Morris Manning & Martin, LLP

Securities & Corporate Governance

MMM utilizes the deep experience of our cross-industry, interdisciplinary securities team to guide companies through the complex process of raising capital in the public and private markets. We are practical, business-focused capital markets lawyers who not only navigate the legal complexities of a deal, but also strive to understand our clients’ unique goals, maintaining a focus on achieving their branding, positioning and transactional objectives.  We also have extensive experience counseling public company clients and their boards on all aspects of corporate governance and shareholder engagement.

Recognition

  • Ranked among the leading law firms in the U.S. for public securities offerings and corporate governance (Thomson-Reuters and Legal 500)
  • One of only twelve U.S. firms to be simultaneously ranked among the leading law firms in the U.S. for REITs by both Legal 500 US and Chambers USA: America’s Leading Lawyers for Business.

Areas of Focus

  • Corporate Governance
  • SEC Periodic Reporting
  • Exchange Listing Rules Compliance
  • Public and Private Debt and Equity Offerings

Our securities lawyers have real-world experience on all sides of the deal. We have experience representing issuers, underwriters and investment banks on offerings, financings and compliance issues. We understand “market” value for transactions, even when the market is changing. Our deep experience allows us to foresee and resolve issues, bringing a practiced eye and thorough approach to represent and protect your company.

We regularly advise clients with respect to securities, corporate governance and compliance matters arising under state and federal securities laws and exchange listing rules.  We analyze the impact of potential regulatory and registration requirements 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 throughout the course of a matter and for ongoing compliance. We also provide ongoing corporate governance advice to boards of directors of public and private companies and their committees.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.

Representative Matters*

  • Represented Cole Real Estate Investments Inc. (NYSE:COLE) in its merger with American Realty Capital Properties Inc. (NASDAQ:ARCP). The transaction created one of the largest net lease REITs with an estimated value of $21.5 billion.
  • Represent Streamline Health Solutions, Inc. (NASDAQ: STRM) as corporate and securities counsel.
  • Represented Mogul REIT I, Inc. in a $50 million follow-on offering qualified under Regulation A of the Securities Act of 1933.
  • Represented Advanced Disposal Services, Inc. (NYSE: ADSW) in its initial public offering and related secondary offerings.
  • Represented Cole Credit Property Trust IV, Inc. in its $4.0 billion initial public offering of common stock.
  • Represented issuer in SEC-registered initial public offering by InterXion Holding N.V. listed on the NYSE.
  • Represented Griffin-American Healthcare REIT II, Inc. in its $3.3 billion initial public offering of common stock.
  • Represented issuer in exchange offer of notes and concurrent consent solicitation by Nuverra Environmental Solutions, Inc.
  • Represented Shipt in its acquisition by Target Corporation.
  • Represented managers in $1.5 billion issuance of notes and concurrent tender offer by Time Warner Inc.
  • Represented Hyatt Hotels Corporation it its acquisition of the Miraval Group from an affiliate of KSL Capital Partners, LLC.
  • Represented Cole Office & Industrial REIT (CCIT III), Inc. in its public offering of common stock valued at $3.5 billion.

    * Some of the matters listed were handled by MMM attorneys when they were employed at other firms.
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Areas of Focus

Real Estate Capital Markets (REITs)

Meet the Team »

The Real Estate Capital Markets Practice at Morris, Manning & Martin serves clients seeking to access the capital markets. For more than 30 years, our lawyers have assisted clients in raising billions of dollars for deployment in real estate ventures. We represent real estate fund sponsors, public and private REITs, real estate developers and operators, financial institutions, institutional investors and asset managers, both in the U.S. and abroad. Our experience includes complex equity and debt investments, private and public equity offerings, UPREIT transactions, restructurings, and REIT mergers and acquisitions. Our sophisticated transactional practice touches every real estate asset class, including affordable housing, brownfield, condominium, healthcare, hotel, industrial/distribution, mixed-use, multifamily, office, opportunity zone, resort, retail and student housing.

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 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 key business partners to our clients’ advantage.

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, institutional investors, investment advisers 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 urban brownfield mixed-use multiphase development, handling a $3 billion public REIT merger or representing amultibillion-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 publicly-held and private real estate funds and REITs in their interactions with investors, lenders and regulators, such as the SEC and FINRA. Our lawyers have substantial experience preparing offering circulars and registration statements, and advising clients as to market and regulatory trends. We also provide practical and insightful tax counseling to our real estate fund and REIT clients.

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 Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Advisers Act of 1940. In addition, many types of investment vehicles, including publicly registered non-listed REITs, 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 securities compliance policies and procedures, valuation policies and procedures, and conflict resolution guidelines.

Key Services: 

  • Blind pools
  • Bond financing
  • Credit enhanced financing
  • Debt funds
  • Delaware Statutory Trusts
  • 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
  • Regulation A+ offerings
  • REIT M&A
  • Syndicated loans
  • Tax allocation bonds
  • Tax credit funds
  • Tax-exempt development
  • Timber REITs
  • UPREITs

Securities Litigation & Enforcement

Meet the Team »

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.