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PUBLIC AND PRIVATE SECURITIES OFFERINGS

Our robust securities practice includes representing issuers and underwriters in connection with a wide variety of public equity and debt offerings and exchanges. These transactions include initial, follow-on and secondary public offerings and involve offerings of common stock and warrants, preferred stock, convertible stock, and senior and subordinated notes.

Additionally, we regularly represent issuers and individuals in connection with private offerings of equity and debt securities, including Rule 144A transactions, venture capital seed and mezzanine financing as well as private debt financing.

Publications

Long-Awaited SEC Climate Disclosure Rule Draws Legal Challenges Across the Ideological Spectrum

Looking at CTA Filing Triggers? Don’t Forget the Impact of State Law!

Using Pass-Through Entity Tax Benefits in M&A transactions

Corporate Transparency Act: Steps to File an Initial BOIR

After Federal District Court Declares Corporate Transparency Act Unconstitutional, FinCEN Responds

Unlocking the Code to a Successful Acquisition of AI Technology

What Businesses Need to Know: Corporate Transparency Act’s New Beneficial Ownership Reporting Requirements

Understanding Universal Proxy Rules and Navigating Increased Shareholder Activism

The Evolving Private Equity Landscape: 2023 in Perspective and Looking Ahead to 2024

Far-Reaching Federal Corporate Transparency Act to Become Effective January 1, 2024

Final Rules Issued Amending SEC Schedules 13D and 13G Beneficial Ownership Reporting Requirements

The New Sell-Side Playbook: Going on Offense

SEC adopts new executive clawback requirements for erroneously awarded compensation

Leveraging the second bite of the apple

What is in a name? Eleventh Circuit holds there is no safe harbor for UCC errors in Florida

R&W Insurance and Contingent Risk Insurance tools to help get M&A transactions completed

New SEC pay versus performance rules to increase information reporting regarding executives: What you will need to include in your next proxy statement

Three red flags for sellers in M&A transactions

SEC proposes amendments to Rule 14a-8 that would enhance shareholders’ ability to add proposals to proxy statements

SEC proposes ESG reporting and disclosure requirements for investment advisers

How to choose a lawyer for the sale of your business

SEC proposes SPAC rules to provide additional investor protections

SEC urges SPACs to include disclosures of conflicts of interest

Key considerations for target companies in a SPAC merger

IRS clarifies employee retention tax credit rules for Q1 and Q2 of 2021

IRS extends filing and payment deadline for individual taxpayers

IRS clarifies legislative changes to the employee retention tax credit

SEC expands private placement availability by easing integration requirements

SEC updates 10-K and 10-Q disclosure requirements – Regulation S-K Items 101, 103 and 105

SEC Tightens Requirements for Shareholder Proposal Rule 14a-8

Diversity-related derivative actions are on the rise, and Corporate America is on edge

SEC takes significant action, expands definition of 'accredited investor'

How to use earnouts in M&A transactions during COVID-19

COVID-related clauses to consider adding to your M&A documents

Practical methods to assure payment and increase collection of accounts receivable during COVID-19

Economic relief opportunities for small businesses during COVID-19

The COVID-19 pandemic: What lenders should know about invoking MAC clauses

Business tips during the Coronavirus outbreak

10 best practices to keep your business healthy during the Coronavirus outbreak

What investment advisers should know about the SEC’s proposed advertisement solicitation rule updates

Buying and selling a business: Disclosure schedules and why they matter

Three key elements of good corporate governance

Don’t get caught overlooking boilerplate clauses in commercial contracts

What’s my rate again? Revisiting lending boilerplate as LIBOR expires

What you should do when PE firm offers to buy your business: Part 3

What you should do when PE firm offers to buy your business: Part 2

What you should do when PE firm offers to buy your business: Part 1

Proposed changes to Regulation S-K impacting disclosures

Why service level agreements are key for provider longevity and customer satisfaction

SEC adopts new procedure for confidential treatment requests and extensions

Remember to update your Form 8-K, Form 10-Q, and Form 10-K cover pages

Shoring up the PBGC’s insurance program for multiemployer plans: An update

California takes another run at regulating virtual currencies

Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions

What’s the current landscape for CFTC cryptocurrency regulation?

