Polsinelli’s Securities & Corporate Finance attorneys combine significant transactional capabilities and regulatory knowledge with experience across a range of industries to help publicly traded and privately held companies plan and execute capital-raising transactions, address complex disclosure and regulatory issues, and establish appropriate governance policies and practices. 

Our significant experience providing counsel in a full range of financial transactions to a variety of capital markets participants, including public and private issuers, underwriters and placement agents, allows us to deliver practical solutions to our clients quickly and efficiently. 

Our team focuses its counsel on the following areas and services:


Polsinelli’s attorneys have experience with a broad range of debt and equity capital markets transactions, including:

Public Offerings 
  • Initial public offerings
  • Follow-on and secondary offerings
  • Exchange offers
  • At-the-market offerings
  • Shelf takedowns

Private Placements
  • Traditional private placements
  • PIPES
  • Rule 144A offerings
  • Regulation S offerings

In addition to our transactional experience, we serve as trusted advisers to numerous public companies on all aspects of SEC and FINRA compliance, New York Stock Exchange and NASDAQ listing standards, Sarbanes-Oxley, Dodd-Frank, and executive compensation disclosures.

Our team works closely with clients in a number of industries, including:

In an effort to provide the best counsel possible, our team is committed to understanding clients' larger strategic business objectives, as well as delivering timely, pragmatic advice that is tailored to their particular circumstances. As a result, our public company clients regularly turn to us for guidance in areas such as:
  • Disclosure issues, including Regulation FD compliance and review of SEC annual, quarterly, and current reports and other SEC filings
  • Shareholder relations issues, including annual meeting preparation, proxy solicitations, proxy advisory firm recommendations, and activist investor initiatives such as proxy contests and shareholder proposals
  • Ongoing counseling of public company boards of directors and board committees regarding governance standards and "best practices," board composition, committee functions, and director and officer compensation
  • Corporate insider trading policies, Rule 10b5-1 trading programs, Rule 144 compliance, and Section 16 reporting procedures
  • Serving as liaison with the SEC and stock exchanges regarding compliance matters, responses to comment letters and inquiries, and submitting confidential treatment applications and requests for "no action" relief
Capital Markets

Selected capital markets transactions in which Polsinelli’s Securities & Corporate Finance lawyers have played a leading role include the following: 
  • Represented an NYSE American-listed issuer in its $40 million “at-the-market” offering.
  • Represented an NYSE American-listed issuer in its $75 million “at-the-market” offering.
  • Represented an NYSE-listed midstream energy company in its $500 million “at-the-market” offering.
  • Represented an NYSE-listed natural gas gathering and transporting company in its $80 million underwritten common equity offering.
  • Represented an NYSE-listed natural gas and natural gas liquids midstream company in its $100 million “at-the-market” offering.
  • Represented a bank holding company in its initial public offering of $170 million of common stock and listing on Nasdaq.
  • Represented a retailer of natural and organic groceries and dietary supplements in its initial public offering of $123 million of common stock and listing on the New York Stock Exchange.
  • Represented a NYSE-listed issuer in its $72 million public offering of common stock.
  • Represented a Nasdaq-listed issuer in its $73 million public offering of common stock.
  • Represented a Nasdaq-listed issuer in $45 million public offering.
  • Represented a NYSE-listed issuer in its $30 million draw down public offering.
  • Represented a Nasdaq-listed issuer in its $375 million Rule 144A/Reg. S offering of senior unsecured notes.
  • Represented a Nasdaq-listed issuer in the $158.7 million secondary public offering of common stock by a selling stockholder.
  • Represented a Nasdaq-listed issuer in its $250 million Rule 144A/Reg. S offering of second-lien senior secured notes.
  • Represented an NYSE-listed issuer in its $150 million Rule 144A offering of convertible senior notes.
  • Represented a Nasdaq-listed issuer in its $92 million public offering of common stock and its Rule 144A/Regulation S offering of $80 million of debt securities.
  • Represented a NYSE-listed lodging REIT in multiple Rule 144A offerings of secured and unsecured senior notes and related tender offers.
  • Represented a NYSE-listed lodging REIT in registered public offerings of common stock and preferred stock.
  • Represented a NYSE-listed company its $250 million Rule 144A offering of convertible senior subordinated notes and subsequent registration of notes for resale on Form S-3.
  • Represented a NYSE-listed issuer in its $100 million Rule 144A offering of senior subordinated notes.
  • Represented a NYSE-listed issuer in its $120 million Rule 144A offering of convertible senior subordinated notes.
  • Represented a private label manufacturing and distribution company in its IPO and follow on offering of common stock and listing on NYSE.
  • Represented a Nasdaq-listed issuer in a $125 million Rule 144A offering.
  • Counseled the underwriters in the $253.4 million initial public offering of a lodging REIT focused on upscale and upper midscale hotels; its $50 million offering of Series A cumulative redeemable preferred shares; its $112.5 million follow-on offering; its $75 million offering of Series B cumulative redeemable preferred shares; its $155.3 million follow-on offering; its $85 million offering of Series C cumulative redeemable preferred shares; and its $158.7 million follow-on offering.
  • Represented a mall-based specialty retailer in its $175 million Rule 144A offering of senior secured high yield notes and the Rule 144A offering by its parent company of $165 million of senior PIK toggle notes.
  • Advised a leading NYSE-listed self-storage REIT in connection with 11 public offerings of depositary shares representing interests in its serial cumulative redeemable preferred shares having an aggregate offering price of more than $3.5 billion, and a secondary offering by a related party of approximately $105 million of common shares.
  • Advised a NYSE-listed REIT specializing in leasing commercial, multi-tenant, flex, office and industrial space in connection with offerings of depositary shares representing interests in its serial cumulative redeemable preferred stock.
  • Represented a specialized commercial finance company on its $340 million initial public offering and more than $2.5 billion of subsequent securities offerings, including its $300 million offering of senior secured high yield notes; approximately $800 million of convertible debt offerings; and seven placements of trust preferred securities for more than $400 million of proceeds.
  • Counseled the sales agents in the $175 million “at-the-market” offering by a NYSE-listed self-storage REIT.
  • Represented the operator of an outdoor advertising business in the Rule 144A offering of $247 million of secured billboard revenue notes.
Strategic Transactions

