In all facets of CAPITAL FORMATION AND REGULATION of the securities industry, our attorneys assist clients in achieving their goals while complying with securities regulations.

PUBLIC AND PRIVATE CAPITAL FORMATION VENTURES

Knowledgeable and experienced, our team of attorneys handles all aspects of the capital formation process and the regulation of publicly held companies and others involved in the securities industry. For capital formation, our attorneys assist with:

• Issuing debt or equity securities through public offerings registered with the Securities and Exchange Commission.
• Issuing debt or equity securities through private placements structured to comply with Regulation D and applicable state law registration exemptions.

For ongoing compliance with federal and state securities laws, our attorneys handle:

• Preparation of periodic reports
• Share buybacks
• Odd-lot programs
• Statements of beneficial ownership
• Proxy statements

REGULATORY REPRESENTATION

Our attorneys counsel clients whose businesses are subject to regulation under federal and state laws affecting investment companies, investment advisors, and broker/dealers. We also advise clients with respect to requirements imposed by the New York Stock Exchange and NASDAQ listing standards.

REPRESENTATIVE CLIENT SERVICES

Nyemaster represents clients across the full range of legal matters involving corporate finance, venture capital, and securities.

• $300 million shelf registration filed with the SEC including common stock, preferred stock, and debt securities of insurance holding company and Trust Originated Preferred Securities (TOPrS) for related trust (counsel for issuer).
• $300 million sale of public senior notes for publicly held insurance holding company (counsel for issuer).
• $150 million sale of public preferred stock of publicly held insurance holding company (counsel for issuer).
• $100 million biodiesel private equity financing (counsel for issuer).
• $75 million registered public offering for publicly traded insurance company (counsel for issuer).
• $50 million capital securities offering for insurance holding company (counsel for issuer).
• Represent publicly held insurance holding company in connection with corporate and securities matters, including counseling on Sarbanes-Oxley and audit committee issues.
• Represent publicly held bank holding company on corporate and securities matters, including counseling on Sarbanes-Oxley matters.
• Represented mutual insurance company in demutualization and related securities transactions.
• Represented promoter of agricultural and livestock-related businesses in connection with organizational and financing matters, including private placements of debt and equity securities totaling approximately $50 million.
• Represented trucking, warehouse, and logistics firm in connection with equity investment by private equity fund and subsequent acquisitions throughout the United States.
• Represented privately held corporation through four rounds of private placement of preferred stock raising $2.8 million in capital.
• Represented developers in private placements raising capital for golf clubs and resorts.
• Represented health insurance company in several private equity investments in preferred and common stock.
• Represented start-up grocery enterprise in connection with initial round of private equity financing.
• Represented real estate developer in securities aspects of selling limited partnership interests in connection with tax credit development project.
• Representation in other private placements includes companies involved in agriculture, ethanol production, insurance, health care, banking, gaming, real estate development, and high technology.