B2i Expert: Harter Secrest & Emery

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“Harter Secrest & Emery Securities and Capital Markets' lawyers provide deep, substantive expertise, excellent client service and a cost effective, practical approach to problem solving.”

- Best Law Firms®

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Harter Secrest & Emery (HSE), founded in 1894, is a prominent full-service law firm with offices in Rochester, Buffalo, Albany, Corning, and New York City. With over 125 lawyers, HSE possesses the depth and breadth of legal talent and experience necessary to achieve exceptional results for local, regional, national, and international clients. HSE offers the sophistication of a large firm with the efficiency and accessibility of a small firm, serving a diverse range of clients from sole proprietorships to large corporations. HSE uses a unique compensation structure that ensures their attorneys are solely focused on their client needs, allowing practice group leaders to quickly assemble the most experienced and cost-effective team for any situation. HSE combines tradition with innovation, delivering top-tier legal services tailored to their clients' needs.

Harter Secrest & Emery

Collaborative Approach

Our philosophy fosters a multidisciplinary mindset when providing legal services. We consider our clients’ opportunities and challenges by first understanding what they need, and then figuring out the most efficient path. Our clients work with the right lawyer, or team of lawyers, for each specific project or issue and we never “over lawyer” when a simple and practical solution is within reach.

What Sets Harter Secrest & Emery Apart?

 

Securities and Capital Markets

Our Securities and Capital Markets team includes lawyers who worked at much larger law firms before coming to HSE, regularly advising on deals with AmLaw 100 firms and major investment banks. We leverage this big market experience to provide our clients with sophisticated, pragmatic and creative counsel at highly competitive rates.

 

Recognized for our sophisticated representation of companies and investors in financings and related regulatory compliance. Alex McClean, Securities and Capital Markets practice group leader, is recognized by Chambers USA from 2020-2024 in the field of Corporate/M&A (Upstate NY). Chambers USA, the worldwide leader in attorney and firm rankings, has been ranking the best lawyers since 1990, and now covers over 185 jurisdictions. The Chambers USA 2020 edition highlighted our “impressive portfolio of public and private clients, including private equity funds, venture capital players and startups as well as companies in the telecommunications, pharmaceuticals and manufacturing sectors.”

Select Transactions

Transcat, Inc. in an $80.5 million confidentially marketed public offering.
Represented Transcat, Inc, a Rochester-based public company, in an $80.5 million underwritten public offering of shares of common stock, which includes the full exercise of the underwriter’s over-allotment option.

 

CASI Pharmaceuticals, Inc. in a $50 million ATM offering.
Represented CASI Pharmaceuticals, Inc., (Nasdaq: CASI) a biopharmaceutical company focused on developing and commercializing innovative therapeutics and pharmaceutical products, in filing a shelf registration statement and establishing a $50 million ATM program with Jefferies, LLC as the sales agent.

 

VerifyMe, Inc. in a $10 million public underwritten offering and uplisting to Nasdaq.
Represented >VerifyMe, a Rochester-based public company, in a $10 million registered public underwritten offering and simultaneous uplist to the Nasdaq Capital Market. VerifyMe raised $10 million of capital to commercialize its anti-counterfeiting technology.

 

Jerash Holdings (US), Inc. on its $10 million initial public offering and listing on Nasdaq.
Represented Jerash Holdings (US), Inc. on its initial public offering and listing on the Nasdaq Capital Market. Jerash’s IPO was an international effort, with a finance team in Hong Kong, executives in New York and operations in Jordan. This is the first time a Jordanian company traded on a major U.S. stock exchange.

 

Athenex, Inc. in a $100 million PIPE offering.
Represented Athenex, a Buffalo-based public company, in a $100 million private investment in public equity (PIPE) offering to enable further research and development of its oncology drugs and therapies. We assisted in drafting and filing a registration statement with the SEC to register for resale the shares purchased by the investors in the offering.

VerifyMe, Inc. NASDAQ: VRME and VRMEW

Helping an Emerging Technology Company Transform

Where we started: Our client, VerifyMe, Inc., is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. One of the goals of their technology is to offer solutions to address global problems associated with the flood of counterfeit goods and services across many industries and products. When HSE started working with VerifyMe, they had been operating for ten years and had just started commercializing their anti-counterfeiting technology.

