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 Davis Graham 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 Davis Graham 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 day‐to‐day flexibility.
Davis Graham 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.
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.
- DGS represented PDC Energy, Inc. (NASDAQ: PDCE) in its $1,400,000,000 acquisition of Great Western Petroleum, LLC:
- https://www.sec.gov/Archives/edgar/data/77877/000007787722000048/ex991pressrelease.htm
- DGS represented GTY Technology Holdings Inc. (NASDAQ: GTYH) in its acquisition by GI Partners:
- https://www.businesswire.com/news/home/20220429005162/en/GTY-Technology-Holdings-Inc.-Enters-Agreement-to-be-Acquired-by-GI-Partners
- DGS represented ServiceSource International, Inc. (NASDAQ: SREV) in its acquisition by Concentrix Corporation (NASDAQ: CNXC) in an all-cash transaction valued at approximately $131,000,000:
- https://www.sec.gov/Archives/edgar/data/1803599/000180359922000092/a05-09x228xkexhibit991.htm
- DGS served as PDC Energy, Inc.’s (NASDAQ: PDCE) counsel in its securities filings and disclosure for its $1,700,000,000 merger with SRC Energy Inc.: https://www.sec.gov/Archives/edgar/data/77877/000104746919005445/a2239744zs-4.htm
- DGS represented Newmont Goldcorp Corporation in the negotiation, design, and implementation of a historic joint venture between Newmont and Barrick Gold Corporation. The joint venture created Nevada Gold Mines LLC, the world’s third largest gold mining company: https://www.sec.gov/Archives/edgar/data/1164727/000110465919014293/a19-4981_128k.htm
- DGS represented Kinross Gold Corporation and its subsidiaries in the acquisition of a 70% interest in the high-quality Peak Gold project in Alaska from Royal Gold, Inc. and Contango ORE, Inc. for total cash consideration of $93,700,000. Kinross Gold Corporation has broad authority to construct and operate the Peak Gold project, with Contango retaining a 30% non-operating minority interest: https://www.sec.gov/Archives/edgar/data/1502377/000115752320001290/a52300181.htm
In addition, Davis Graham represented a sponsor in a recent SPAC IPO and the firm has represented private company investors in several multi-billion-dollar de-SPAC transactions.
- DGS represented Accretion Acquisition Corp., a newly formed SPAC focused on identifying a transaction in the energy industry value chain, in connection with their $180 million IPO: https://www.sec.gov/Archives/edgar/data/1855555/000110465921107650/tm2112488-4_drsa.htm
