Recent market conditions and volatility due to the COVID-19 pandemic have produced an environment in which traditional securities offerings may prove challenging for public companies. At the same time, the global economic fallout resulting from the pandemic and the efforts to contain it may make raising equity capital all the more imperative or strategically important for certain public companies. This alert outlines four alternative equity offering types that public companies may consider in addressing their capital raising and liquidity needs.

At-the-market offering programs

At-the-market (ATM) offering programs are public offerings of equity securities into an existing market on a continuous (or dribble-out) basis from an effective shelf registration statement. Sales are conducted by one or more broker-dealers acting as agent for the issuer and are typically made in relatively small amounts or blocks from time-to-time over the life of the program. Because the equity securities are sold over time and in smaller amounts, there may be less impact on stock price compared to a traditional follow-on offering. Following the announcement of entry into a sales agreement with one or more agents, public disclosure of sales generally are made only in the company’s subsequent periodic filings, allowing sales to be made discretely over time. Agent commissions for an ATM program are almost always lower than underwriting discounts in a traditional public offering in part because no special selling efforts by the agent are made in connection with the sales; the agent is never at risk as a principal; and the agent`s exposure to liability can be more limited. Additionally, ATM programs do not involve investor presentations or roadshows and thus may be less time-consuming for management than a traditional follow-on offering.

ATM programs can be effective capital raising tools in volatile markets because they allow issuers to enter the market and sell equity relatively quickly at times and prices of their choosing, based on market demand and as and when the business requires incremental equity capital. In addition, to the extent the market might not be able to absorb significant amounts of equity capital at a single time, an issuer may find that selling equity securities during windows of relative market calm is useful. Because all parties to the ATM program are generally bringing down diligence on a quarterly basis, should an issuer have the opportunity to conduct a traditional follow-on offering or block sale, all parties to the program (participating investment banks, law firms and auditors) should be able to move quickly to efficiently execute the transaction.

One significant limitation of an ATM program is that it is not designed for an issuer to raise large amounts of capital in a short period of time (although, in periods of sustained, high volume, an ATM can, over several days, raise surprisingly large amounts of capital). In addition, there is the administrative requirement of “bringing down” the program each quarter. Issuers should also be mindful that sales under an ATM program cannot be made while they are in possession of material nonpublic information unless it is conducted pursuant to a 10b5-1 program.

Issuers across a variety of sectors have utilized ATM programs in creative ways to finance their operations. For example, many life sciences companies use ATM programs to cover operating expenses and serve as a bridge between more significant capital raising events tied to the announcement of clinical trial results. Sector-specific innovations have also taken hold, such as the use of forward purchase agreements and preferred stock ATM programs in the case of real estate investment trusts (REITs).

While an ATM program can be difficult to implement during periods of extreme market volatility, they are possible in plateau periods of relative calm.

PIPEs

A Private Investment in Public Equity (PIPE) is a sale of a public company’s equity or equity-linked securities made to select investors on a private placement basis. Pursuant to purchase agreements directly with the issuer, investors agree to purchase a fixed number of securities at a fixed price, and the issuer undertakes to register such securities (or underlying securities in the case of convertible securities) after closing prior to an agreed date so that they may be resold by such investors into the public market. PIPE transactions may be used to sell common or preferred stock, warrants, convertible debt and other types of equity-linked securities. One or more investment banks, in the role of placement agent(s), may act as a financial intermediary, connecting the issuer with interested investors, although many PIPE transactions do not involve broker-dealers or financial advisors. Secondary sales by selling security holders may also be structured as PIPEs, with the issuer’s cooperation.

As a cost-effective and efficient financing type, PIPEs can offer an attractive alternative to traditional underwritten offerings during turbulent times. They often provide greater flexibility for a tailored structure as investors and the issuer negotiate deal terms directly. A PIPE can be completed quickly, perhaps in as little as a few days, depending on the due diligence period and disclosure document required by the investors and the placement agent (typically minimal given the issuer’s publicly-filed reports), and the type of marketing undertaken. In addition, because most PIPE transactions are not disclosed publicly until a purchase agreement is signed, an issuer can privately explore the feasibility of a transaction and indicative pricing. This can allow an issuer to avoid the risk of downward pressure on its stock that may otherwise result from the public announcement of an impending transaction, particularly where pricing is expected to be dilutive. If a company is ultimately unable to come to terms on a PIPE transaction, it can explore alternatives confidentially. In addition, the placement agent or agents can keep the identity of the issuer confidential as they approach investors such that investors are not restricted from trading until they are brought “over-the-wall”.