Our strategy: To obtain funding as the company transitioned from the development stage to commercialization, we helped them secure two bridge financings. The additional capital allowed them to deliver on the continued demand for their technology and provided necessary liquidity to grow shareholder value. We then assisted VerifyMe with a $10 million underwritten public offering of units consisting of shares of its common stock and warrants to ramp up capital. Simultaneously, we helped VerifyMe secure the listing of its shares of common stock and warrants on the Nasdaq Capital Market.

The outcome: With the additional $10 million of equity capital, VerifyMe, whose common stock and warrants now trade under the symbols “VRME” and “VRMEW”, can further commercialize its technology while receiving the benefits of a Nasdaq listing.

Jerash Holdings (US) NASDAQ: JRSH

A Novel Mechanism to Raise Capital Quickly Led to Oversubscribed IPO for Middle East Based Manufacturer — Becoming the First Jordanian Company to List on a Major US Exchange.

Where we started: When Jerash Holdings approached us, it was a small private company operating a highly profitable business out of Jordan. It was producing high-quality textile goods for leading global brands such as North Face, Nautica, Timberland, Calvin Klein, Tommy Hilfiger, and IZOD, and for well-known retailers such as Walmart, Costco, Sears, Columbia, and Land’s End. The company wanted to take its business to a higher level, but it did not have access to money center banks or a viable stock exchange to raise the capital needed.

Our strategy: Working closely with a team of investment bankers, we created a strategy that included a novel mechanism to quickly raise capital. We organized a series of offerings – attracting both Chinese and U.S. investment – to allow the company to raise growth capital and provide a path to liquidity for the existing owners. The strategy also enabled them to partner with commercial banks, attract potential new customers, register with the Securities and Exchange Commission, and become listed and commence trading on the Nasdaq stock exchange.

As part of the lead-up to the IPO, the HSE Securities and Capital Markets team assisted Jerash in creating and preparing for road show presentations to potential investors. The presentations were given in Jerash’s home country of Jordan, as well as Hong Kong, mainland China, New York City, and HSE’s offices in Rochester. We attracted dozens of people to the presentations, including representatives from national and international investment banks as well as potential investors from throughout Western New York. Hosting a road show in Western New York is not a common occurrence, but it was a successful effort, as were the other presentations. The IPO was a success and not only were all of the shares sold, but the offering was oversubscribed.

The outcome: While it was initially estimated that it might take two years to raise the capital necessary to become listed, it actually took less than 18 months. On May 2, 2018, Jerash announced the closing of its “best efforts” initial public offering of common stock and on December 8, 2018 the company’s management team rang the bell at Nasdaq. When Jerash Holdings (US), Inc. (NASDAQ: JRSH) began trading its common stock in the Nasdaq Capital Market, it became the first Jordanian company to list on a major U.S. exchange. Jerash’s successful Nasdaq listing is being celebrated – by the company and in Jordan’s business community – as a monumental accomplishment.

Securities & Capital Markets Capabilities

Clients:

  • Public companies
  • Investment bankers
  • Private startup and growth companies
  • Investors

Services:


Compliance & Reporting

  • Annual, quarterly, and current reporting under the Exchange Act of 1934
  • Proxy and information statements
  • Stock exchange listing standards
  • Section 16 reporting of insider transactions and beneficial ownership
  • Rule 144 resales

Corporate Governance

  • Advising boards in matters ranging from day-to-day governance to securities offerings and major corporate events, including strategic transactions
  • Compliance with stock exchange listing standards
  • Analyzing ISS and Glass Lewis proxy voting policies

Public Transactions

  • Initial public offerings (IPOs) and follow-on public offerings
  • Uplist transactions
  • Confidentially marketed public offerings (CMPOs)/wall-crossed deals
  • Registered direct offerings
  • Private investment in public equity (PIPE) offerings
  • At-the-market (ATM) offerings
  • Equity line financings
  • Public mergers
  • SPAC IPOs, De-SPACs and related transactions
  • Rule 144A offerings, rights offerings, and secondary offerings

Private Transactions

  • Private placements, including Regulation D (Rule 506 and Rule 504) offerings
  • Regulation A+ offerings
  • Crowdfunding offerings
  • Rule 701 for equity compensation plans and sales of restricted stock

