Representing businesses in all stages of development.

Foley Hoag’s Corporate Finance and Securities Practice serves the needs of a diverse array of issuers, investment banks, venture capital and other private equity investors, investment advisors and private fund groups. We represent businesses in all stages of development—including the formative stages of incorporation, private placements of debt and equity securities, public offerings and post-IPO transactions through reporting and compliance. We assist both public and private companies with mergers and acquisitions, joint ventures and strategic alliances, management buy-outs and other sophisticated business transactions.

Members of our Corporate Finance/ Securities group regularly counsel our clients in transactions involving: 

  • Initial and follow-on public offerings 
  • Secondary offerings 
  • PIPE transactions 
  • Private placements and resales of restricted securities 
  • Business combinations involving equity 
  • Cross-border transactions 
  • Proxy and consent solicitations 
  • Tender and exchange offers 
  • Going-private transactions 
  • Reorganizations in bankruptcy

We also provide our clients with sophisticated guidance regarding complying with securities regulation matters including: 

  • Corporate governance 
  • Insider trading 
  • Public company reporting and disclosure 
  • Exchange and Nasdaq rules
  • Equity compensation plans

Representative Experience

The following examples provide an overview of the type of work we handle for our clients: 

  • Successfully represented Cullinet Software, Inc. in its initial public offering, which was the first by a software product company. Since then, we have represented numerous issuers and underwriters in connection with initial public offerings, including Centra Software Inc. in its $80 million offering; and Net.Genesis Corp. in its $88 million offering. 
  • Represented KVH Industries, Inc. in its $59 million public equity offering; Charles River Associates Incorporated in its $65 million public equity offering; and CACI International Inc. in its $61 million public equity offering. 
  • Acted as counsel for Geac Computer Corporation Limited, a leading Canadian software company traded on the Toronto Stock Exchange and the NASDAQ National Market, in its acquisition of Extensity, Inc., for $46 million in cash and stock, and in its $52 million acquisition, through a cash tender offer, of Comshare Incorporated. 
  • Represented issuers in a variety of PIPE transactions, which were often feature-laden. Examples include Able Laboratories, Inc. in its $39 million PIPE; and The J. Jill Group, Inc. in its $31 million PIPE. 
  • Provided representation to a special committee of the board of directors of Concerto Software, Inc. in a $150 million going-private transaction. 
  • Acted as special U.S. counsel to Pancote Holdings PC, an English public company, in its $240 million acquisition by a NYSE-listed Canadian mining company in a share-exchange offer under the London City Code. 
  • Represented an individual seller of approximately $250 million of restricted shares of a public investment management company. 
  • Represented PRI Automation, Inc. in its merger, valued in excess of $500 million, with Pooks Automation, Inc. 
  • Acted as counsel for Allaire Corporation in its merger with Macromedia, Inc., which was valued at $360 million.