Experience
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.
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