In the News

NY Partner Rick Werner Joins Client Alliqua at NASDAQ Opening Bell Ringing

NEW YORK – Haynes and Boone, LLP Partner Rick Werner joined representatives of client Alliqua, Inc., a provider of advanced wound care solutions, at the NASDAQ MarketSite in Times Square to ring the Feb. 24 opening bell.

Werner took the stage along with a group of Alliqua’s leaders, including Chief Executive Officer David Johnson and Chief Financial Officer Brian Posner. >>

Haynes and Boone NY Lawyer Joins Client Pioneer Power Solutions at NASDAQ Bell Ringing

NEW YORK – Haynes and Boone, LLP Partner Rick Werner joined representatives of client Pioneer Power Solutions at the NASDAQ MarketSite in Times Square to ring the closing bell on Nov. 19.

Werner took the stage along with a Pioneer contingent led by chairman and CEO Nathan Mazurek and CFO Andrew Minkow. >>



Rick A. Werner

Partner

New York


30 Rockefeller Plaza
26th Floor
New York, 10112
T +1 212.659.4974
F +1 212.884.8234

Áreas de Practica

Educación

  • J.D., University of California, Los Angeles School of Law, 2000
  • B.A., Dartmouth College, 1997

Bar Admissions

  • California
  • New York
Rick A. Werner

Rick A. Werner is a partner in the New York office of Haynes and Boone, LLP. Rick represents issuers and investors in a wide range of corporate transactions that includes securities offerings, venture capital financings and other forms of private equity investment, mergers and acquisitions, joint ventures, recapitalizations and spin-outs. Rick also advises clients on general corporate, securities compliance and reporting matters.

Rick's experience with public and private securities offerings includes initial and secondary offerings of equity and convertible securities, Rule 144A offerings, rights offerings and shelf registrations. He represents buyers and sellers in mergers, tender offers and asset and stock transactions. Rick also works on alternative financing transactions such as reverse-mergers, registered direct offerings and private investments in public equity (PIPEs). He has substantial experience with investment funds, and regularly advises hedge funds, venture capital funds, industry sector funds and arbitrage funds on matters ranging from fund formation, organizational structuring, and regulatory compliance to individual transaction representation, restructurings and asset management.

Select Client Representations

  • Represented an Israel-based medical device company in:
    • a $25 million underwritten public offering and NYSE MKT listing;
    • a reverse merger and concurrent $11 million PIPE financing;
    • an $11 million convertible debt financing; and
    • a $10 million venture debt financing.
  • Represented a hospitality and gaming enterprise in three transactions totaling $300 million:
    • a $220 million multi-party series of "roll up" acquisitions;
    • a $65 million Rule 144A offering; and
    • a $15 million PIPE financing.
  • Represented a provider of business and financial data in its $70 million sale to an Asia-based financial information services conglomerate.
  • Represented a provider of electronic trading infrastructure and technologies in a $57 million underwritten public offering.
  • Represented a manufacturer of specialty electrical transmission and distribution equipment in a $9 million underwritten public offering and listing on Nasdaq.
  • Represented an Israel-based pharmaceutical company in the creation of an American Depositary Share program and listing on Nasdaq.
  • Represented an information technology solutions provider in its $28 million merger with a leading provider of enterprise computer technology solutions.
  • Represented an Asia-based financial information services conglomerate in its $20 million acquisition of a political and economic advisory firm.
  • Represented an Asia-based manufacturer of biodiesel and specialty chemicals in a reverse merger and subsequent $15 million PIPE financing.
  • Represented a provider of fixed wireless broadband services in:
    • a reverse merger and concurrent $15 million PIPE financing; and
    • a subsequent $40 million registered direct offering and listing on Nasdaq.
  • Represented a manufacturer of genetic analytical products in a reverse merger and concurrent $12 million PIPE financing.
  • Represented an investment fund in its unsolicited $45 million cash tender offer for a national retailer of fine jewelry.
  • Represented sponsors of domestic and offshore investment funds focused on PIPEs, venture capital, activist investing, registered securities and real estate in fund formation, operating compliance and transactional matters.

