Morris Manning & Martin, LLP

Securities

The Securities Practice at Morris, Manning & Martin guides companies through the complex process of raising capital in the public and private markets.  We also represent clients in connection with their regulatory and registration obligations under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940.  Our Securities Practice has a well-earned reputation for creativity and efficiency, and for fostering effective working relationships with securities regulators.

Industry Leadership

We represent issuers and underwriters in the full range of public and private offerings of securities. Within the past decade, we have served as counsel in initial public offerings that registered over $25 billion and as deal counsel on additional public offerings and 144A offerings with an aggregate value in excess of $33 billion.

As company counsel, we guide our clients through every stage of the offering process, from identifying and selecting the underwriters to preparing the prospectus and navigating the regulatory requirements. Our broad understanding of federal and state securities laws, securities exchange listing requirements and market dynamics help clients avoid pitfalls that may delay or derail an offering.

Corporate Governance

We also advise clients with respect to corporate governance and related matters, including the governance and compliance matters arising under the Sarbanes-Oxley Act of 2002.

Some corporate governance matters that we routinely advise clients on include:

  • Composition and procedures of boards of directors and committees, including the enhanced role of audit committees;
  • Director and executive compensation processes and disclosure;
  • “Best practices” for boards, committees, individual directors and officers;
  • Development of board committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures;
  • Self-evaluation systems;
  • Director and officer fiduciary duties and responsibilities;
  • CEO/CFO certifications;
  • Internal investigations, including those by special committees of boards of directors.

When it comes to corporate governance litigation and facing accusations of corporate wrongdoing, a company must quickly and thoroughly investigate the situation and act on the results of that investigation. Our Corporate lawyers can access the firm’s Securities litigators to assist with these issues.

We have intimate experience conducting sensitive inquiries on behalf of companies, boards of directors, audit committees or special committees convened to handle a problem. We have extensive experience conducting internal investigations and representing companies and individuals that are the subject of investigations, as well as handling regulatory inquiries that frequently accompany such allegations.

Our Securities/Corporate Governance team consists of both corporate lawyers and trial lawyers with broad-ranging skills. Among the lawyers in this practice group are a former Senior Special Counsel for the Securities and Exchange Commission’s Enforcement Division, a former Special Assistant U.S. Attorney, an Assistant U.S. Attorney for the U.S. Attorney’s Office, a trial lawyer previously with the Antitrust Division of the U.S. Department of Justice, trial lawyers with significant experience in securities and corporate litigation, and a senior transactional lawyer active in professional leadership positions across the field. We have the capacity to respond immediately and conduct a privileged and thorough assessment of a business crisis. Our breadth of knowledge and professional contacts throughout the U.S. allow us to take decisive action to seek the best possible outcome for our clients.

Public Funds

Our attorneys represent REITs, closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials and reports to stockholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). In addition to representing numerous REITs and real estate funds, our attorneys have represented listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents,can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Valued Partners

Our team of Securities lawyers regularly looks beyond just the legal issues facing our clients in order to understand and counsel them on the critical business issues confronting them. Additionally, we fully understand and easily navigate securities rules and regulations. Our Securities Practice team members are not only trusted advisors but also valued business partners for our clients.

 

Key Services:

  • Public Offerings
  • Private Placements
  • Rule 144A Offerings
  • Regulation S Offerings
  • Periodic Public Reporting
  • Corporate Governance
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Areas of Expertise

Real Estate Capital Markets (REITs)

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The Real Estate Capital Markets Practice at Morris, Manning & Martin serves clients in accessing the capital markets. Our lawyers have assisted clients in raising billions of dollars for deployment in real estate ventures. We represent real estate developers and operating companies, financial institutions, pension funds, institutional investors, investment advisors and asset managers with respect to their real estate investments, both in the U.S. and abroad. Our investment and development work touches every real estate asset class, including affordable housing, brownfield, condominium, hotel, industrial/distribution, mixed-use, multifamily, office, resort, retail, student housing, and timber.

