Corporate & Securities Practice
Private Practice in Corporate & Securities Matters • 1983-2013
Rorke played a significant role in over $350 million of successful hotel and other real estate syndications during the mid-1980s. He developed and maintained a system for “blue sky” clearance in 45+ states for private placements that was adopted and used by four other major law firms. Rorke managed securities disclosure and compliance for public and private offerings of real estate limited partnership interests and corporate equity and debt securities, as well as reporting and compliance work for corporate clients, and M&A transactions. He handled client relations, underwriting arrangements, syndication, due diligence, drafting registration statements and prospectuses, SEC, NASD/FINRA and state filings, legal support for audit and accounting matters, exchange listings, and obtaining corporate or other managing board approvals for all transactions. He developed and managed systems and processes for Exchange Act compliance, annual audit and reporting, annual meetings and proxy statements. Rorke also handled problematic disclosure issues, press releases, and general corporate matters.
More recent matters included assisting two corporate clients in refinancing their primary bank lines, one of which involved retirement of three public registered bond issues funded through a new private placement. Other significant matters included filing an S-1 registration for a PIPE transaction, responding to SEC staff comments on a foreign issuer’s Form 20F annual report, and completing three private placements for Arizona-based companies, including one that was sold through Toronto-based investment banks.