Is venture debt right for your start-up or growth-stage company?

Private equity’s top ten issues for the next president

Key considerations for representation and warranty insurance

Proposed changes to Section 2704 could spur tax increase for owners of closely held businesses

Can a futures brokerage firm pay trailing commissions to an inactive AP or his estate?

CFTC rule change brings record-keeping relief for commodity dealers and end-users

UCC update: Revisions to Missouri’s UCC Articles 4A and 9

Blog Posts

Mural copyrights: Yes, it’s a thing! Don’t end up with paint on your face

CCPA: The next horizon for M&A deals in California and beyond

AT&T rings Justice's bell: What the AT&T-Time Warner merger decision means for health care

New FinCEN beneficial ownership requirements for legal entity customers to become effective in May 2018

IRS gets upper hand in S corporation compensation audits

Cannabis industry taps REITs to draw financing

Tax basis: The key to reducing gain on sale or deducting asset purchases

FINRA forces firms into the weeds on security policies

Cybersecurity liability: Delaware has good news for directors

Investing in cannabis? Industry presents unique considerations

TCLE

Lender Policies and Procedures for Subpoenas, Summons and Third-Party Demand Requests

News

Michele Kloeppel, Fred Strasheim Named to M&A POWER List

Journal Publishes SEC Rules Update by David Kaufman, Nabil Al-Khaled

David Kaufman, Nathan Viehl Discuss Reddit’s Initial Stock Performance

David Kaufman Discusses Truth Social Trading Debut with NY Post

Ruthanne Hammett Named as Leading Woman in Secured Finance

Simran Bindra Discusses State of Commercial Real Estate Post-Silicon Valley Bank

Nathan Viehl Discusses Expected Increase of Software Services Private Equity Deals

Dallas Associate Jerica Steward Selected for U.S. Bank Spotlight on Talent Program

Lee Podair and Mona Patel Discuss Electronic Bills of Lading Under the UCC

Michele Kloeppel Recognized in 2024 Most Influential Women in Mid-Market M&A

David Kaufman and Nathan Viehl Discuss Key Factors for Sellers’ Focus in M&A Transactions

Nathan Viehl Discusses Potential Regulatory Risks for Private Equity Firms

Thompson Coburn Attorneys Contribute to ABA Book on Commercial Lending Law

Kayla Siam Honored with Atlas Award from Leadership Council on Legal Diversity

Industry Coverage: David Kaufman Discusses Shein IPO

Jennifer Post Discusses Strength of Firm Culture with OurWeekly LA

David Kaufman Discusses Reasons Behind Stock Drops in Fashion IPO Market

David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business

Partner Susan Fisher Named a Top 50 Attorney of Dallas by Attorney Intel

Jennifer Post authors Law360 article on venture lending as a solution to down equity markets

Post Included in Los Angeles Business Journal’s LA500 for 2023

ABF Journal turns to Jennifer Post for current trends and opportunities in venture debt

Thompson Coburn attorneys recognized in 2022 Chambers USA

The ABF Journal podcast calls on Dan Ford for LIBOR transition details

Thompson Coburn represents Maxim Partners in its blockbuster $610M sale of Zesty Paws

Jennifer Post talks to ALM’s The Recorder about serving as Thompson Coburn’s first LGBTQ office managing partner

Thompson Coburn combines with Hahn & Hessen, expands to New York

Jennifer Post talks to Business Insider about startup considerations before going public

Corporate and securities partner Susan Fisher joins Thompson Coburn in Dallas

Jennifer Post honored among 2021 influential women attorneys in Los Angeles

Health care litigator Mackenzie Wallace joins Thompson Coburn in Dallas

Congratulations to the new Thompson Coburn partners for 2021

Brent Trame named a 2020 BTI Client Service All-Star

Congratulations to our 2021 Best Lawyers ‘Lawyers of the Year’ and ‘Ones to Watch’