Downsides of PIPE transactions for issuers include that the securities may be offered only on a private placement basis, and are typically sold at a discount to the market price and sometimes with warrant coverage. In addition, companies must be mindful that if they intend to issue greater than 20% of their total common stock or voting power at a price that is less than the Minimum Price (as defined by Nasdaq Listing Rule 5635(d) and Section 312.02(c) of the NYSE Listed Company Manual, respectively), other than in a “public offering,” as defined by the stock exchanges, they must first obtain shareholder approval before the shares of common stock are issued, which may impact the timing or the structure of the transaction. Further, both Nasdaq (in Nasdaq Listing Rule 5635(b)) and the NYSE (in the NYSE Listed Company Manual Section 312.02(d)) require shareholder approval when a new issuance results in a “change of control,” as such term is defined by each stock exchange.

PIPE investors have historically been funds and other institutions with relatively short-term investment strategies. However, in 2008 and 2009, there was a significant increase in activity by private equity funds looking for alternatives to large leveraged transactions and venture capital funds that were able to negotiate PIPE transactions on terms more similar to those of their typical investments. Particularly when these funds acquired large equity stakes, they were able to negotiate governance rights, including board seats, observer rights and information rights. With today’s market dislocation, funds and other institutional investors may find attractive opportunities to invest in public companies in need of equity capital infusions through a PIPE transaction.

Similarly to ATM offerings, PIPEs should be possible in periods of moderate volatility and during plateau periods even in the context of more extreme volatility.

Registered direct offerings

A registered direct offering (RDO) is a negotiated sale by an issuer directly to one or more investors of securities that have been registered pursuant to an already-effective shelf registration statement on Form S-3 or via a deal-specific registration statement establishing the RDO. An RDO is similar to a PIPE transaction, except that the sale of securities has already been registered at the time of issuance rather than after the issuance. Similar to underwritten offerings, the registered securities sold in an RDO generally have no initial restriction on resale, provided they are not sold to an affiliate. RDOs typically are for common stock, although issuers may sell other types of securities (e.g., convertible notes or warrants), including in combination.

Issuers typically appoint one or more investment banks to identify investors and act as placement agent in the offering. Unlike a firm commitment underwritten offering, an RDO is typically conducted by the placement agent on a “best efforts” basis. The placement agent targets a small number of potential investors that are particularly well-suited for a specific issuer, industry sector and offering profile. Targeted investors often include an issuer’s existing institutional shareholders, other institutional shareholders of the issuer’s comparable group of companies and/or certain institutional investors that regularly purchase securities in RDOs. By interposing a placement agent between the issuer and investors, the identity of the issuer can be kept confidential until an investor is brought “over-the-wall” thereby restricting the prospective investor, so that the investor is restricted from trading in the issuer’s securities until the offering is completed or terminated.

The mechanics of an RDO may present issuers and investors with important advantages over other forms of financing, particularly in volatile markets. For example, RDOs typically are marketed confidentially, without any prior public announcement of the offering. Similar to a PIPE, this allows an issuer and its placement agent to gauge the market’s interest in a financing without the downward pricing pressure that often accompanies an announced public offering. RDOs typically are marketed based only upon an issuer’s existing public disclosure, saving time and issuer resources. The securities purchased in RDOs are registered, which provides immediate liquidity (subject to market conditions) that is of importance to many investors. This advantage also runs to the issuer insofar as a registered offering allows the issuer to avoid the sometimes steep discounts to market price that can accompany PIPE offerings. Accordingly, the RDO process provides eligible issuers with a fast, confidential and efficient financing alternative, while providing investors a managed transaction and a liquid security.

While RDOs provide numerous advantages for public companies over other forms of capital-raising structures, they involve a number of important business and legal issues not encountered in PIPE offerings or traditional firm commitment underwritings. Although RDOs are not underwritten and may be marketed similarly to PIPE offerings, they are registered offerings, and the placement agent or agents have the potential for underwriter liability under Section 11 of the Securities Act, carrying significant civil penalties. Issuers and placement agents conducting registered direct offerings should also be mindful of the stock exchange requirements for shareholder approval discussed with respect to PIPEs. While an RDO is by definition a public offering under the federal securities laws, Nasdaq nevertheless may treat it as a private placement depending upon how widely and in what manner it is marketed, thereby potentially triggering the 20% issuance rule noted above. While the NYSE does not provide formal guidance on this topic, similar precautions should be taken if an issuer anticipates offering and selling a number of shares that could exceed 20% of total shares or voting power outstanding prior to the offering. The amount of capital a small cap issuer can raise in an RDO may also be limited by the “baby shelf” form requirements. Finally, since RDOs are not generally widely marketed to investors, they may not be effective equity capital raising tools for all issuers.

