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Public Companies & Capital Markets

Davis Graham & Stubbs LLP has long been recognized as the leading securities and capital markets law firm in Denver. We represent publicly traded companies in a wide range of complex matters, including:

  • Equity offerings, including IPOs, follow-on and secondary offerings and at-the-market offerings
  • Public and private notes offerings
  • Debt restructurings
  • Mergers and acquisitions
  • Tender and exchange offers
  • Cross-border offerings
  • Proxy contests and shareholder activism
  • Hostile takeover preparedness and defense

Our team of specialists collaborates closely with other DGS attorneys in our tax and executive compensation groups to provide clients with optimal transaction structures and ways to achieve corporate financing and M&A goals.

We regularly counsel issuers and other market participants on the offering structures and regulatory issues involved in their capital raising transactions. Our securities regulation and capital markets team offers world-class guidance on disclosure, corporate governance, and structuring issues.

To keep our clients up to date on the changing landscape of capital markets rules and regulations, we regularly publish updates to our clients on recent trends and changes and host the annual DGS Public Company Update to cover developments in areas ranging from corporate governance and disclosure to enforcement and compliance.

Corporate Governance & SEC Periodic Reporting

We work closely with public companies as well as boards of directors and senior management to ensure compliance with ongoing SEC reporting obligations and stock exchange rules. We also advise companies in connection with fiduciary duties and shareholder relations issues.

Our team is well acquainted with the complex factors relevant to public company boards, audit committees, compensation committees, governance committees, and executive officers, and other challenges public companies face. We counsel our clients on new SEC rules, changing proxy advisory service policies and other corporate governance initiatives that apply to public companies.

We advise public company directors and executive officers regarding their personal liability under the securities laws, including the focus on securities regulations specifically targeted at the trading activities of directors, officers, and major shareholders. We prepare, in consultation with our clients, disclosure and insider trading policies that minimize legal risk while maximizing dayโ€toโ€day flexibility.

DGS also works with clients to structure and administer equity compensation plans in compliance with federal and state securities and tax laws. We have expertise designing employee benefit plans, including employee stock purchase programs that comply with complex regulatory requirements such as those imposed by ERISA.

Representative Experience

Selected Ongoing Representations

  • Dakota Gold Corp. (NYSE American: DC)
  • DMC Global Inc. (NASDAQ: BOOM)
  • Gold Resource Corporation (NYSE American: GORO)
  • Golden Minerals Company (NYSE American: AUMN)
  • Mesa Laboratories, Inc. (NASDAQ: MLAB)
  • Rare Element Resources Ltd.
  • Silver Bull Resources, Inc.
  • Summit Materials, Inc. (NYSE: SUM)
  • Tellurian Inc. (NYSE American: TELL)
  • TTEC Holdings, Inc. (NASDAQ:TTEC)
  • UR-Energy Inc. (NYSE American: URG and TSX: URE)
  • US Gold Corp. (NASDAQ: USAU)

Representative M&A Transactions

DGS has worked on notable acquisitions involving public companies across industries. Set forth below are several examples demonstrating our experience and potential to serve clients in this area.

In addition, DGS represented a sponsor in a recent SPAC IPO and the firm has represented private company investors in several multi-billion-dollar de-SPAC transactions.

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News & Events

SEC/SRO Update August 2023

SEC/SRO Update: SEC Adopts Amendments to Enhance Private Fund Reporting; SEC Brings Fraud Charges Against Trump-Related SPAC; SEC Charges Operator...

SEC Update April 2023

SEC/SRO Update: SEC Brings Enforcement Action For Undisclosed CEO Perks; DOJ And SEC Charge Executive With Insider Trading And Misuse...

SEC Update December 2022

SEC/SRO Update: DOJ Obtains First Criminal Sherman Act Monopolization Conviction in Decades; SEC Proposes New Oversight Requirements for Certain Services...

2023 DGS Public Company Update

Please join DGS and your public company peers for our annual update. Discussions will cover a range of topics, including...

SEC Update April 2022

SEC/SRO Update: SEC Proposes Cybersecurity Rules; SEC Proposes Short Sale Disclosure Rule; SEC Proposes Cybersecurity Risk Management Rules and Amendments...