Market Innovators

As dealmakers and innovators, our Real Estate Capital Markets Practice routinely structures, negotiates, documents and closes private and public equity offerings for REITs, real estate limited partnerships, timber funds, strategic joint ventures, debt funds, tax credit funds, bond financings and UPREITs. We add a comprehensive knowledge of the real estate industry, key industry contacts and a multidisciplinary approach to the sophisticated legal and financial issues that drive complex real estate transactions. Because of the depth of our practice, we bring our clients practical knowledge of the current thinking on complex securities, tax, environmental, bankruptcy, ERISA and technology concerns that drive deals.

Collaborative Synergy

Our lawyers look beyond just the legal issues facing our clients in order to understand and counsel our clients on the critical business issues confronting them. By doing so, we become valued business partners. In our Real Estate Capital Markets Practice, we live by the credo that our clients’ success is the only true measure of our success. We are with our clients for the long term as they grow and diversify in order to meet the challenges of an ever-changing and increasingly competitive market environment. We are leaders in the field, crafting unique legal solutions to complex issues. We add value to our clients’ businesses with our focus on strategic relationships and our ability to use our goodwill with regulators and other business leaders to our clients’ advantage. We facilitate critical introductions and ongoing communication between sources of capital and key development partners.

Transaction Guidance

Drawing on our broad and diverse experience, we are able to design and implement cutting-edge deal structures. Because we represent some of the nation’s largest financial institutions, pension funds, timber funds, institutional investors, investment advisors and asset managers, we know what the markets will accept and can advise our clients accordingly. Whether conducting a $3.3 billion REIT public offering, buying, capitalizing and financing a $300 million destination golf resort development community, handling all aspects of a $250 million in-town brownfield mixed-use multiphase development, handling installment sales of large-scale timberland dispositions, or representing a multibillion-dollar institutional investment fund in its investments and tax planning in offshore hotel and condominium resorts, our lawyers bring an unparalleled level of experience to the full spectrum of real estate transactions.

Public Funds

Our attorneys represent REITs, closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials and reports to stockholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). In addition to representing numerous REITs and real estate funds, our attorneys have represented listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents,can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Full Cycle Representation

MMM’s Real Estate Capital Markets attorneys assist REIT clients in every aspect of their operations, from formation to exit strategy. Our team has assisted REIT clients with listing on a public exchange, structuring a sale or merger of the entire portfolio, and managing an orderly sale of properties and assets. For example, our team recently represented a non-listed REIT in its acquisition of a real estate investment platform and subsequent listing on the NYSE, a transaction valued at over $12 billion. Our attorneys also served as special counsel to the publicly listed REIT in its subsequent merger with another publicly listed REIT, a transaction with an estimated value of $21.5 billion, the largest in its sector. The MMM team also recently advised a special committee of a listed REIT board of directors in a potential merger transaction. In these types of transactions, our team advises on all aspects, including unique tax and corporate governance matters. Whether representing the external advisors, special committees, or the REIT itself, our team works closely with our clients to select the best disposition option or combination of options that maximizes shareholder value.

Key Services: 

  • Blind pools
  • Bond financing
  • Credit enhanced financing
  • Debt funds
  • Direct participation programs
  • Down REITs
  • Follow-on offerings
  • Industrial development
  • Initial public offerings
  • Listed REITs
  • Non-listed REITs
  • Partnerships & joint ventures
  • Private REITs
  • Private placements
  • Public funds
  • Real estate funds
  • REIT M&A
  • Syndicated loans
  • Tax allocation bonds
  • Tax credit funds
  • Tax-exempt development
  • Timber REITs
  • UPREITs

Securities Litigation & Enforcement

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Morris, Manning & Martin’s securities litigation team provides clients with an extensive range of knowledge and experience, arguing matters before state and federal courts, administrative agencies and arbitration panels. The team has represented entities involved in investigative and regulatory inquiries conducted by the U.S. Securities Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Georgia Securities Commissioner, other federal and state law enforcement authorities and self-regulatory organizations.

