Thomas Hanley advises public and private companies on corporate and securities law issues, including capital-raising transactions, mergers and acquisitions, corporate governance, SEC compliance and corporate litigation.
Mr. Hanley regularly advises executive management, in-house counsel, boards of directors and board committees, and investors on stock exchange compliance, shareholder relations, takeover defense, proxy contests/contested elections and state law fiduciary duty issues. Mr. Hanley also negotiates and structures equity and debt financings, mergers and acquisitions, joint ventures and other significant corporate transactions on behalf of public and private company clients.
In addition, Mr. Hanley counsels clients regarding securities and state law fiduciary duty-based litigation and regulatory agency enforcement actions, including shareholder lawsuits, fraud-based claims and SEC investigations. He serves as a primary liaison between public company clients and SEC, NYSE and Nasdaq staffs on disclosure, governance, listing qualifications and interpretive issues.
Some of his representative experience includes:
- serving as IPO and public offering/private placement lead counsel on equity and debt offerings ranging from $10 million to $1.2 billion
- handling public and private offerings, including IPOs, follow-on and secondary offerings, PIPEs, convertible securities offerings, Rule 144A and Regulation S/offshore offerings
- serving as issuer’s counsel in connection with more than $7.5 billion in equity and debt offerings
- serving as the lead acquirer’s or seller’s counsel in M&A transactions ranging from $15 million to $8 billion
- representing clients in a variety of industries, including information technology, life sciences, energy, consulting, transportation, telecommunications and media and entertainment
- handling a broad range of acquisition structures, including statutory mergers, stock and assets purchases, exchange offers, tender offers and going-private transactions
- $1.3 billion underwritten secondary offering for an information technology company
- $1.1 billion IPO for an information technology company
- $330 million IPO for a specialty retailer
- $272 million underwritten shelf takedown offering for a life sciences company
- $225 million underwritten follow-on public offering of common stock for a Class I railroad
- $43 million underwritten follow-on public offering of common stock for a REIT
- $300 million rule 144A offering of Senior Notes for the Mexican subsidiary of a U.S. railroad holding company
- $75 million at-the-market and registered direct stock offering for a Class I railroad
- $200 million Rule 144A offering of Senior Notes for the Mexican subsidiary of a U.S. railroad holding company
- $190 million Senior Notes offering for a Class I railroad
- $250 million convertible notes offering for a life sciences company
- $38 million IPO for a life sciences company
- $24 million follow-on offering for a specialty chemicals company
Mergers & Acquisitions
- $8.1 billion, $400 million, $175 million, $90 million, $38 million and $30 million acquisitions of publicly held information technology companies by global public companies
- $49 million acquisition of a leading intelligent energy management company by a private equity firm
- $38 million “going private” acquisition of a public digital media company by its majority stockholder
- $400 million acquisition of a publicly held banking corporation by a leading financial services company
- $490 million acquisition of a publicly held professional services company by a global professional services company
Mr. Hanley has authored numerous articles on issues and trends in securities law and corporate governance. He has also appeared as a panelist and moderated several programs focusing on developments in securities and corporate law, including programs sponsored by the Association of Corporate Counsel, American Bar Association and the District of Columbia Bar, and in graduate and executive education programs at the University of Virginia’s Darden Graduate School of Business, the Institute for U.S. Law and UCLA’s Anderson School of Management.
Prior to joining Stradley Ronon, Mr. Hanley was a partner at another prominent Washington, D.C. law firm. Mr. Hanley began his legal career at the SEC, where he served as an attorney in the Division of Corporation Finance.