Main Practice Contacts

Michael M. Boone
+1 214.651.5552

William B. Nelson
+1 713.547.2084

Gregory R. Samuel
+1 214.651.5645

Janice V. Sharry
+1 214.651.5562

George G. Young III
+1 713.547.2081

In the News

New Additions to Haynes and Boone Shanghai and Houston Offices Create Critical Mass for Cross-Border Greater China Legal Work

SHANGHAI and HOUSTON – Haynes and Boone, LLP continues expanding the legal resources available to clients involved in Greater China cross-border transactions with the addition of a six-member team, including two seasoned partners – one in Shanghai and the other in Houston.

Joining Partner Liza Mark in Shanghai and Partner Yan Zhang, who splits time between Shanghai and Palo Alto, the firm welcomes new Shanghai office Partner Louis Meng and new Houston-based Partner Frank S. Wu. >>

Haynes and Boone Partner Liza Mark Featured as Speaker for Inaugural China America Legal Forum

SHANGHAI – Haynes and Boone, LLP Partner Liza Mark recently discussed the strategic considerations Chinese companies should think about when accessing the U.S. capital markets at the inaugural China America Legal Forum: Law and Economy Management of Legal Risk for International Business, a conference offering insight into the business and legal cultural differences between the U.S. and China.

Mark was joined on her panel by the general counsel of the China National Aviation Holding Company (Air China) and the legal director of the Shanghai Aerospace Industry (Group) Co. At the forum, Mark met Chinese corporate leaders and experts in the legal field, exchanged ideas and shared experiences on the international legal risk for Chinese companies going abroad. >>

Recent Publications

HSR Update: Annual Jurisdictional Thresholds Revisions Effective February 20, 2015 and Tips for Avoiding HSR Violations

The jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) will increase February 20, 2015 and will apply to any transaction closing on or after that date. >>

Bloomberg BNA Securities Regulation & Law Report: The Impact of Chinese State Secrecy Laws on Foreign-Listed Companies

Foreign listed China-based companies and multinationals with significant operations in China should take note of the conflict involving the audit work papers underlying the financial statements of Chinabased companies listed overseas and China’s State Secrecy Laws. >>

SEC Provides New Guidance for Accredited Investor Verification under Regulation D

The Securities and Exchange Commission (the “SEC”) recently published six new Compliance and Disclosure Interpretations (“C&DIs”) related to the verification process for accredited investors under Rule 506(c) of Regulation D. >>

Corporate Counsel Guest Article: The Offer: What Small-Cap Issuers Need to Know

U.S. securities laws tightly regulate communications in connection with securities transactions, and tough questions can arise about what communications are acceptable. In particular, the communications that concern public companies and the securities law practitioners who advise them are “offers.” >>

Capital Markets and Securities

Haynes and Boone began as a firm focused on corporate securities in 1970 and we have maintained this focus. Today we have 84 lawyers in our Capital Markets and Securities Practice Group. We are securities counsel to more than 70 public companies ranging in size from small cap companies to large cap multi-national business entities. We represent clients traded on all of the major U.S. securities exchanges, as well as the OTCBB and “pink sheets” and many foreign markets such as the London Stock Exchange Alternate Investment Market (AIM), and the Toronto Stock Exchange. While we represent clients in a broad range of industries, we have significant experience in the energy, banking, technology, manufacturing, financial, hospitality and transportation industries. We also represent investment banks as underwriters and placement agents in capital markets transactions.

Capital Markets

We have represented clients in all types of capital markets transactions, including:

  • Initial public offerings
  • Follow-on public equity and debt offerings
  • Rule 144A high yield, investment grade and convertible debt offerings for both public and private companies
  • Shelf registration statements and takedowns
  • Secondary offerings
  • Rights offerings
  • Registered direct offerings
  • Private placements
  • Exchange offers
  • Cash and debt tender offers
  • Consent solicitations
  • PIPE transactions
  • Offerings on the AIM, under the Multi-Jurisdictional Disclosure System with Canada, and other international transactions
  • Structured products and hybrid securities
  • MLP structured transactions

Please see “Representative Experience” for a summary of recent transactions we have handled for our clients.

Periodic Reporting and Compliance

Through our role as outside securities counsel and the experience that several of our lawyers have gained with having formerly worked for the SEC, we have developed considerable in-depth and up-to-date experience in representing clients in their periodic reporting, public disclosure and Securities Exchange Act compliance issues. We regularly counsel our clients on the following issues:

  • Annual, quarterly and other periodic reports
  • Proxy statements and shareholder proposals
  • Press releases and analyst presentations
  • Responses to SEC comment letters
  • Sections 13 and 16 reporting and compliance
  • Initial and continued listing standards of the securities exchanges

We have represented clients in complex issues dealing with acquired company financial statements, restatements of financial statements, and shareholder proposals.

Corporate Governance

We advise boards of directors, audit committees, compensation committees, and committees of independent directors, on a broad range of governance and transactional matters as wells as “best practices” to meet the high standards expected of members of a public company board of directors. Our public company board representation includes advice on:

  • Director fiduciary duties, including conflict of interest transactions, going private transactions, proxy contest and other merger and acquisition transactions
  • Board and committee structure
  • Governance programs and policies
  • Implementing compensation programs and agreements
  • Sarbanes-Oxley and the Dodd-Frank Act compliance
  • Internal and external investigations
  • Structure and fairness of MBO, LBO and other major corporate transactions