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Taavi Annus has a broad corporate practice, focusing on corporate finance and general corporate matters. He gives day-to-day advice to public companies on securities laws, stock exchange rules and corporate governance matters.  He has advised public companies regarding shareholder activism, takeover defense planning, proxy contests, and drafting of shareholder rights plans.  He has represented public companies in registered and unregistered debt and equity offerings, including underwritten offerings, at-the-market programs and registered direct offerings. He has provided advice in connection with public company spin-offs and related financing transactions. He has represented investors, including public companies, in connection with venture capital investments, as well as start-up and development stage companies relating to financings and general corporate matters from formation to sale of the company or an IPO.

Mr. Annus has also represented public and private acquirors and targets in M&A transactions, including acquisitions of public companies for cash and stock. He spent six months on a secondment to the legal department of a public company with general responsibility for corporate governance and securities matters, including preparation of proxy materials.

Representative Experience

Corporate Finance and Securities

  • Advice to public companies regarding shareholder activism, Rule 14a-8 proposals, takeover defense planning, proxy contests, and shareholder rights plans.
  • Agricultural company in connection with its registered offerings of $4.5 billion of senior notes and of $365 million of senior notes trading on GreTai Securities Exchange in Taiwan.
  • Consumer products company in connection with its Rule 144A/Regulation S offering of $600 million of senior notes, the registered exchange offer of such notes, and the registered offering of $500 million of senior notes.
  • Reinsurance company in connection with its registered offering of $400 million of fixed-to-floating rate subordinated debentures trading on the NYSE.
  • Medical device company in its at-the-market common stock offering program and an offering of common stock in a “registered direct” offering.
  • Industrial equipment company in its initial public offering.
  • Public health care sector company in a registered $900 million block trade by its stockholders and a concurrent $300 million repurchase by the company from the stockholders.

Emerging Businesses and Venture Capital

  • Medical device company since its formation in 2013 through the sale of the company to a strategic acquiror in 2016, including in connection with convertible note and Series A Preferred Stock financings and day-to-day operations.
  • Venture capital fund in its portfolio company investments.
  • Strategic investor in a cross-border Series A Preferred Stock investment in an agricultural software company and later acquisition of the same company by the investor.
  • Strategic investor in a Series A Preferred stock investment of a Caymans-registered early stage company in health informatics sector and various related transactions.
  • Mobile app company in event organizing industry in connection with investments in its Series A and Series B Preferred Stock and convertible notes.
  • Private investor group in connection with an investment in Class A LLC interests of a company providing sales, technology and recruiting services to property owners, operators, and developers.
  • Medical device company in connection with sales of Series C Preferred Stock and convertible notes, as well as throughout the IPO process (withdrawn shortly before pricing).
  • Agricultural development stage company in connection with a sale of Series D Preferred Stock to a strategic investor, with an option to purchase further equity.

Mergers and Acquisitions, Corporate Restructurings, Spin-Offs

  • Public health care sector company in a divestiture of a specialized therapy business through auction process involving private equity and strategic bidders.
  • Global manufacturing and technology company in numerous transactions, including the acquisitions of a UK-based privately held safety equipment manufacturer, a safety equipment manufacturer controlled by a private equity firm and a privately held reliability consulting services business, and the divestiture of a power equipment division to a private equity firm as an add-on to its portfolio company.
  • Independent directors of a publicly held health care services company in its sale to a publicly held competitor for cash and stock.
  • Publicly held food sector company in connection with a spin-off of a division that included the issuance of $775 million of high yield notes under Rule 144A/Regulation S by the spin-off company.
  • Various public and privately held companies in domestic and international entity restructurings involving mergers, stock and asset transfers and other transactions.

Publications

  • “Scheme Liability Under Section 10(b) of the Securities Exchange Act of 1934,” 72 Mo. L. Rev. 855, 2007.
  • “Regulating Contractors in War Zones: A Preemptive Strike on Problems in Government Contracts,” Briefing Papers No. 07-3 (Thomson/West), February 2007 (with C. Douglas Goins, Jr. and Gregory L. Fowler).
  • “Comparative Constitutional Reasoning: The Law and Strategy of Selecting the Right Arguments,” 14 Duke J. of Comp. & Int'l L. 301, 2004.
  • “Judicial Behavior After a Change of Regime: The Effects of Judge and Defendant Characteristics,” 38 Law & Soc’y Rev. 711, 2004 (with Margit Tavits).