December 2021 SEC/SRO Update

SEC/SRO UPDATE: DOJ Focuses on Cryptocurrency Enforcement; SEC Staff Releases Report on Equity and Options Market Structure Conditions in Early...

2022 Public Company Update Seminar

Please join DGS and your public company peers for our annual update. Discussions will cover a range of topics, including...

August 2021 SEC/SRO Update

"SEC/SRO Update: NYSE Publishes "Best Practices" Guide for Sustainability Reporting; Delaware Court Denies Motion to Dismiss Challenge to Merger Suit...

June 2020 SEC/SRO Update

SEC Adopts Amendments to Reduce Unnecessary Burdens on Smaller Issuers by More Appropriately Tailoring the Accelerated and Large Accelerated Filer...

December 2018 SEC Update

OCIE Releases Examination Initiatives for Registered Investment Companies; OCIE Issues Risk Alert Related to the Cash Solicitation Rule for Investment...

October 2018 SEC Update

SEC Chairman Wants More Individuals to Invest in Private Companies; SEC Awards More Than $54 Million to 2 Whistleblowers; Elad...

Public Companies New Rule Change and Corporate Governance Update

NASDAQ is adopting a rule applicable to its listed companies that will require those companies to publicly disclose compensation or...

SEC Issues New Guidance on Non-GAAP Financial Measures

On May 17, 2016, in an attempt to rein in non-GAAP reporting by public companies, the Securities and Exchange Commission...

What's Market? ABA 2015 Private Target Deal Points Study: Selected Highlights

The American Bar Association recently published its 2015 Private Target Deal Points Study, a survey of publicly available M&A transactions...

2016 DGS Public Company Update

Please join Davis Graham & Stubbs LLP, Tom McGimpsey of Advanced Energy Industries, David Harkin of J.P. Morgan Investment Banking...

Crunch Time - Leverage, Liquidity, and M&A Issues for Upstream Energy Companies in the Second Half of 2015

When oil prices fell precipitously in the second half of 2014, many predicted that the resulting financial pressures on U.S...

Avoiding Liability in Public Securities Offerings: The Lesson of Omnicare

On March 24, 2015, the U.S. Supreme Court decided Omnicare v. Laborers District Council Construction Industry Pension Fund, a case...

Viewpoint: Can the oil and gas task force lead Colorado to the pennant?

It was unrealistic to expect the oil and gas task force to resolve the recent controversy over state and local...

Recent Cases Create Hurdles to Corporate Debt Restructuring

SEC Eases Debt Tender Offer Procedures Two recent cases from the Southern District of New York may undermine the ability...

2015 DGS Public Company Update

Presentation Materials.

Recent Trends in SEC Comments Issued to Publicly Traded Restaurant Companies

We are now at the point in the calendar-year reporting cycle when most companies are about to commence Annual Report...

Here We Go Again - Key Legal Issues for Upstream Energy Companies Raised by Recent Declines in Oil Prices

After a period of relative stability, volatility in global oil prices has returned with a vengeance in recent weeks. Slow...

SEC Mass Enforcement Sweep Charges Officers, Directors, Major Shareholders, and Companies with Violating Rules Requiring Prompt Reporting of Transactions and Holdings

Highlights SEC's Growing Ability to Employ Automated Big Data Analysis to Detect Certain Misconduct The Securities and Exchange Commission announced...

Securities Law Update - Public E&P Companies

Recent trends in SEC comments issued to oil and gas companies, and an enforcement action against one such company, illustrate...

42 DGS Attorneys Named Best Lawyersยฎ

DENVER โ€“ AUGUST 15, 2013 โ€“ Forty-two Davis Graham & Stubbs LLP attorneys were named Best Lawyersยฎ by publisher Woodward/White...

SEC Approves General Solicitation and Advertising for Accredited Investor-Only Securities Offerings: Excludes

On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that...

Court Strikes SEC Rule Requiring Disclosure by Resource Companies of Payments to Governments

On July 2, 2013, the U.S. District Court for the District of Columbia vacated the rule adopted by the Securities...

2013 DGS Public Company Update

Please join DGS and your public company peers for our 7th annual event. Attendees will get an in-depth look at...

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