Equity Line Financings

In a typical “equity line” financing, an investor and the issuer enter into an equity purchase agreement providing the issuer with the right to put its securities to the investor. The equity line agreement typically sets forth, among other terms, the aggregate dollar amount of the investor’s total commitment and specified limits on the issuer’s ability to draw down on the equity line and put its shares to the investor. The purchase price of the securities in a particular put is generally determined by a formula tied to the market price of the shares over a pricing period.

In many equity line financings, just as in the PIPE context, an issuer will rely on a private placement exemption from registration to sell the securities to one or more accredited investors, and then register the resale of the securities that are privately placed. Equity line financings may also be conducted as registered offerings off of an existing or newly effective shelf registration statement. Small cap issuers subject to the “baby shelf” limits may be limited in their ability to conduct an equity line as a public offering, in which case the private equity line may be a more attractive structure. Equity line financings provide an issuer flexibility to pick the timing of equity sales if its capital needs are unpredictable in the immediate future, while also allowing it to avoid trough periods during market volatility.

Click here for a summary overview of certain alternative equity offering types that public companies may consider in addressing their funding and liquidity needs in light of volatile markets.

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Proskauer is a trusted advisor to issuers, sponsors, investors and investment banks in a broad range of equity capital markets transactions including ATMs, PIPEs, RDOs and Equity Line Financings. If you have questions or would like more information about accessing the equity capital markets, please contact your Proskauer attorney or one of the Capital Markets attorneys listed on this alert.

Photo of Peter Castellon Peter Castellon

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer…

Peter represents issuers, underwriters and selling shareholders in connection with offerings of securities, including IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds.

Peter is active in bar association activities and has served as an officer of several committees, including the IBA Capital Markets Forum, the International Securities Matters Subcommittee of the ABA Committee on the Federal Regulation of Securities and the ABA International Securities & Capital Markets Committee.

Peter has written several articles on securities law topics, including the following:

  • US Private Placements: When Rule 144A is unavailable, PLC, July, 2015.
  • SAS 72 letters: Seeking comfort, PLC, May, 2013.

  • Another way in, IFLR, March, 2012.

Before joining Proskauer, Peter was Deputy General Counsel for Citi and advised the Equity Capital Markets Division and Investment Banking Division. While at Citi, Peter worked on most of Citi’s ECM transactions in Europe, the Middle East and Africa.

Photo of Michael Choate Michael Choate

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both…

Michael Choate is a partner in the Corporate Department and is a member of the Capital Markets Group and both Real Estate Capital Markets and Private Equity Real Estate Groups. Michael’s practice is broad and includes a focus on transactional matters involving both public and private offerings as well as private equity and joint venture transactions along with mergers and acquisitions, corporate governance issues and federal securities compliance matters.

Photo of David A. Curtiss David A. Curtiss

David A. Curtiss is a partner in the Corporate Department and a member of the Capital Markets Group. As businesses globally are impacted by the Coronavirus (COVID-19) pandemic, David is a member of the firm’s Coronavirus Response Team helping clients respond and solve…

David A. Curtiss is a partner in the Corporate Department and a member of the Capital Markets Group. As businesses globally are impacted by the Coronavirus (COVID-19) pandemic, David is a member of the firm’s Coronavirus Response Team helping clients respond and solve issues across myriad fronts.

David’s practice focuses on capital markets, including the representation of sponsors, companies and underwriters in equity and debt offerings.  His diverse transactional experience includes private preferred equity and PIPE investments, high-yield debt offerings, initial public offerings, in and out-of court restructuring transactions, leveraged buy-outs,  “follow-on” equity offerings and investment grade debt offerings.

In 2016, David was mentioned in The Legal 500 U.S. for Capital Markets: Equity Offerings.

Photo of Daniel Forman Daniel Forman

Daniel Forman is a partner in Proskauer’s Capital Markets Group. His practice focuses on securities offerings and related transactions, and he regularly represents issuers, sponsors, investors and underwriters in securities transactions including initial public offerings, secondary equity offerings, debt offerings, convertible note offerings…

Daniel Forman is a partner in Proskauer’s Capital Markets Group. His practice focuses on securities offerings and related transactions, and he regularly represents issuers, sponsors, investors and underwriters in securities transactions including initial public offerings, secondary equity offerings, debt offerings, convertible note offerings, tender offers and consent solicitations, debt restructurings and private placements. He also counsels public companies on general corporate representation, SEC compliance, disclosure matters, mergers and acquisitions and complex securities law issues. Daniel has significant experience advising on transactions for companies in the life sciences, technology, consumer/retail, industrial, financial institutions and real estate sectors.