Publications and Presentations

  • "Alternatives to Listing on National Securities Exchanges," ABA 2012 Annual Meeting, August 2-7, 2012.
  • "Dual Listings for TASE-listed Firms," Alternative Finance Conference Israel, DealFlow Media, December 12-13, 2011.
  • "Stock Lending, Equity Lines, Debt Investments and Peripheral Deal Structures for Investors," The PIPEs Conference 2011, DealFlow Media, November 1-2, 2011.
  • "Getting Past the PIPES Stigma!" IQPC's 3rd PIPES Summit , January 2007.
  • "PIPEs Industry Update" - IQPC's 3rd PIPES Summit, July 2007.

Selected Representative Experience


Reverse Merger and PIPE Financing
Represented Blue Calypso, Inc. in its reverse merger and subsequent PIPE transaction with JJ&R Ventures, Inc., a public shell company.

Represented TransAtlantic Petroleum Ltd. in Registered Direct Offering
Successfully represented TransAtlantic Petroleum Ltd., an oil and gas exploration and production company, in the public offering of 30.4 million common shares, raising gross proceeds of approximately $85 million.

Memberships

  • American Bar Association 
  • The Association of the Bar of the City of New York

Online Publications

04/12/2011 - SEC to Consider Extension of Registration Deadlines Applicable to Investment Advisers
In a letter dated April 8, 2011, to the President of the North American Securities Administrators Association (“NASAA”), Robert Plaze, Associate Director of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”), stated that the SEC is expecting to adopt final rules implementing various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) applicable to investment advisers by July 21, 2011.

02/24/2011 - SEC Proposes Private Fund Systemic Risk Reporting on New Form PF
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

02/02/2011 - New FINRA Rule 5131 to Address Abuses in the Allocation and Distribution of IPOs
On November 29, 2010, the Financial Industry Regulatory Authority, Inc. (“FINRA”) announced that FINRA Rule 5131 will take effect on May 27, 2011. FINRA Rule 5131 is intended to sustain public confidence in the initial public offering (“IPO”) process by regulating the allocation, pricing and trading of IPOs of equity securities (“New Issues”).

01/27/2011 - Exemptions From Investment Adviser Registration: The SEC’s Proposed New Rules
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.

12/28/2010 - SEC Proposes New Disclosure and Reporting Requirements for Investment Advisers
On November 19, 2010, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and Form ADV under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various amendments to the Advisers Act contained as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

10/21/2010 - SEC Proposes Definition of “Family Office”
As part of the ongoing rulemaking initiatives contemplated by the Dodd-Frank Act, the Securities and Exchange Commission recently released a proposed rule defining “family offices” for purposes of an exemption from registration under the Investment Advisers Act of 1940.

07/23/2010 - Significant New Registration, Reporting and Regulatory Requirements Imposed on Advisers to Private Funds
On July 21, 2010, President Obama officially signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which represents the most sweeping regulatory overhaul of the financial markets since the Great Depression. This alert addresses Title IV of the Act, codified as the Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”).

07/02/2010 - SEC Adopts Pay-to-Play Rules
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”).

01/13/2010 - SEC Adopts Amendments to Custody Rule
On December 30, 2009, the Securities and Exchange Commission (the “SEC”) formally published amendments to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”). The Custody Rule is designed to increase protections for clients and investors who turn their assets over to an investment adviser registered with the SEC, and it imposes significant new regulatory requirements on advisers with custody of client assets.

12/29/2009 - SEC Amends Disclosure Rules for Executive Compensation and Corporate Governance
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to its rules affecting disclosure of executive compensation and corporate governance matters. This alert summarizes the key changes.

11/12/2009 - SEC to Allow More Shareholder Proposals Related to Risk Management and CEO Succession Planning
On October 27, 2009, the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) issued Staff Legal Bulletin No. 14E, which provides guidance about how the Staff will consider under the SEC’s proxy rules shareholder proposals relating to risk issues or to CEO succession planning.

10/01/2009 - Software Licenses: Permission vs. Forgiveness and the Law of Unintended Consequences
In a case that may prove to be as serendipitous for struggling software companies as anything else, the United States Court of Appeals for the Sixth Circuit wrote another chapter in the law of unintended consequences with its ruling in Cincom Systems, Inc. v. Novelis Corp. (published September 25, 2009 pursuant to Sixth Circuit Rule 206: File Name: 09a0346p.06).

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.