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November 16, 2021

7 Due Diligence Issues to Avoid False Claims Act Lawsuits

Nelson Mullins partners Jennifer Malinovsky and Ed White join Alice Harris, an attorney with Nexsen Pruet, to go over the key compliance areas to look for in due diligence. 

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Charles D. Vaughn

Charles D. Vaughn

Partner

Atlantic Station
201 17th Street NW
Suite 1700
Atlanta, GA 30363
charles.vaughn@nelsonmullins.com

Charles co-chairs the securities practice and focuses his practice on corporate finance, securities offerings and regulation, corporate governance, including counseling audit, compensation, and special committees, and related matters.

Charles co-chairs the securities practice and focuses his practice on corporate finance, securities offerings and regulation, corporate governance, including counseling audit, compensation, and special committees, and related matters.

Charles D. Vaughn

Charles co-chairs the securities practice and focuses his practice on corporate finance, securities offerings and regulation, corporate governance, including counseling audit, compensation, and special committees, and related matters.

Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Experience

  • Represents public and emerging growth companies in private and public offerings of securities and in mergers and acquisitions
  • Counsels board committees on governance, financial, and compensation matters, and advises boards and committees regarding their fiduciary duties, particularly with respect to conflicts of interest
  • Counsels special committees and strategic alternatives committees in public and private strategic transactions
  • Serves or has served as outside securities and corporate counsel to public FinTech companies, REITs, biopharma companies, financial institutions, and companies in various other industries
  • Counsels public companies about compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act, and related SEC regulations 
  • Counsels public companies regarding stock exchange listing standards and regaining listing compliance after failures to comply with those standards
  • Represents issuers of securities in private placements and intrastate offerings, particularly real estate-related securities
  • Represents larger private companies in proxy and consent solicitations and information statements related to sales, mergers, and recapitalizations, and in related issuer tender offers
  • Represents public companies or their subsidiaries organized in Georgia as local counsel, including providing opinion letters to the SEC, underwriters, and lenders, and providing advice regarding fundamental transactions under the Georgia Business Corporation Code
  • Served as an expert witness in a federal securities law case in which his work led to a $7 million favorable verdict

Representative Transactions

  • A strategic alternatives committee of a public company in its sale for $550 million (pending)
  • A special committee of the board of directors of a public company in a $640 million sale of the company
  • A public bank holding company on the corporate governance and securities aspects of its sale for $1.4 billion
  • Public companies in their sales to other public companies
  • Public companies in their add-on acquisitions of private companies
  • Public companies in follow-on public offerings
  • Public companies in successfully persuading ISS to change its recommendations to shareholders
  • Numerous large private companies in leading the corporate governance and securities aspects of their sales for up to $600 million, including proxy statements, information statements, consent solicitation statements and issuer tender offer documents
  • The underwriters of a $92.5 million IPO of a Nashville-based FinTech company
  • A New Zealand public company and a U.S. public company, each in its creation of a new omnibus incentive plan for its employees worldwide
  • Private placements by real estate sponsors and developers, including a $38 million private placement for the equity needed to build a new luxury hotel in Nashville
  • An Africa-based solar home system company in a $19 million Series E capital raise
  • A bank holding company in its $231 million IPO
  • A hedge fund in its proxy fight to elect three directors to the board of a public cellular communications company (settled with the election of two of the nominees to the board)
  • A bank holding company in registering its class of common stock with the SEC and becoming a public company
  • Underwriters in securities offerings by community bank holding companies
  • A private company in a private offering to fund the purchase of the assets of an aircraft manufacturer out of bankruptcy
  • A public REIT in a $9.1 million special distribution paid 20% in cash and 80% in stock
  • A public company in “going dark” by delisting from the American Stock Exchange and deregistering as a reporting company with the SEC
  • A public company in replacing its $50 million syndicated credit facility
  • A private company in restructuring its capital structure, acquiring a large affiliate, and raising more than $40 million of additional venture capital
  • A subsidiary of a large foreign bank in several private equity investments
  • Various other merger, acquisition, and disposition transactions involving private and public companies

Education

  • Vanderbilt University Law School, JD
    • Associate Editor, Vanderbilt Law Review
    • Patrick Wilson Scholar
  • University of Georgia, BA, Political Science, summa cum laude, with general honors

Admissions

  • Georgia

Practice Areas

The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.

  • Business Law Section, State Bar of Georgia
  • Section of Business Law, American Bar Association
  • Committee on the Federal Regulation of Securities, American Bar Association
  • Atlanta Bar Association
  • Co-Chair, Securities Practice Group, Nelson Mullins
  • Former member of:
    • Board of Directors, Business and Finance Section, Atlanta Bar Association
    • Board of Directors, University of Georgia Alumni Association
    • Advisory Board, University of Georgia Honors Program
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