Photo of Karen J. Garnett Karen J. Garnett

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and…

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters. She oversaw the work of several industry-focused review teams and has significant expertise in disclosure relating to REITs and commodity pools. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.

Photo of James Gerkis James Gerkis

James P. Gerkis is a partner in the Corporate Department with extensive experience in sophisticated U.S. and global corporate transactions, including mergers & acquisitions, capital markets, venture capital, media, real estate and restructuring transactions.  He has represented a wide variety of financial institutions…

James P. Gerkis is a partner in the Corporate Department with extensive experience in sophisticated U.S. and global corporate transactions, including mergers & acquisitions, capital markets, venture capital, media, real estate and restructuring transactions.  He has represented a wide variety of financial institutions, Fortune 500 companies and growth companies.  James currently focuses on matters for clients in the technology, media and real estate industries.

Among other clients, James has represented iHeartMedia, Preferred Apartment Communities, Financial Guaranty Insurance Company, Oxford Analytica, Olshan Properties, the Creditors Committee in the chapter 11 cases of Westinghouse Electric Company, Lightstone Group, Neuberger Berman and Suburban Propane Partners.

James received his law degree from Columbia University School of Law in 1983, where he was a Harlan Fiske Stone Scholar and a Teaching Fellow.  He did his undergraduate work at Columbia College, where (having been admitted without finishing high school) he received a BA degree in Political Science in 1980.

James has made presentations at numerous industry and bar association conferences and has authored many articles on different legal topics.

James is the President of the Columbia University Club of New York, is active in other Columbia University alumni affairs and has been chosen to receive a 2018 Columbia University Alumni Medal.

James is on the Board of Directors of HABA-Hellenic American Association for Professionals in Finance.  James received the 2017 Attorney of the Year Award from The Hellenic Lawyers Association.

Photo of Maximilian P. Kirchner Maximilian P. Kirchner

Dr. Max Kirchner is a partner in the Corporate Department and a member of the Capital Markets and Finance Group. His practice focuses on the representation of private equity sponsors, multi-national companies, investment banks and investment funds in capital markets and leveraged finance…

Dr. Max Kirchner is a partner in the Corporate Department and a member of the Capital Markets and Finance Group. His practice focuses on the representation of private equity sponsors, multi-national companies, investment banks and investment funds in capital markets and leveraged finance transactions. He regularly works on the most complex high-yield bond offerings, IPOs, restructurings and acquisition financings by companies around the world across a broad array of industries.

Max is leading the Firm’s European high-yield team and is consistently recognized in both Chambers and Legal 500. Clients note that he is “commercial, dedicated, client-focused and constructive” and that he “stands out as a top-class lawyer; he has a deep understanding of the market, outstanding technical skills, and he provides invaluable strategic advice to ensure clients obtain the best possible outcome.”

Photo of Steven L. Lichtenfeld Steven L. Lichtenfeld

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge…

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge funds, and pension advisors regarding public offerings and private placements of real estate-related debt and equity securities, real estate-related mergers and acquisitions, real estate preferred equity investments and joint ventures, real estate-related senior and mezzanine financings and other corporate, partnership and limited liability company matters.

Steven has been widely recognized as a driving force in the real estate capital markets and finance space during his more than thirty-five year career. He has garnered several prestigious accolades in this area, including receiving a coveted ranking from Chambers USA, which has described him as “a brilliant real estate attorney with experience in many asset classes.” Chambers has also described Steven as “highly analytical and highly strategic” and “encyclopedic in terms of his knowledge” in handling a broad spectrum of public and private debt offerings, M&A, joint venture and other corporate real estate matters. Steven is also recommended for Real Estate and REITs by Legal 500 United States and is consistently recognized as a leading real estate lawyer in Best Lawyers in America and Super Lawyers.

Photo of Matthew O'Loughlin Matthew O'Loughlin

Matthew O’Loughlin is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group. Matthew counsels clients on corporate, strategic and transactional matters, representing public and private companies, entrepreneurs, high-net worth families, investors, private equity groups and investment…

Matthew O’Loughlin is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group. Matthew counsels clients on corporate, strategic and transactional matters, representing public and private companies, entrepreneurs, high-net worth families, investors, private equity groups and investment banks. He acts as outside corporate counsel, advises boards of directors and assists companies with their day-to-day legal needs. This includes public and private securities offerings, mergers and acquisitions, joint ventures, and other strategic and complex transactions and liquidity events. He also advises clients on SEC reporting matters and corporate governance.

Matthew’s clients are principally in the life science/healthcare, food and beverage, health and wellness, consumer products, technology and entertainment industries. He also has particular experience in cross border transactions.

