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Charles D. Vaughn

Partner and Co-chair, Securities Practice Group

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

Charles Vaughn is a partner of Nelson Mullins Riley & Scarborough LLP in Atlanta, where his practice focuses on corporate finance, securities offerings and regulation, corporate governance, including counseling audit, compensation, and special committees, and related matters.

Charles Vaughn is a partner of Nelson Mullins Riley & Scarborough LLP in Atlanta, where his practice focuses on corporate finance, securities offerings and regulation, corporate governance, including counseling audit, compensation, and special committees, and related matters.

Charles Vaughn is a partner of Nelson Mullins Riley & Scarborough LLP in Atlanta, where his practice focuses 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
  • Has represented issuers of real estate-related securities since the 1980s
  • Has served as outside securities and corporate counsel to four public financial technology companies
  • Devotes a significant portion of his practice to counseling public companies about compliance with the Sarbanes-Oxley Act, the Dodd-Frank Act, and related SEC regulations
  • Regularly represents sellers of family and other closely-held businesses
  • Served as an expert witness in a federal case related to the closing of a multi-billion dollar merger of two public companies

Recent Transactions

  • 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 public company in its $18 million acquisition of an add-on private company
  • A private company in its sale for $14 million
  • The sponsors of a $200 million EB-5 offering to overseas investors by preparing the private offering memorandum
  • A special committee of the board of directors of a public company in a $640 million sale of the company
  • Special committees of the boards of directors of two public companies regarding transactions by those companies with their controlling stockholders
  • 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 special committee of the board of directors of a public company in a $600 million sale of the company
  • The Georgia subsidiary of a Korean parent company in the issuance of $300 million in Kimchi Bonds
  • A bank holding company in registering its class of common stock with the SEC and becoming a public company
  • A public company in preparing its proxy statement for a special shareholders meeting to approve its acquisition by another public company for $62 million
  • 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 a $42.5 million acquisition of a private company
  • A private company in its $22 million acquisition by a public company
  • A public company in a $63.25 million follow-on public offering
  • A public company in its $411 million acquisition by another public company
  • A public company in a $142 million follow-on public offering
  • A public company in “going dark” by delisting from the American Stock Exchange and deregistering as a reporting company with the Securities and Exchange Commission
  • 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 public company in several acquisitions and dispositions totaling over $350 million in consideration
  • A subsidiary of a large foreign bank in several private equity investments
  • A mezzanine lender in making mezzanine loans with warrants
  • Various other merger, acquisition and disposition transactions involving private and public companies

Educational Activities

  • Vanderbilt University Law School
    • Patrick Wilson Scholar in Law
    • Associate Editor, The Vanderbilt Law Review

Education

  • Vanderbilt University Law School, JD
  • 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
    • Administrative Council, Mt. Bethel United Methodist Church
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