Our litigators have experience in all aspects of securities claims, from federal and state shareholder class actions to investigations by the SEC, state securities regulators or one of the exchanges, claims under state law (including derivative claims) and securities industry arbitration. We provide clients with a strategic advantage by our ability to draw upon our securities experience and transactional lawyers, as well as lawyers in our Creditors’ Rights Bankruptcy, White Collar Litigation & Government Investigations, Real Estate Litigation and Tax Practices.

Through this multidisciplinary approach to counseling our clients, we can help formulate strategies and take steps designed to limit their litigation risk. Our practice, however, is not limited to providing advice and settling cases: we are trial lawyers with extensive jury and non-jury trial experience that we can bring to bear whenever that is the right approach.

State Shareholder Litigation Practice

Morris, Manning & Martin has nationwide experience litigating shareholder claims arising under state law. Our experience includes defending state law class actions, handling shareholder derivative actions, litigating claims against officers, directors and controlling shareholders for breaches of fiduciary duty and other claims arising out of mergers and acquisitions and going-private transactions, and advising special committees, as well as representing both controlling and dissenting shareholders in statutory appraisal proceedings to determine the "fair value" of shares in closely held corporations.

Representative Securities Matters:

  • Attained total victory at trial in high-profile SEC insider trading case that attracted national and international attention; judge issued a comprehensive 44-page opinion finding for MMM’s client on all contested issues and which criticized the SEC’s “overreaching, self-serving interpretation” of the evidence, among other things, SEC v. Schvacho, 991 F. Supp. 2d 1284 (N.D. Ga. 2014).

  • Represented real estate developer and affiliates charged with securities fraud in SEC investigation and enforcement action filed in federal court; case settled on terms satisfactory to clients without any cash payment.

  • Represented oil and natural gas company, its officers and directors and affiliated entities in federal court cases in Georgia and Nebraska alleging claims for securities fraud and breach of fiduciary duty; cases resolved on terms satisfactory to clients.

  • Represented technology company in connection with claims asserted by founder and former Chief Executive Officer seeking to hold up sale of company; case resolved on terms satisfactory to client.

  • Represented major investment bank in litigation brought by a bankruptcy trustee seeking over $30 million in damages for the bank’s purported breaches of fiduciary duties and complicity with former management in completing an acquisition that allegedly caused the debtor to file for bankruptcy. All claims against bank thrown out on a motion to dismiss without any discovery; case continued on against other defendants.  Verilink Corp. v. Raymond James & Associates, Inc., 405 B.R. 356 (Bankr. N.D. Ala. 2009). 

  • Represented public technology company and its officers and directors in case alleging securities fraud arising from purportedly backdated stock options. Summary judgment granted to all defendants on all counts and affirmed on appeal, Rosenberg v. Gould, Civil Action No. 1:06-CV-1894 (N.D. Ga. Mar. 31, 2008), aff’d, 554 F.3d 962 (11th Cir. 2009).

  • Represented large public company that won summary judgment in the Delaware Court of Chancery on a claim brought by the company’s former Chief Financial Officer who alleged that the company had wrongfully refused to permit him to exercise stock options then worth approximately $35 million. Knight v. Caremark RX, Inc., 2007 WL 143099 (Del. Ch. Jan. 12, 2007).

  • Successfully defended Fortune 50 company in a significant securities fraud case in which MMM’s client was sued for hundreds of millions of dollars in damages from a drop in stock prices resulting from a merger.  McKesson Corp. v. Green, 610 S.E. 2d 54 (Ga. 2005).

  • Currently represent and represented entities involved in insider trading investigations conducted by the SEC and/or FINRA – all investigations terminated without charges brought against clients.