Financial Services Regulatory Compliance

  • Advising registered broker-dealers and investment advisers, including private equity funds and hedge funds, on all phases of regulatory compliance
  • Advising regulated investment advisers and broker-dealers in mergers and acquisitions, restructurings, changes in ownership and other significant transactions
  • Representing regulated entities in SEC examinations and enforcement proceedings
  • Representing regulated entities and registered representatives in arbitration proceedings before FINRA

Securities Litigation

  • Reporting registration in class action securities litigation
  • Representing broker-dealers in securities litigation and arbitrations before the SEC

Blue Sky (State Securities) Regulation

  • Advising public and private companies on suitable state-level securities law exemptions
  • Compliance with notification and registration requirements under state securities law

Proxy Design & Production Services

The Nuvo Group’s Proxy Design & Production Services help companies streamline the proxy process by delivering professionally designed, accurate, and easy-to-navigate documents that align with corporate goals and boost shareholder participation.

 

24/7 Production team ensures rapid turnaround times with decades of industry expertise.

 

• End-to-end support manages the entire process from initial design through filing and printing.

 

Comprehensive printing offers solutions ranging from simple black ink to premium custom finishes.

 

Brand consistency maintains corporate identity standards across all communication materials.

 

B2i Digital Featured Expert_The Nuvo Group_Our Process

Investor Relations & Press Distribution

NUVOIR services by The Nuvo Group combine compelling messaging with targeted engagement strategies to help organizations reach the right audience and attract new investors. These services deliver tangible results and measurable returns on investment (ROI) for private companies, public companies, and agencies.

 

Data-driven strategies combine industry expertise with analytics to create standout messaging.

 

Global distribution press releases reach targeted media outlets, journalists, and analysts.

 

Engagement tools include webcast services, IR feeds, real-time alerts, and website hosting.

 

Flat-fee pricing helps clients maintain cost controls, manage costs predictably, and stay within budget.

 

B2i Digital Featured Expert_The Nuvo Group_Services

SEC EDGAR Filings

When it comes to SEC EDGAR filings, precision, compliance, and timeliness are non-negotiable. The Nuvo Group ensures that every financial filing meets the highest standards, covering mutual funds, proxy statements, annual reports, prospectuses, and key forms such as 10-Q, 10-K, 8-K, 6-K, 11-K, S-1, DEFM14A, and DEFM14C.

 

Compliance excellence with meticulous quality reviews ensures all technical requirements are met.

 

Software compatibility, working with clients' platforms, eliminates formatting errors.

 

24/7 Availability and around-the-clock support ensure every deadline is met.

 

Our expert team of industry veterans helps clients navigate complex filing requirements.

 

B2i Digital Featured Expert_The Nuvo Group_SEC Filng 2024

 

Financial Printing Services

The Nuvo Group offers comprehensive printing solutions for all essential financial documents, including annual reports, proxy statements, offering memorandums, and investor communications.

 

Diverse print options run the gamut from black-and-white reports to premium multi-color finishes.

 

Advanced production is done with state-of-the-art offset and digital printing capabilities.

 

24/7 Service ensures on-time delivery for time-sensitive projects.

 

Custom binding offers multiple finishing options including spiral, coil, and hardcover formats.

 

B2i Digital Featured Expert_The Nuvo Group_Trusted Leaders

 

Virtual Data Room Services (VDRs)

The Nuvo Group's Virtual Data Room Services (VDRs) provide secure, intuitive platforms for managing sensitive documents during mergers, acquisitions, and capital raises.

 

Intuitive interface enables quick document uploads and organization with minimal user training required.

 

Document control allows customized access levels and permissions for viewing, downloading, or editing files.

 

Security protocols incorporate encryption, multi-factor authentication, and comprehensive activity tracking.

 

24/7 Availability ensures seamless collaboration across time zones during critical transactions.

 

B2i-Digital-Featured-Expert_The-Nuvo-Group_VDR-INFO Sheet

 

iXBRL Filings

The Nuvo Group provides inline eXtensible Business Reporting Language (iXBRL) tagging and submission services, ensuring financial statements comply with SEC requirements while meeting critical deadlines.

 

Quality assurance maintains precise tagging and alignment with SEC taxonomies through rigorous review processes.

 

System integration works within clients' existing financial platforms to maintain formatting consistency.

 

• Real-time updates enable immediate corrections and adjustments throughout the submission process.

 

Expert solutions handle complex financial data across annual reports, proxy statements, and mutual fund filings.

