Whether your company is established in the Fortune 500, contemplating its initial public offering, or a seasoned public issuer considering alternative financing sources for growth, or exiting the SEC's public reporting system, corporate finance and federal and state securities law compliance are critical components to your company's success.

Holland & Hart's Securities and Capital Markets group provides the experience, knowledge, responsiveness, and sophistication necessary to guide your company through the many opportunities and challenges that are sure to be presented in these ever-changing areas and during these very uncertain times. With their extensive capital markets knowledge and expansive industry focuses, including in the energy, media, telecommunications, medical, health care, manufacturing, entertainment, consumer products, and natural foods industries, Holland & Hart's attorneys are poised to help your management team navigate these rough waters successfully, efficiently and with confidence, regardless of the circumstances.

Equity and Debt Financings

Our deal lawyers have extensive experience in equity offerings, including IPOs, follow-on and secondary offerings, private investments in public equities, or PIPEs, and spin-offs. Our team also has extensive experience with leveraged finance transactions, as well as senior note, credit-linked note and other debt offerings, including offers of investment-grade and high-yield debt, in both registered and Rule 144A/Regulation S offerings, and subsequent tender offer and consent solicitations utilized to refinance outstanding indebtedness. Complementing the practice, our lawyers are highly experienced in handling employee stock purchase plans and equity based incentive compensation plans, including stock options, restricted stock, phantom stock, and stock appreciation rights.

Whether drafting a shelf registration statement in order to prepare to take advantage of openings in the equity or debt markets, reacting quickly to file a new registration statement to enable your company to access the capital markets, or meeting the demanding timelines associated with filing and taking effective so-called A/B exchange offer registration statements, Holland & Hart lawyers have the experience and depth necessary to guide your company through the regulatory and business issues faced when accessing the capital markets.

Our broad range of experience enables us, together with a team of our professionals from other disciplines within the firm, to advise you on virtually all aspects of capital markets transactions impacting your company and its stockholders. These other disciplines include tax, employee benefits, and mergers and acquisitions, as well as intellectual property, oil and gas, mining, environmental, and water rights. Holland & Hart also has one of the largest private client groups in the Mountain West, available to help shareholders and management with estate and tax planning in connection with capital markets transactions.

Master Limited Partnerships

Holland & Hart has experience representing master limited partnerships, or MLPs, and the public offering of their partnership interests. Our work for them includes virtually all areas of MLP representation, including initial public offerings, drop-down purchase and sale transactions, public or private issuances of equity or debt, and SEC and NYSE compliance. Holland & Hart's tax lawyers have extensive experience in representing partnerships and structuring partnership transactions, which is critical for these tax-driven entities. In addition, our extensive Natural Resources practice gives Holland & Hart the experience and depth necessary to assist entities operating in the upstream, midstream, and downstream markets.

Takeover and Takeover Defense

Holland & Hart's corporate and securities lawyers have significant experience representing public company clients in connection with the defense and initiation of proxy contests and contested director elections, and in response to activist shareholder activities. Our extensive knowledge of applicable state corporate laws and federal securities laws enables our practitioners to adopt or eliminate, as necessary, appropriate defensive measures when defending against unwelcome insurgents, including shareholder rights plans, or poison pills, staggered boards of directors, and advance notice bylaw provisions. Conversely, that same experience can be brought to bear when representing the insurgent group or bidding company, and enables our lawyers to conceive novel techniques to achieve our clients' goals.

Securities Law Compliance

We actively assist our public company clients in preparing and devising client-focused systems to streamline the preparation and review of their periodic and current reports required to be filed or furnished with the SEC under the Securities Exchange Act of 1934, and provide counseling on proxy solicitations, shareholder communications, and earnings and other press releases. We regularly interact with the staff of the SEC and representatives of the several national securities exchanges regarding disclosure obligations and compliance with applicable listing standards, and utilize our experience to work with companies to ensure the implementation of proper disclosure controls and procedures and internal control over financial reporting. Our lawyers also advise our clients on applicable Section 16 reporting and short-swing profit obligations of directors, officers, and large shareholders, as well as on insider trading prohibitions and Rule 144 resale transactions.

Additionally, we work efficiently and effectively with companies seeking to terminate their registration and cease reporting with the SEC. Whether in a so-called "going-dark" transaction where a company simply takes advantage of existing circumstances to cease reporting with the SEC, or a "going-private" transaction subject to the heightened scrutiny of the SEC pursuant to Rule 13e-3 of the Securities Exchange Act of 1934, our lawyers have assisted numerous companies achieve their goals, often using uncommon transaction structures to limit or eliminate officer and director liability while also reducing transaction costs.

Corporate Governance

Holland & Hart's team is routinely contacted to advise officers, directors and standing, and special committees of boards of directors in connection with established and emerging best practices in corporate governance.

Combining a thorough knowledge of SEC regulations and stock exchange listing requirements with a broad and deep understanding of corporate governance principles and practices, Holland & Hart attorneys assist in improving corporate controls and helping instill confidence in the company's integrity among its constituencies, including stockholders, institutional investors, and the investing community as a whole. Examples of issues on which we provide counsel to our clients in this area include:

Director independence, education and recruiting matters

Auditor and audit committee independence issues

Audit committee financial expert issues

Development and ongoing evaluation of critical corporate governance documents, such as corporate governance guidelines, codes of ethics, charters for key board committees and disclosure controls and procedures

Annual board and board committee self-evaluations

Corporate governance scores and relations with corporate governance rating services

Shareholder communications with directors

Director and officer indemnification and insurance issues

Ongoing compliance with stock exchange listing requirements

Crisis Management

When a public company faces a crisis, an urgent and thoughtful response is required. Holland & Hart's team of securities lawyers, litigators and regulatory counsel stand ready to help our public company clients through the disclosure, media, and regulatory issues that can arise unexpectedly. Whether the crisis is related to accounting matters, environmental accidents, or governmental investigations, Holland & Hart's team of experienced lawyers can guide your client seamlessly through these difficult events, enabling management to concentrate on the business of generating revenue.

What Others Say About Holland & Hart

Corporate Board Member Magazine's survey of corporate directors has named Holland & Hart the best corporate law firm in Denver in 2007 and 2008.

Colorado Super Lawyers named 62 Holland & Hart lawyers to its list of the 2010 Super Lawyers and Rising Star lawyers in Colorado, including securities lawyers Betty Arkell, Chris Balch, Scott Berdan, and Chris Groll.

Best Lawyers in America named 97 Holland & Hart lawyers to its 2009 list of leading lawyers, including securities lawyers David Angerbauer, Betty Arkell, David Garcia, Mark Levy, and Greg Lindley.

Chambers USA 2010: Lists 71 Holland & Hart attorneys and 11 Holland & Hart practice areas for recognition, including securities lawyers David Angerbauer, Betty Arkell, Fritz Battcher, David Garcia, Mark Levy, Greg Lindley, and Lucy Stark.

Members of the Colorado Bar Association Elected Scott Berdan as 2007-2009 co-chair of the Securities Law Subsection of the Colorado Bar Association's Business Law Section.