TwitterLinkedInShare

Marc J. Adesso

Marc Adesso advises issuers, underwriters, hedge funds and other market participants in a full range of capital markets transactions.  He also counsels companies, boards and their committees, investors and financial institutions on SEC regulatory and corporate governance issues, including compliance with securities exchanges.

Healthcare, life sciences, fintech, energy, agriculture, manufacturing and motor vehicle companies, as well as REITs and financial institutions, rely on Marc’s insight and guidance with regard to transactions ranging from IPOs, going private transactions, follow-on public offerings, shelf takedowns, ATMs, PIPEs, reverse mergers, convertible debt offerings and other transactions, including takeover defense, proxy contests and matters involving shareholder activism.

Marc is recognized for his work on securities regulation and corporate governance, and has established a national practice counseling issuers conducting mini-IPOs under Regulation A+ of the JOBS Act, which allows smaller privately held companies to raise up to $50 million per year by selling shares to the general public.

Additionally, Marc leads the firm’s legalized cannabis initiative and has experience counseling clients on the rapidly changing landscape facing the cannabis industry in matters spanning capital raising, the impact on healthcare providers, international transactions, fund investments and challenges with the banking system.

Marc Adesso advises issuers, underwriters, hedge funds and other market participants in a full range of capital markets transactions.  He also counsels companies, boards (and their committees), investors and financial institutions on SEC regulatory and corporate governance issues, including compliance with securities exchanges.

 

Healthcare, life sciences, fintech, energy, agriculture, manufacturing and motor vehicle companies, as well as financial institutions, rely on Marc’s insight and guidance with regard to transactions ranging from IPOs, going private transactions, follow-on public offerings, shelf takedowns, ATMs, PIPEs, reverse mergers,  convertible debt offerings and other transactions, including takeover defense, proxy contests and matters involving shareholder activism.

Marc is recognized as a leading authority on securities regulation and corporate governance, and has established a national practice counseling issuers conducting mini-IPOs under Regulation A+ of the JOBS Act, which allows smaller privately held companies to raise up to $50 million per year by selling shares to the general public.

In addition, Marc leads Waller’s cannabis law and regulation practice group, counseling clients on the rapidly changing landscape regarding legalized cannabis, in matters ranging from capital raising, international transactions, fund investments to challenges with the banking system.

Experience

  • Represented an NYSE-listed self-storage REIT in connection with a $1.4 billion cash-out merger
  • Assisted an NYSE-listed residential REIT with securing a $750 million credit facility and completing a $400 million bond offering and a $350 million ATM offering
  • Counseled an NYSE-listed healthcare REIT in support of a $247 million underwritten equity offering
  • Assisted a NASDAQ-listed behavioral health services provider in complying with its obligations related to a $143 million block trade
  • Represented a medical device manufacturer in its initial public offering and simultaneous NASDAQ listing
  • Provided counsel to a U.S. subsidiary of an Italian manufacturing company in its sale of a minority interest to a German automaker
  • Advised a publicly traded U.S. company in its merger with a privately held shipping company based in the Marshall Islands
  • Assisted an equipment leasing fund managed by a major Australian financial institution with fund management issues and Exchange Act reporting obligations
  • Represented a hedge fund in closing a secured, revolving credit facility from a national lender

Professional

  • Member, Nashville, Tennessee and American Bar Associations
  • Member, Association of Corporate Growth-Tennessee Chapter

Prior Affiliations

  • Associate, Baker, Donelson, Bearman, Caldwell & Berkowitz PC, Nashville, Tenn., 2015-2017
  • Associate, Sichenzia Ross Ference Kesner, LLP (fka Sichenzia Ross Friedman Ference, LLP), New York, N.Y., 2012-2015
  • Associate, Davis & Kuelthau, SC (fka Godfrey, Braun & Frazier, LLP), Milwaukee, Wisc., 2011-2012
  • Associate/Paralegal, DeWitt, Ross & Stevens, SC, Milwaukee, Wisc., 2008-2011
  • Owner, Phoenix SAN Consultants, Inc., Phoenix, Ariz., 2006-2008
  • Law Clerk, Danovi & Giorgianni, Studio Legale, Rome, Italy, 2005

Education

  • J.D., Marquette University Law School, 2010
    • Marquette Sports Law Review
  • M.B.A., Thunderbird School of Global Management, International Management, 2008
    • Thunderbird Spirit of Giving Award
  • M.A., New York University, Italian Literature, 2008
    • McCracken Fellowship
    • NIAF Scholarship
  • B.A., University of Wisconsin-Madison, Industrial Psychology, Italian, 2001
    • OISP Scholarship

Legal Services

Industries Served

Bar Admissions

  • Tennessee
  • Wisconsin