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Securities
We have helped countless new and mature companies in navigating the complexities of federal and state securities laws in order to raise needed financing from private capital markets. We also have extensive experience in non-profit and church bond issues.
ELM lawyers who practice securities law:
Representative matters:
Technology venture, Part I A scientist working on new cutting-edge technology at a large company was disappointed when his company made a strategic decision to drop further work in the field. He left the company, bought the rights to the technology, and we helped him put together a new company and the legal documentation required to raise money from investors to fund the research and development for commercial applications using the new technology. Two years later, we steered the company through negotiations and documentation that resulted in the sale of the company and its technology to a major multinational company, a deal that resulted in significant returns to the investors. Technology venture, Part II Our scientist client went to work for the multinational company as president of the division that had acquired his company. After his employment contract and noncompetition covenants expired, he negotiated the purchase of certain rights to the technology from the multinational and started up another company. Once again, we set up his new company, and did the securities work for him to raise the needed capital from investors. Within 10 months of getting off the ground with the new company, a major European multinational company offered to buy the company and its technology. We steered the company through this round of successful negotiations and agreements as well. The investors, many of whom had invested in the first company, once again made a significant return.
- We rerepresented a church in connection with its issuance of Taxable Variable Rate Demand Bonds. The initial issuance raised $7,800,000 in bond proceeds, and the financing documents allowed the church to issue a maximum of $17,600,000 in bonds. The transaction required negotiations with a bank for a letter of credit to secure repayment of the bonds; and negotiations with and placement of the bonds with a remarketing agent.
- We represented a private university in connection with construction of a large apartment complex for its students. The transaction involved the creation of an independent nonprofit, tax exempt housing corporation to build, finance, and operate the apartment complex through the issuance of $10,000,000 of Washington State Housing Financing Commission tax-exempt bonds. The university entered into a ground lease with the nonprofit corporation to provide the land for the project. At the end of the 30-year term, the apartment complex will become the property of the university. The transaction also involved obtaining a real property tax exemption for the project on the university's behalf.
- We represented a private university in connection with its $87,000,000 financing through the Washington Higher Education Facilities Authority funded by the Authority's $87,000,000 in tax exempt bonds. The transaction involved extensive negotiations with a syndication of banks for a letter of credit to secure repayment of the bonds, and negotiations with bond underwriters, bond counsel and the issuer. We worked closely with bond counsel to resolve and dispose of some First Amendment constitutional issues that could have stood in the way of the financing.
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