Tom Minogue to receive ICON Award from Missouri Lawyers Media

Rick Reibman named managing partner of Thompson Coburn’s Chicago office

Jennifer Post included in ‘Top Minority Attorneys in Los Angeles’ list for 2020

Congratulations to the new Thompson Coburn partners for 2020

Thompson Coburn announces leadership Succession Plan

Jennifer Post named to LA500 for 2019

Thompson Coburn presents ‘Secrets of the Firewalkers’ at the 2019 CLOC Institute

Jessica Gordon, Jennifer Post named Most Influential Women Lawyers in LA for 2019

Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’ for 2019

Thompson Coburn Management Committee welcomes Jennifer Post

Rabo AgriFinance, Thompson Coburn recognized in Top Legal Innovation Awards

Thompson Coburn earns 11 national top-tier rankings in U.S. News 2019 ‘Best Law Firms’ survey

Jennifer Post named to LA500

Thompson Coburn attorneys to speak at Digital Hollywood

Helen B. Kim, Jennifer Post named Most Influential Women Lawyers in LA for 2018

Helen B. Kim, Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’

Thompson Coburn earns 12 national top-tier rankings in U.S. News ‘Best Law Firms’ survey

Emily Wang Murphy named as co-chair of 28th Annual Lawyers Have Heart

LA Business Journal honors Helen Kim and Jennifer Post

Thompson Coburn congratulates Bob Chapman of Barry-Wehmiller on best CEO honor

Thompson Coburn named among top 30 law firms for client service

Justin Newman named to Law Bulletin’s distinguished ‘40 Under 40’ list

Emily Wang Murphy appointed to Lawyers Have Heart board

Thompson Coburn earns 11 national top-tier rankings in U.S. News ‘Best Law Firms’ survey

Two Thompson Coburn attorneys tapped for St. Louis Magazine’s 2016 ‘Power List’

Congratulations to our 2017 ‘Lawyers of the Year’

Matt Hafter joins corporate practice in Chicago

Associates, patent agent join Thompson Coburn in Chicago, Los Angeles, St. Louis

A merger story: Tom Minogue and Jack Musgrave discuss 20 years as Thompson Coburn

Thompson Coburn attorneys detail the difficulty in prosecuting spoofers

Congratulations to the new Thompson Coburn partners for 2016

Thompson Coburn assists with merger of St. Louis Minority Business Council, Regional Chamber

Congratulations to our 8 ‘Lawyers of the Year’

25 Thompson Coburn attorneys recognized in 2015 Chambers USA

Tom Minogue named chair of University of Missouri-St. Louis board

Congratulations to the new Thompson Coburn partners for 2015

Thompson Coburn earns eight national top-tier rankings in U.S. News ‘Best Law Firms’ survey

Margie Krumholz co-authors chapter on leasing commercial vessels

Congratulations to our 15 St. Louis ‘Lawyers of the Year’

Sixth Circuit rules cows can be leased

Cherie Stephens Bock selected for 2014-2015 class of Leadership St. Louis

27 Thompson Coburn attorneys recognized in 2014 Chambers USA

Kevin Young joins Thompson Coburn's corporate practice in Chicago

UMSL Research & Innovation Week to feature Tom Schlafly presentation

Higher education attorney Aaron D. Lacey joins Thompson Coburn

Thompson Coburn drafts UCC legislation in Missouri

Thompson Coburn closes acquisition of Lion’s Choice restaurants

David Kaufman presents West LegalEdcenter® webinar on SEC repeal of general solicitation rules

David Kaufman covers top trends from 2013 InvestMidwest

David Kaufman joins Thompson Coburn as a partner

Bob Wallace article: Fiscal-cliff-style negotiations fall flat in the sports world, too

19 Thompson Coburn partners named 2013 St. Louis Lawyers of the Year

Tom Minogue represents the University of Missouri-St. Louis in 50th anniversary ad campaign

Thompson Coburn leads Federal Signal’s $110 million sale of FSTech to 3M

Explorers Club honors Benjamin Hulsey with President’s Medal at NYC dinner

Thompson Coburn partner Tom Litz receives national honor for client service

Rick Reibman joins Thompson Coburn as a partner

Bob Wallace joins Thompson Coburn as partner

Partner
Chicago

Barry serves as an advisor to publicly held and private companies as well as individuals involved in all types of complex transactions.

