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Public Companies

Description

Kramer Levin lawyers offer practical and creative solutions to companies of all sizes.

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  • Kramer Levin lawyers combine deep knowledge of securities laws and market trends with a nuanced understanding of deal structures to advise public companies, those seeking to become public, and their boards of directors, special committees and C-level executives on transactions, corporate governance and general securities law matters, as well as significant litigation and regulatory matters.

    We advise a broad range of clients, from S&P 500 to newly public companies and those entering the IPO process, across a wide spectrum of industries. We are well-versed in the following areas:

    • Equity capital market transactions, including IPOs, follow-on offerings and other financing transactions
    • Mergers, acquisitions, joint ventures, strategic alliances, spinoffs and other dispositions
    • Banking and finance, including Rule 144A and registered investment grade and high-yield debt offerings, bank financings, asset-based and working-capital financings, and securitizations

    • Securities offerings, filings, exchange listing requirements and reporting/disclosure obligations
    • Going-public and going-private transactions
    • Corporate governance and compliance issues
    • Director and officer liability
    • Executive compensation and taxes
    • Shareholder engagement issues, proxy issues and control contests
    • Data privacy and cybersecurity

    Our attorneys have advised companies on some of the most complex IPOs, including those using the UpREIT, Up-C and other partnership structures. We regularly assist our clients in managing the regulatory and corporate governance obligations of being a public company, and we frequently collaborate with our leading Securities and Shareholder Litigation and White Collar Defense and Investigations teams to defend corporations and their officers and directors in high-stakes civil and criminal investigations and in multibillion-dollar, bet-the-company securities and shareholder actions.

    Defining Matters

    • Kramer Levin Represents Qomolangma Acquisition Corp. on its Initial Public Offering

      Kramer Levin represented Qomolangma Acquisition Corp., a special purpose acquisition company, in its $50 million initial public offering and listing on Nasdaq. The transaction closed on Oct. 4, 2022, and a further offering pursuant to the underwriter’s over-allotment option closed on Oct. 7, 2022.
    • Kramer Levin Advises on $115 Million Initial Public Offering of Metal Sky Star Acquisition Corporation

      Kramer Levin represented Ladenburg Thalmann & Co. Inc. as the underwriter in connection with the initial public offering of Metal Sky Star Acquisition Corporation, a special purpose acquisition company. The initial public offering closed on April 5, 2022, raising gross proceeds of $115 million (including the exercise of the underwriter’s over-allotment option). Metal Sky Star’s units trade on NASDAQ under the symbol “MSSAU”.
    • Kramer Levin Advises Capstar Special Purpose Acquisition Corp. on $1.3 Billion Combination with Gelesis Inc.

      On July 19, 2021, Kramer Levin client Capstar Special Purpose Acquisition Corp. (Capstar), a special purpose acquisition company sponsored by affiliates of Capstar Partners, LLC and certain private funds managed by PIMCO, announced that it had entered into a business combination agreement with Gelesis Inc. (Gelesis), a biotherapeutics company aiming to transform weight management using a proprietary biomimetic superabsorbent hydrogel technology. Upon the closing of the transaction, expected in the fourth quarter of 2021, Gelesis will become a public company listed on the New York Stock Exchange. The transaction values the combined company at an equity value of approximately $1.3 billion and includes a fully committed $100 million PIPE financing.
    • Kramer Levin Advises A-Mark in Acquisition of JM Bullion and Related Equity Offering

      On March 22, 2021, Kramer Levin client A-Mark Precious Metals Inc. (A-Mark) announced that it has acquired precious metals e-commerce platform JM Bullion (JMB) for $136.8 million. Kramer Levin also advised A-Mark on the public offering of common stock, which closed on March 8, the net proceeds of which partly financed the acquisition.

    Practice Contacts

      • Todd E. Lenson

        • Partner
        • Partner, Deputy Chair, Corporate; Co-Chair, Equity Capital Markets and Public Companies
        • New York
        • tlenson@kramerlevin.com
        • T 212.715.9216
        • F 212.715.8216
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    • Mergers and Acquisitions
    • Equity Capital Markets
    • Corporate Governance
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    • Leveraged Finance
    • Securities and Shareholder Litigation
    • White Collar Defense and Government Investigations
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