 

B2i-Digital-Featured-Expert_The-Nuvo-Group_Seamless-Transition

 

Mailing Services & Document Management Solutions

The Nuvo Group streamlines the delivery of financial communications through comprehensive mailing and document management solutions, from annual reports to shareholder notices.

 

Complete mailing handles everything from binding and inserting to domestic and international delivery.

 

Secure management provides encrypted portals for document uploads and processing.

 

Status tracking offers real-time updates and reporting throughout the delivery process.

 

Flexible options accommodate both large-volume mailings and specialized communications.

Securities and
Capital Markets

Leveraging top talent and a team-oriented approach, we provide responsive, cost-effective, and practical counsel to public companies and organizations of all sizes looking to access the capital markets.
Learn More

News and
Information

HSE attorneys deliver cutting-edge legal insights, empowering clients to stay proactive and navigate the dynamic Securities and Capital Markets industry with confidence.
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Events

Harter Secrest & Emery is committed to providing legal education and training for our clients and the business and non-profit communities by participating in speaking engagements and hosting webinars, seminars, conferences and more. Our exclusive HSE Institute programs are presented by our firm and feature our highly skilled and dynamic legal professionals. Below is a listing of our upcoming and past events. We hope to see you soon!

Meet The Securities and Capital Markets Team

 

Leveraging top talent and a team-oriented approach, we provide responsive, cost-effective, and practical counsel to public companies and organizations of all sizes looking to access the capital markets.



Key Contacts

 

Alexander R. McClean
C. Christopher Murillo
Margaret K. Rhoda

Team Members

 

Thomas R. Anderson
Ryan S. Quinn
Scott B. Mosley
Luke A. Catalano
Clayton S.B. Dubin
Jason W. Delmont
Lindsay M. O’Connor

“Harter Secrest & Emery lawyers provide deep, substantive expertise, excellent client service and a cost effective, practical approach to problem solving.”

Best Law Firms

Best Law Firms®

“Harter Secrest & Emery are outstanding securities practitioners. They quickly get to the heart of the issue and provide practical advice in our securities needs.”

Best Law Firms

Best Law Firms®

“The team is thoughtful, pragmatic, smart, ethical, and business-minded.”

chambers

Chambers USA

Recognized Achievements & Milestones

Transcat, Inc in a $80.5 million public offering.

Barclays CMBS Becomes A Cornerstone Client

The Nuvo Group Expands Its Client Base with Leading Investment Banks and Law Firms

The Nuvo Group Joins Inc. 5000's Fastest-Growing Private Company List

The Nuvo Group is a Gold Sponsor of the L.A. Times In-House Counsel Leadership Awards

01 /05

2012 - The Nuvo Group is Founded

The Nuvo Group is established in New York City to reimagine financial printing and SEC filing processes, focusing on efficiency, compliance, and excellent customer service.

02 /05

2012 - Barclays CMBS Becomes A Cornerstone Client

Barclays CMBS becomes one of the company’s earliest clients, marking the beginning of long-term relationships with prominent financial institutions.

03 /05

2018 - The Nuvo Group Expands Its Client Base with Leading Investment Banks and Law Firms

The company solidifies partnerships with industry giants like Goldman Sachs, J.P. Morgan, and Sidley Austin, offering seamless EDGAR filings and complex printing services.

04 /05

2021 - The Nuvo Group Joins Inc. 5000's Fastest-Growing Private Company List

The Nuvo Group earns a spot on the Inc. 5000 Fastest-Growing Private Companies list, reflecting rapid growth and industry leadership.

05 /05

2024 - The Nuvo Group is a Gold Sponsor of the L.A. Times In-House Counsel Leadership Awards

The Nuvo Group sponsors the prestigious L.A. Times In-House Counsel Leadership Awards, cementing its role as a trusted partner for financial institutions and corporate clients.

 

Harter Secrest & Emery LLP. Deep Industry Experience Practicing Securities and Capital Markets Law in New York.

 

Alex McClean and his team of attorneys bring a depth and breadth of experience, advising U.S. and international clients with market capitalizations from $10 million to more than $35 billion. Primarily focusing on micro-cap ($50 million to $300 million) and small-cap ($300 million to $2 billion) entities. Devoted to delivering responsive, cost-effective, practical legal counsel.

 

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