transactions

  • BrandMuscle, Inc.
  • Aquisition of Saepio Technologies, Inc.
  • Abbey Landmark
  • Sale of The Landmark Center, Boston, MA
  • Boston Celtics
  • Develpment of new practice facility, Boston, MA

Securities

Overview

Our Securities practice includes both securities offerings and ongoing securities law compliance.

Public Offerings

Posternak attorneys have guided many companies through the public offering process, ranging from technology IPOs to bond offerings by mature manufacturing and service companies.  We have also represented underwriters, financial advisors, company founders and institutional investors, always bringing to bear the same combination of SEC know-how, capital markets experience, and practical business sense.

Private Placements

We regularly represent companies, investment funds, venture capital firms and investors in successful private equity financings, including seed, angel, venture capital and institutional private placements.

Securities Compliance

We assist public companies and their officers and directors in negotiating the increasingly complex challenges posed by the securities laws, the SEC, stock exchanges, analysts and the media.  These include corporate governance, director duties and responsibilities, disclosure obligations, periodic reporting, insider stock transactions and executive compensations issues.  Our combination of expertise and efficiency make Posternak an especially good value proposition for small-cap and mid-cap companies.

Representative matters

  • For The Holmes Group, Inc. – a successful $400+ million tender offer and financing transaction to acquire The Rival Company.
  • For the founder and principal stockholder of Bertucci’s, Inc. – the negotiation of a going-private merger transaction followed by a subsequent sale to an unsolicited bidder by tender offer.
  • For National Dentex Corporation, a NASDAQ listed operator of dental laboratories - the initial public offering of its common stock, ongoing merger and acquisition work, advice on corporate disclosure, insider trading issues and stock plan administration and eventual sale to PE firm.
  • For Park Street Capital – private placements in connection with their “funds-of-funds” programs - a series of over $2 billion of private equity funds formed to invest in venture capital and buyout funds.
  • For UNICCO Service Company and The Holmes Group, Inc. - $100+ million offerings of high-yield bonds under Rule 144A and subsequent SEC exchange offers.
  • For iParty Corp. – an NYSE Amex listed party goods retailer, ongoing general counsel services, including compliance with and filings under federal securities laws, an institutional PIPE financing followed by SEC registration, and eventual merger with PE backed strategic buyer.
  • For Radian Group, Inc. – an NYSE-listed financial services company, stock plan design and administration, executive compensation disclosure and insider transactions.
  • For Microfluidics International Corporation – an OTCBB company, compliance with and filings under federal securities laws and other general counsel strategies and financing related services.
  • For various private companies, merger transactions with publicly registered acquirers, involving receipt of public securities and follow on registrations or registration rights.
  • For numerous companies – we advise management, the Board of Directors and institutional shareholders concerning their obligations under the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, and the many SEC rules and regulations implementing them.
     

Our experience includes:
Transactions
Initial public offerings
Private placements
Exchange offers
Going private

Compliance
SEC reporting
Corporate governance
Insider trading
Public disclosure
Executive compensation

Professionals

Michael Andresino

Partner617.973.6113 fax 617.722.4901mandresino@pbl.com

David Barbash

Partner617.973.6298 fax 617.722.4968dbarbash@pbl.com

Thomas Brennan

Partner617.973.6197 fax 617.722.4970tbrennan@pbl.com

Publications

Preparing for the Public Markets: a Pre-IPO Event

Michael Andresino, October 26, 2017

The Trump Administration and Compensation: How the New Administration Seeks to Change the Rules

National Association of Stock Plan Professionals, Michael Andresino, June 14, 2017

Staples' Acquisition of Office Depot

WRKO Radio, Michael Andresino, February 5, 2015

Experts Mixed on Whether Government Will Let Staples Buy Office Depot

Boston Business Journal, Michael Andresino, February 5, 2015

Michael L. Andresino to Speak at NASPP Annual Conference

NASPP Annual Conference, Michael Andresino, July 30, 2014

Twitter's IPO

WRKO, David Barbash, October 10, 2013

Proposed Pay Ratio Disclosure

Thomas Brennan, October 9, 2013

Michael L. Andresino to Speak at 2013 NASPP Annual Conference

NASPP Annual Conference, Michael Andresino, September 5, 2013

Is Your Company Ready to Go Public?

Intuit Small Business Blog, Thomas Brennan, January 3, 2013

Private Equity Firms Unlikely To Sweat SEC Payout Scrutiny

Law 360, Thomas Brennan, September 21, 2012

Advertising Your Private Placement

Michael Andresino, September 19, 2012

Massachusetts Secretary of State probes Facebook

NECN, David Barbash, May 24, 2012

Investors Suing Facebook

WRKO, David Barbash, May 24, 2012

SEC Introduces Electronic Filing of Form D

Michael Andresino, October 30, 2008

Insider Trading: A New Epidemic?

Michael Andresino, October 1, 2007

The SEC's New Executive Compensation Disclosure Rules

Michael Andresino, September 1, 2006

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