Jim Harrigan is a seasoned regulatory and corporate practitioner primarily focused on the US federal securities laws and equity-linked derivative transactions. Jim regularly represents public and private corporate issuers, investment banks, hedge funds, private equity funds, investment advisers, and broker-dealers on a broad range of regulatory and transactional matters including public and private offerings of equity and debt, derivative and structured products and financings, and disclosure matters and corporate governance.
Jim regularly advises on the application of the Securities Act, the Securities Exchange Act (particularly Section 13(d) and Section 16), the Commodities Exchange Act, the Investment Company Act, the Investment Advisors Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the JOBS Act, state “blue sky” laws, and the rules of the Financial Industry Regulatory Authority.
As a member of the firm’s Fintech Group, Jim has also advised extensively on securities and commodities laws issues in the context of blockchain technologies, cryptocurrencies, and digital assets, working closely with emerging financial and technology companies, digital asset issuers, intermediaries, and exchanges.
Jim regularly advises on complex matters involving:
- Beneficial ownership and other reporting requirements pursuant to Section 13 and Section 16 of the Exchange Act, including advising officers, directors and significant stockholders on all aspects of compliance, with particular expertise evaluating Section 13(d) reporting “groups” and specific disclosure issues under Section 13(d), relevant exemptions, and structuring complex transactions to avoid short-swing profit disgorgement under Section 16(b), as well as preparing Schedules 13D and 13G, Forms 13F and 13H, and Forms 3, 4, and 5.
- Section 5 of the Securities Act, including all aspects of registration with the SEC and exemptions from registration, including Rules 144 and 145, particularly complex questions involving statutory affiliates and holders of restricted or control securities such as officers and directors, significant stockholders, pooled investment vehicles, sovereign wealth funds, SPACs and related targets, and counterparties to equity-linked derivatives.
- Regulation S under the Securities Act and jurisdictional questions under the Securities Act, Exchange Age and Commodities Exchange Act, including offshore structures for digital asset issuers, intermediaries, and exchanges.
- Complex equity-linked and other derivative transactions and structured products and financings, including ISDA and related documentation, convertible bond issuances including call spread and capped call overlays, open market and structured issuer repurchases, forward and option based hedging transactions, and margin loan transactions involving affiliates and restricted securities collateral.
- Registration of classes of securities with the SEC under Section 12 of the Exchange Act and related public company disclosure matters, compliance with the corporate governance standards of the national securities exchanges, state law, and current best practices.
- Broker-dealer registration and compliance with Exchange Act and FINRA rules and regulations, including compliance with FINRA regulation of underwriting compensation and conflicts of interest.
- Investment Adviser registration and exempt reporting and compliance with the Investment Advisers Act.