Robinson Bradshaw's Ashley C. Hedgecock interviewed by Law 360 on her Corporate Practice

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June 5, 2013

Q&A With Robinson Bradshaw's Ashley Hedgecock

Law360, New York (June 05, 2013, 3:06 PM ET) -- Ashley Carter Hedgecock is an attorney in Robinson Bradshaw & Hinson PA's Charlotte, N.C., office. Her practice focuses on securities transactions and compliance, mergers and acquisitions, sports and entertainment law and general corporate law. She has worked on a range of public and private securities offerings, including private equity investments, initial public offerings and follow-on equity and debt offerings, and on both public and private company acquisitions, including negotiated mergers, contested acquisitions and other dispositions. Hedgecock was selected by North Carolina Super Lawyers as a “Rising Star” in 2011, 2012 and 2013, and was the recipient of the Charlotte Chamber of Commerce 2013 Young Professional Business Leader award.

Q: What is the most challenging case you have worked on and what made it challenging?

A: I worked on a transaction involving a public company’s comprehensive capital structure refinancing, which included tender offers for six series of outstanding notes, Rule 144A placements of $570 million of senior notes and $115 million of convertible senior subordinated notes, and replacement of the company’s senior secured revolving credit facility. This transaction was particularly challenging because of the multiple pieces involved, the extraordinarily tight schedule for completing a deal of this magnitude and the various international subsidiaries and regulatory components involved, but our team rose to the challenge and completed the transaction within the client’s desired timeframe.

Q: What aspects of your practice area are in need of reform and why?

A: The U.S. must continue to assess the effects that its regulatory system is having on the competitiveness of U.S. public capital markets, both as a preferred alternative to foreign public markets and as an alternative to private capital markets for all but the largest domestic companies. Studies show a declining trend in the ability of U.S. to attract the largest global IPOs, as it lured only one of the 20 largest offerings of 2012, down from three in 2011 and below historical averages of five per year. Regulatory burden and cost are frequently cited as reasons companies choose to list outside the U.S. Even within the U.S., the number of public companies has declined by approximately 38 percent since 1997, as many have gone dark and aspiring ones have found better alternatives.

Some efforts to scale the regulatory burden to the size of the company have been made, most recently the JOBS Act’s so-called “IPO on-ramp” for “emerging growth companies,” or EGCs. Under these rules, newly minted public EGCs — generally those with annual revenues less than $1 billion — will enjoy relaxed reporting and financial requirements, including relief from the requirement to provide the costly SOX audit of internal control over financial reporting. However, their existing public company counterparts are not eligible for similar relief unless their public float is less than $75 million. That’s quite a gap.

Q: What is an important issue or case relevant to your practice area and why?

A: The flight from U.S. markets has increased the size and importance of the private capital markets, which in turn has increased the importance of balancing the objectives of facilitating capital formation and protecting investors. Various rules have been implemented over the years to enhance private capital formation, including Regulation D’s safe harbor exemptions, blue sky preemption, shorting of the Rule 144 holding period for resales of securities, the JOBS Act’s mandate to lift the general solicitation ban for Rule 506 offerings to accredited investors and its raising of the shareholder thresholds that trigger mandatory Exchange Act registration and reporting.

Meanwhile, the private placement arena remains a relatively unregulated frontier, where the stringent liability standards that apply to public offerings give way to Exchange Act Rule 10b-5, the scope of which continues to be narrowed by judicial interpretation. Although a 2012 SEC report shows that in 2009, 2010 and the first quarter of 2011, private placements have eclipsed public offerings in terms of aggregate dollars raised, these transactions continue to occur in an arena with essentially no front-end oversight and very limited back-end recourse for investors. This shift calls for a rethinking and perhaps a reallocation of regulatory oversight and enforcement resources.

Q: Outside your own firm, name an attorney in your field who has impressed you and explain why.

A: Kenny Terrero of Sidley Austin in New York has always impressed me because of his depth of knowledge, client skills, and ability to focus on the big picture and serve as a true adviser to his clients. I have worked opposite Kenny on several transactions, and he is a practical, reasoned negotiator and strong advocate for his clients, and is also genuinely nice to work with on transactions.

Q: What is a mistake you made early in your career and what did you learn from it?

A: Early in my career, I found that, due to the time pressures on transactions and overall workload, I was sometimes simply reacting to the client’s immediate need and working to just get the documents done rather than stepping back and taking the time to really understand the client’s rationale and overall business goals. What I have since learned is that any attorney can react and churn out documents, but what clients really value in an attorney is someone who takes the time to understand and learn the client’s business and their short- and long-term goals, and then can combine that knowledge with excellent legal skills to serve as a practical, trusted business adviser to the client.

The opinions expressed are those of the author and do not necessarily reflect the views of the firm, its clients, or Portfolio Media Inc., or any of its or their respective affiliates. This article is for general information purposes and is not intended to be and should not be taken as legal advice.

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