Nyemaster Goode, P.C.

Corporate Finance, Venture Capital, and Securities

Public and Private

Our Practice:

Nyemaster Goode’s Corporate Finance, Venture Capital, and Securities practice covers all facets of the capital formation process and the regulation of publicly held companies and others involved in the securities industry. Our attorneys have experience in all aspects of capital formation, whether issuing debt or equity securities through public offerings registered with the Securities and Exchange Commission or through private placements structured to comply with Regulation D and applicable state law registration exemptions. We also advise clients regarding ongoing compliance with various federal and state securities laws, including the preparation of periodic reports, share buybacks, odd lot programs, statements of beneficial ownership, and proxy statements. In addition, our attorneys counsel clients whose businesses are subject to regulation under federal and state laws affecting investment companies, investment advisors and broker/dealers and with respect to the numerous requirements imposed by the recently revised NYSE and NASDAQ listing standards.

Our Experience:

$300 million shelf registration filed with the SEC including common stock, preferred stock and debt securities of insurance holding company and Trust Originated Preferred Securities (TOPrS) for related trust (counsel for issuer).

$300 million sale of public senior notes for publicly held insurance holding company (counsel for issuer).

$150 million sale of public preferred stock of publicly held insurance holding company (counsel for issuer).

$100 million biodiesel private equity financing (counsel for issuer).

$75 million registered public offering for publicly traded insurance company (counsel for issuer).

Represent insurance holding company in $50 million capital securities offering (counsel for issuer).

Represent publicly held insurance holding company in connection with corporate and securities matters, including counseling on Sarbanes-Oxley and audit committee issues.

Represented mutual insurance company in demutualization and related securities transactions.

Represent publicly held bank holding company on corporate and securities matters, including counseling on Sarbanes-Oxley matters.

Represent promoter of agricultural and livestock-related businesses in connection with organizational and financing matters, including private placements of debt and equity securities totaling approximately $50 million.

Represent trucking, warehouse, and logistics firm in connection with equity investment by private equity fund and subsequent acquisitions throughout the United States.

Represented privately held corporation through four rounds of private placement of preferred stock raising $2.8 million in capital.

Represented developers in private placements raising capital for golf clubs and resorts.

Represent health insurance company in several private equity investments in preferred and common stock.

Represent start-up grocery enterprise in connection with initial round of private equity financing.

Represent real estate developer in securities aspects of selling limited partnership interests in connection with tax credit development project.

Recent examples of other private placements include companies involved in agriculture, ethanol production, insurance, health care, banking, gaming, real estate development, and high technology.

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