Selected strategic transaction engagements in which Polsinelli’s Securities & Corporate Finance lawyers have played a leading role include the following:
  • Represented a Nasdaq-listed company in its $775 million acquisition of a private equity sponsored company.
  • Represented a Nasdaq-listed company in its cross-border sale to a strategic buyer.
  • Represented FelCor Lodging Trust in its acquisition by RLJ Lodging Trust.
  • Represented an NYSE listed company in its $480 million acquisition of operational assets and regional customer segment from another NYSE-listed company.
  • Represented a leading self-storage REIT in its SEC-registered re-domestication as a Maryland real estate investment trust and in its SEC-registered acquisition of approximately $100 million of limited partnership interests in various joint venture affiliates.
  • Advised a joint venture comprised of U.S. private equity fund and Chinese conglomerate in its acquisition of a NYSE-listed hospitality company with an aggregate transaction value of approximately $600 million.
  • Advised Highland Hospitality Corporation in its approximately $2 billion sale to a private equity buyer.
  • Counseled a specialty commercial finance company in various strategic transaction efforts, including its pre-IPO reorganization; its conversion to a REIT and related special dividend of cumulative earnings and profits; its acquisition and securitized financing of approximately $250 million of senior living facilities; its proposed disposition of its senior living business through a $345 million carve-out IPO; and various issuer tender offers and consent solicitations relating to its debt securities.
  • Represented a Nasdaq-listed company in its $850 million sale to a NYSE-listed company.
  • Represented a NYSE-listed company in its $2.4 billion sale to an NYSE listed company, including preparation of a merger proxy statement.
  • Represented a NYSE-listed company in its $150 million acquisition of an NYSE-listed target via cash tender offer/merger transaction.
  • Represented a Nasdaq-listed company as the target of a $50 million cash tender offer/merger transaction.
  • Represented a NYSE-listed company in its $500 million combination with Canadian public company using an exchangeable share structure.
  • Represented a Nasdaq-listed company in its $240 million acquisition of a private company.
  • Represented a Nasdaq-listed company as local regulatory counsel in its $500 million acquisition of a NYSE-listed company via share exchange registered on Form S-4.
  • Represented a special committee of the board of directors of a public telecommunications company in its $1.5 billion merger transaction.
  • Represented a special committee of the board of directors of a public finance company in its $3.5 billion merger transaction.
  • Represented an NYSE-listed company in its reverse merger acquisition of a privately held mobile software application developer and advertising company.
  • Represented an NYSE-listed company in the spin-off to its shareholders of a special dividend of its subsidiary’s capital stock under Rule 144A.



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