Photo of Ben Orlanski Ben Orlanski

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and…

Ben Orlanski is a partner in the Corporate Department and is a member of the Mergers & Acquisitions Group and the Capital Markets Group. Ben focuses on major corporate transactions and strategically solving critical business challenges. He has significant experience in securities and public company representation; mergers and acquisitions; capital markets transactions; special committee, board of directors and general corporate representation; and corporate governance. His experience covers a wide range of industry sectors, including software-as-a-service, REITs, digital media, specialty manufacturing and consumer products.

Capital Formation and Securities

Ben has significant experience in managing, structuring and executing sophisticated securities and capital raising transactions. His approach reflects understanding of market operation, well-designed capital structure and the practical realities of the capital raising process. He represents public companies and investors in public offerings, registered direct transactions, self-tenders, warrant exchanges/flush transactions, recapitalizations, defensive strategies and secondary offerings. He also advises clients on corporate finance transactions for private businesses, ranging from venture capital and private placements to public offerings and debt restructurings.

Mergers and Acquisitions

Ben has completed scores of transactions representing buyers, sellers, investment bankers and financiers through all phases of the M&A process. He is actively involved in planning, structuring, negotiating and documenting strategic merger and acquisition transactions as well as dispositions of sophisticated enterprises.

General Counsel, Public Reporting and Strategic Advice

Ben acts as outside general counsel for numerous public and private companies, applying a business-like approach to produce practical legal solutions to both day-to-day and exceptional legal challenges. In representing his public clients, Ben has successfully guided the public reporting process for clients facing accounting and SEC challenges, proxy contests, cash flow issues, litigation, shareholder activism and strategic alternatives. He frequently advises on issues related to compliance with insider trading laws and major compliance challenges. He also represents boards of directors and special committees of public companies in special situations, including “interested” transactions, investigations, executive succession planning and sensitive corporate governance issues.

Photo of William J. Tuttle William J. Tuttle

William Tuttle is a partner in the Corporate Department and focuses his practice on capital markets and corporate matters. Will represents business development companies (BDCs), asset managers, issuers, closed-end funds and underwriters/investment banks. His experience includes facilitating public and private securities transactions for…

William Tuttle is a partner in the Corporate Department and focuses his practice on capital markets and corporate matters. Will represents business development companies (BDCs), asset managers, issuers, closed-end funds and underwriters/investment banks. His experience includes facilitating public and private securities transactions for investment banks and strategic mergers and acquisitions for companies. In addition, Will counsels investment advisers on structuring and forming new investment funds, with an emphasis on leveraged loan funds.

Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

He counsels public and private companies, broker-dealers, hedge funds…

Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

He counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters

Photo of Lily C. Desmond Lily C. Desmond

Lily Desmond is a senior counsel in the Corporate Department and a member of The Capital Markets Group. Lily concentrates her practice on capital markets transactions, including the representation of issuers, underwriters and selling security holders in domestic and international public and private…

Lily Desmond is a senior counsel in the Corporate Department and a member of The Capital Markets Group. Lily concentrates her practice on capital markets transactions, including the representation of issuers, underwriters and selling security holders in domestic and international public and private debt and equity offerings. Lily also advises clients on corporate governance matters, periodic reporting and other general corporate matters.

Lily’s ongoing pro bono and social responsibility practice includes support of Read Ahead, the Flatbush Avenue Business Improvement District and the Veterans Assistance Project. She is a Member of the International Human Rights Committee of the New York City Bar Association.

Photo of Steven A. Fishman Steven A. Fishman

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited…

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited liability companies, the formation of real estate joint ventures and private equity funds, the sale of hotel companies, and debt and equity financings.

Steve also has broad experience representing public and private corporations in all aspects of their securities filings and commercial transactions.

Photo of Steven B. Leiser-Mitchell Steven B. Leiser-Mitchell

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining…

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining Proskauer, Steven practiced corporate and securities law with Jones Day.

Photo of Louis Rambo Louis Rambo

Louis Rambo is an associate in the Corporate Department and a member of the Capital Markets Group. He concentrates his practice on regulatory matters under the federal securities laws and advises companies on general corporate and transactional issues, including public disclosure, federal and…

Louis Rambo is an associate in the Corporate Department and a member of the Capital Markets Group. He concentrates his practice on regulatory matters under the federal securities laws and advises companies on general corporate and transactional issues, including public disclosure, federal and state proxy requirements, debt and equity securities transactions, business combinations and corporate and board governance. Prior to joining the Firm, Louis served as an attorney in the division of corporation finance with the Securities and Exchange Commission.