, PLLC June 01, 2022
Articles

Guest Comment: The tangled web of Elizabeth Holmes

In a spectacular fall from grace, after a four-month trial in San Jose, California, Elizabeth Holmes was convicted early this year on federal criminal charges of defrauding investors in connection with her failed blood testing business, Theranos. Brian Cromer takes at look at the case for Louisville Business First.

by Brian A. Cromer April 28, 2022
Articles

Stites & Harbison hires attorney Brady Dunnigan

Stites & Harbison, PLLC welcomes attorney Brady Dunnigan to the firm’s Lexington, Ky., office. He joins the Real Estate & Banking Service Group as a Member (Partner).

by Editor February 11, 2022
Press Releases

Respected Real Estate and Corporate Attorney Brady Dunnigan Joins Stites & Harbison in Lexington

LEXINGTON, Ky.—Stites & Harbison, PLLC welcomes attorney Brady Dunnigan to the firm’s Lexington, Ky., office. He joins the Real Estate & Banking Service Group as a Member (Partner).

by Stites & Harbison, PLLC February 09, 2022
Press Releases

Georgia Trend’s Legal Elite 2021 Honors Bill Joseph

ATLANTA—Georgia Trend magazine has selected Stites & Harbison, PLLC attorney William M. (Bill) Joseph as one of its 2021 Legal Elite in the category of Taxes, Estates & Trusts. This is the eighth time Joseph has earned the Legal Elite honor.

by Stites & Harbison, PLLC December 02, 2021
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