Wing Shing (Brian) Lee

Wing Shing (Brian) Lee is a Partner and a member of Dentons' Corporate and Business Transactions practice. His primary practice area is Capital Markets Law. He represents the formation, financing and general representation of emerging growth companies and other publicly traded companies (both domestic and foreign) in transactions that raise capital through the equity capital markets.

He counsels public and private company clients in a variety of corporate and securities matters, including IPOs and follow-on public offerings, registered resale offerings, private placements of equity securities under Regulation D, Regulation S and Rule 144A, mergers and acquisitions, SEC reporting, NYSE and Nasdaq compliance, and corporate governance.

In addition, he has extensive experience in the public offerings of SPACs, having represented sponsor groups in the formation and IPO of SPACs and private companies in de-SPAC business combination transactions throughout his 15-year career. His representation spans diverse client industry sectors, such as financial services, telecommunications, health and life sciences, biotechnology and manufacturing.

His select public company '34 Act representations include American Oncology Network, Inc., Galectin Therapeutics, Inc., C1 Fund Inc., SAB Biotherapeutics, Inc., Crawford & Company, Unitil Corporation, One Liberty Properties, Inc. and BRT Apartments Corp.

His representative experience includes advising the underwriters, led by ATB Capital Markets Inc., in connection with an overnight marketed offering of units of Organigram Holdings Inc. for gross proceeds of CA$28,750,230; acting for Ely Gold Royalties Inc. in its CA$300 million acquisition by Gold Royalty Corp.; and advising Big Cypress Acquisition Corp. on its initial public offering on the Nasdaq, a SPAC IPO which, including the full exercise of the underwriters' over-allotment option, resulted in total gross proceeds of $115 million.

He has also advised an international manufacturing company on its offering of high-yield bonds under Regulation S and Rule 144A and its subsequent exchange offer for SEC-registered high-yield bonds; advised a pharmaceutical company on an underwritten registered offering of convertible notes; advised a biotechnology company on an at-the-market registered offering through an offering agent; and advised a software technology company on an IPO of its common stock on the Nasdaq Stock Market.

Other matters include advising clients in US securities laws, including the Securities Act, Exchange Act, Investment Company Act, Investment Advisers Act, Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and Foreign Corrupt Practices Act; advising Chengtun Mining Group Co., Ltd. on its take-private, all-cash acquisition of Loncor Gold Inc. through its subsidiary Chengtun Gold Ontario Inc., acquiring all outstanding shares for C$1.38 per share, representing a total transaction value of approximately C$261 million; advising Vislink Technologies on its delisting from the Nasdaq Capital Market; and advising American Oncology Network on its voluntary delisting of its Class A common stock and warrants from the Nasdaq Capital Market on June 7, 2024, subsequently moving to the OTCQX Best Market.

He also advised Independence Holding Company in its definitive agreement on November 9, 2021, to be acquired by Geneve Holdings, Inc. for $57.00 per share in cash, taking the company private, with the transaction completed in February 2022; advised cloud-based global trade management software provider Amber Road on its sale to E2open in an all-cash take-private transaction valued at $425 million; and advised Pulse Electronics Corporation on its definitive agreement to be acquired by Oaktree Capital Management, L.P. for $17 million in cash, taking the company private.

He was recognised by the Lawyers Alliance for New York for pro bono work for Community Health Action of Staten Island, a non-profit organisation dedicated to improving the health of New Yorkers.

He holds a JD from Benjamin N. Cardozo School of Law, Yeshiva University (2005), where he was senior articles editor of the Cardozo Journal of International and Comparative Law, and a BS in Biochemistry from Stony Brook University (2001).