Barry serves as an advisor to publicly held and private companies as well a...

Barry Fischer
Partner
Chicago

Jay serves as a critical business partner and advisor for a variety of companies, from startups to multi-level international organizations.

Jay serves as a critical business partner and advisor for a variety of comp...

A. Jay Goldstein
Partner
Washington, D.C.

Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits.

Benjamin is a corporate advisor and business strategist for a wide variety ...

Benjamin Hulsey
Partner
Los Angeles

Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic...

Jon represents mid-sized, closely held businesses and their owners in a var...

Jon Karp
Partner
Chicago

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David is Co-Chair of the Firm's Corporate and Securities Practice Group.

David Kaufman
Partner
St. Louis

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee.

Michele is Co-Chair of the Firm's Corporate and Securities Practice Group a...

Michele Kloeppel
Partner
St. Louis

Sarah advises corporate clients on mergers and acquisitions, securities law compliance, corporate governance and general business counseling.

Sarah advises corporate clients on mergers and acquisitions, securities law...

Sarah Larson
Partner
St. Louis

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom is Co-Chair of Thompson Coburn LLP's Corporate Department.

Tom Litz
Partner
St. Louis

Greg represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on the wide range of regulatory and compliance issues affect...

Greg represents clients in mergers and acquisitions and sophisticated secur...

Greg Mennerick
Partner
Chicago

Jeff serves a diverse segment of real estate clients by offering a 360-degree approach to achieving their objectives.

Jeff serves a diverse segment of real estate clients by offering a 360-degr...

Jeffrey Merar
Senior Counsel
St. Louis

Tom is the immediate past Chair of Thompson Coburn, where for 20 years he led the Firm through a period of growth and nationwide expansion.

Tom is the immediate past Chair of Thompson Coburn, where for 20 years he l...

Tom Minogue
Partner
Washington, D.C.

Clients have consistently praised Emily for her "practical, common sense solutions" and "natural instincts" for deal flow.

Clients have consistently praised Emily for her "practical, common sense so...

Emily Wang Murphy
Partner
Chicago

Experienced with both real estate transactions and litigation, Justin uses a hybrid approach in representing purchasers, sellers, landlords, tenants, owners, operators, l...

Experienced with both real estate transactions and litigation, Justin uses ...

Justin Newman
Partner
St. Louis

Greg counsels entrepreneurs, investment advisors and major institutional investors on a wide range of securities offerings and transactions while providing comprehensive ...

Greg counsels entrepreneurs, investment advisors and major institutional in...

Greg Patterson
Senior Counsel
Chicago

Backed by a 30-plus-year career on the legal and regulatory side of financial markets, Rick is an insightful advisor to trading firms, brokerage firms, trade execution fi...

Backed by a 30-plus-year career on the legal and regulatory side of financi...

Rick Reibman
Partner
St. Louis

Chris is a valued strategic partner to emerging companies and the institutions and individuals that invest in them.

Chris is a valued strategic partner to emerging companies and the instituti...

Chris Reid
Partner
Washington, D.C.

Ray is a member of the Corporate and Securities, Government Contracts and Tax practice groups.

Ray is a member of the Corporate and Securities, Government Contracts and T...

Ray Stewart
Partner
St. Louis

Brent helps his clients navigate the complexities of mergers, acquisitions, financings, and other significant corporate transactions from initial negotiation through exec...

Brent helps his clients navigate the complexities of mergers, acquisitions,...

Brent Trame
Partner
Chicago

Nathan advises both buyers and sellers in a range of sophisticated M&A transactions, including private equity and strategic acquisitions, divestitures, and leveraged ...

Nathan advises both buyers and sellers in a range of sophisticated M&A ...

Nathan Viehl
Partner
Chicago |
Los Angeles

Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ...

Described by one client as a highly effective "legal quarterback," Kevin ha...

Kevin Young