Experience
Hedge Fund Formation
Represented registered investment adviser in forming a $125,000,000 hedge fund specializing in New Zealand and Australian investments.
Venture Capital Financing
Represented group venture funds in $15,000,000 "A" round preferred stock financing of North Carolina biotech firm.
Anonymous Plaintiffs v. Securities Company
Our firm represented the Plaintiffs in two separate suits for fraud, each in the amount of $1,000,000, against a securities company related to investment in a start-up company. Both cases were settled favorably prior to arbitration.
Cash Merger
Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.
Counsel on Multi-year Financing Plan
Guided Fortune 100 client through a multi-year financing plan to facilitate acquisitions, dispositions, joint ventures, the offer and sale of debt and equity securities and the restructuring of its balance sheet resulting in transforming the client from a $2 billion local gas distribution company to $7 billion interstate pipeline company over a period of seven years.
Initial Public Offering
Initial public offering.
Initial Public Offering
Acted as underwriter's counsel in initial public offering for restaurant.
Merger; Stock Purchase; Initial Public Offering
Simultaneous "roll-up" acquisition of seven different CAD/CAM resellers in cash/stock mergers funded by an initial public offering.
Private Offering of Oil and Gas Drilling Interests
Represented the promoters in the private placement of at-risk drilling interests for Ohio oil and gas.
Private Offering of Oil and Gas Drilling Interests
Represented the promoters in the private placement of at-risk drilling interests for Ohio oil and gas.
Private Placement
Represented a development stage software company in a series of private equity transactions.
Public Debt Call
Represented the issuer of publicly-held debentures in a call and redemption transaction.
Recapitalization
Represented registered investment advisor in recapitalization transaction.
Roll-Up Acquisition
Five simultaneous acquisitions of independent, competing ambulance services utilizing various structures (stock purchase, merger, stock exchange) to optimize tax consequences and private placement of equity securities to obtain necessary funding.
SBIC Venture Capital Fund Formation
Represented the founders of a venture capital fund in the formation of the fund.
Secondary Public Stock Offering
Acted as issuer's counsel in secondary public offering.
Securities Counsel
Advised clients on strategies to avoid significant liability under the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934.
Securities Counsel
Advised semiconductor company through major “options backdating” investigations regarding the restatement of its financial statements, delisting and relisting on NASDAQ, worked with internal counsel, accounting and treasury personnel and outside consultants to recreate financial statements, represented company in obtaining related regulatory relief from the SEC.
Shareholder Proxy Contest
Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest.
Stock Exchange
Represented the purchaser in the $20,000,000 acquisition of a competing chain of vision correction centers.
Stock-For-Stock Merger
Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.
Stock-for-Stock Tax Free Merger
Represented a large publicly-held savings and loan holding company in its acquisition by a larger publicly-held bank holding company in a stock-for-stock tax free merger.
Subordinated Debt and Equity Capital Infusion
Private placement of convertible debt, preferred equity and warrant package.
Subordinated Debt and Equity Capital Infusion
Private placement of convertible debt, preferred equity and warrant package.
Venture Capital Financing
Represented B2B e-commerce seller of promotional goods seeking $2,000,000 in first round venture capital funding.
Venture Capital Financing
Represented the company in obtaining $3,000,000 in "D" round preferred stock financing from venture funds.
Venture Capital Financing
Represented a small public company in a $10,000,000 private investment public equity, or "PIPE", financing.
Venture Capital Financing
Represented venture capital fund with focus on minority-owned businesses in early round convertible debentures and warrants.
Venture Capital Investment
Represented management consulting firm in receipt of capital investment from Goldman Sachs.