Patricia Peterson’s practice focuses primarily on securities, lending transactions, and mergers and acquisitions.
Ms. Peterson has been lead counsel in connection with public and private offerings of debt and equity securities, primarily as counsel to issuers. She has participated in offerings of companies involved in the oil and gas, mining, coal, communications, water, restaurant, and health care industries, and her experience includes transactions involving special purpose acquisition companies. She has extensive experience in drafting public indentures and coordinating the issuance and trading of debt securities with trustees, stock exchanges, and other intermediaries. Her securities experience also includes compliance with a broad array of securities filing requirements and regulations.
She has served as company counsel in secured and unsecured term and revolving loan borrowings, including borrowing transactions involving master limited partnerships and Native American tribes, as well as borrowing by distressed companies. She has led loan transactions involving acquisition financing on both a senior and subordinated basis.
In the acquisition area, Ms. Peterson has acted as counsel to sellers and buyers in stock and asset acquisitions, going private, reorganization, and spin-off transactions, and has participated in acquisitions effected through tender offer, purchases of assets out of bankruptcy and tax credit transactions. She also has extensive experience in advising boards of directors, including special committees charged with review of insider buy-out proposals and shareholder derivative complaints.
Ms. Peterson practiced in the Finance & Acquisitions Group of Davis Graham & Stubbs LLP from 1979 to 1984, and again from September 1989 to the present, and in the corporate department of a major New York law firm from 1985 to June 1989.
Ms. Peterson is a member of the Corporate, Banking, and Business Law Section of the American Bar Association, and a member of the Securities Law Section of the Colorado Bar Association. She has been named in The Best Lawyers in America® in Corporate Law and Securities/Capital Markets Law.
New York University, LL.M., 1985
University of Colorado, J.D., Order of the Coif, 1979
Lake Forest College, B.A., Phi Beta Kappa, 1970
SEC Eases Debt Tender Offer Procedures
Two recent cases from the Southern District of New York may undermine the ability of companies with debt subject to the Trust Indenture Act (TIA) to engage in bondholder-approved restructuring of that debt, and create uncertainty as to the issuance of new TIA-qualified debt.
On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that will dramatically affect the landscape for unregistered securities offerings in the United States. These new rules authorize the use of general advertising and general solicitation methods in accredited investor-only offerings under the newly amended Rule 506. Historically, securities offerings that were not registered with the SEC were uniformly described as "private offerings," because that was their common identifying feature – the securities could not be publicly offered. With the adoption of new Rule 506(c), that common understanding has been eliminated.
On July 2, 2013, the U.S. District Court for the District of Columbia vacated the rule adopted by the Securities and Exchange Commission implementing the statutory provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act mandating disclosure by oil and gas and mining companies of payments to certain governments. The regulation required disclosure on a new Form SD for fiscal years ending after September 30, 2013. The matter was remanded back to the SEC to draft a new rule more consistent with the statutory intent.
Forty-five DGS attorneys were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide recognizing legal excellence.
On December 21, 2011, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules implementing Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Section 1503 of Dodd-Frank, which has been effective since July 2010, requires public companies that are operators, or that have a subsidiary that is an operator, of a coal or other mine located in the U.S. to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities at these mines. The final rules adopted by the SEC incorporate these disclosure requirements into the disclosure rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and clarify their scope and application, but do not expand the required disclosure beyond the requirements set forth in Section 1503 of Dodd-Frank. The final rules were published in the Federal Register on December 28, 2011 and have an effective date of January 27, 2012.
An amendment to the shareholder proposal rule (Exchange Act Rule 14a-8) became effective today upon publication in the Federal Register of the notice of the Securities and Exchange Commission ("SEC") regarding "Facilitating Shareholder Director Nominations."
Thirty-eight DGS attorneys, including nearly half of the firm’s partners, were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide to legal excellence. The 2012 edition of The Best Lawyers in America is based on a peer-review survey in which more than 39,000 leading attorneys comment on the legal abilities of other lawyers in their practice areas. Corporate Counsel magazine has called Best Lawyers® “the most respected referral list of attorneys in practice.”
The newly announced, 2011 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first in Colorado-based law practices for corporate governance and compliance law, environmental law, mergers and acquisitions law, natural resources law, oil and gas law and securities law. This year Best Lawyers recognizes 36 DGS attorneys, including 13 who have been named to the list for at least 10 years. Nearly half (46 percent) of DGS partners are recognized in the definitive guide to legal excellence, in addition to several attorneys of counsel to the firm. Best Lawyers is a peer-review survey of more than 39,000 in-house counsels and private practice attorneys.
Davis Graham & Stubbs LLP, where nearly a third of the firm’s partners are women, ranked 2nd in a nationwide survey of law firms conducted by Law 360 that focused on firms with the highest concentration of women partners. DGS partner Patricia Peterson commented in a related article, Top Firms For Women Invest For The Long Haul.
The 2010 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first in Colorado-based attorneys practicing in the areas of commercial litigation, corporate governance and compliance law, environmental law, natural resources law, oil & gas law and securities law.
Davis Graham & Stubbs LLP, with 31 attorneys practicing in 30 fields, ranks first in Colorado in the 2009 edition of Best Lawyers in America for the practice areas of corporate and securities law and commercial litigation as well as energy, environmental, natural resources and oil and gas law. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by two, and includes nearly half of the firm’s partners.
Davis Graham & Stubbs – with 29 attorneys practicing in 30 fields – ranks first in Colorado-based attorneys listed in the 2008 edition of Best Lawyers in America for the practice areas of commercial litigation, natural resources, environmental law and corporate governance and compliance law. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by three, and includes half of the firm’s partners. The book, targeted for in-house counsel, is to be published in December 2007.
Twenty-six Davis Graham & Stubbs attorneys practicing in 28 fields will be recognized in the 2007 edition of The Best Lawyers in America. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by five this year, and represents more than 40% of DGS partners overall. DGS ranks first in the number of Colorado-based attorneys listed by the 2007 edition of Best Lawyers in the Commercial Litigation, Natural Resources, Environmental Law, Securities Law and Corporate Governance and Compliance Law practice areas.
In recent weeks, there have been a flurry of laws, proposed regulations, and administrative orders relating to certifications by chief executive officers and chief financial officers of public companies of periodic reports under the Securities Exchange Act of 1934.
Insider Trading and Reporting
Until recently, the ability of public company insiders, such as directors and officers, to purchase and sell company securities has been governed by a patchwork of company-imposed trading windows, unanticipated blackout periods, and underwriter contractual "lock up" agreements. Directors and officers who seek liquidity and asset diversification in this environment can experience difficulty in achieving their financial objectives.