Hancock

John D. Hancock

Partner
Co-Chair, Capital Markets Practice
Boston

I help C-level executives launch and complete public equity and debt offerings and business acquisitions with a minimum of fuss.

As Co-Chair of Foley Hoag’s Capital Markets and Public Companies practices, John Hancock guides corporate leaders and their boards of directors through complex corporate financing and other transformative transactions, including public offerings, Rule 144A and Regulation S offerings, and mergers and acquisitions, particularly those involving public companies.

He advises clients primarily in the life sciences and technology industries. He has decades of experience representing public companies across a full range of capital markets transactions, helping them raise billions of dollars through initial public offerings, SPAC business combinations, registered debt offerings, Rule 144A/Regulation S debt offerings, PIPE (private investment in public equity) investments, exchange offers, confidentially marketed public offerings and at-the-market offerings.

John also has deep experience representing both buyers and sellers in domestic and cross-border mergers and acquisitions transactions, particularly those involving stock consideration. He has helped numerous public companies grow their businesses through serial, bolt-on acquisitions and to execute more transformative, merger-of-equals transactions.

As part of his ongoing public company representation, John regularly advises senior executive leadership and boards of directors regarding the evolving landscape of corporate governance, including not only new SEC regulations and stock exchange listing requirements but also the increasing expectations of proxy advisory firms and institutional investors. He has advised boards of directors regarding critical matters such as CEO terminations, executive compensation programs, proxy fights, shareholder proposals and corporate defensive measures.

John is a contributing member of the American Bar Association Legal Opinions Committee’s Task Force on Intellectual Property Opinions in public offerings.

Education

  • Harvard Law School, J.D., cum laude, 1992
  • University of Virginia, B.A. in Government and Foreign Affairs, with honors, Phi Beta Kappa, Omicron Delta Kappa, Pi Sigma Alpha, The Raven Society, 1989

Bar and Court Admissions

BAR ADMISSIONS
  • Massachusetts

Experience

  • GreenLight Biosciences, Inc., a biotechnology company dedicated to making RNA products affordable and accessible for human health and agriculture, in its $1.2 billion business combination with a special purpose acquisition company, through which GreenLight became a Nasdaq-listed, publicly traded company and one of the first public companies to be a Delaware public benefit corporation, as well as GreenLight’s related $124.0 million PIPE (private investment in public equity) financing transaction and $874.5 million resale registration
  • Biogen Inc. in its abbreviated offer to qualified institutional buyers and non-U.S. persons to exchange $1.75 billion of its outstanding 5.2% Senior Notes due 2045 for a new series of notes and its simultaneous offer to other investors to purchase such notes for cash, as well as its subsequent registered Exxon Capital exchange offer for such new notes
  • Entegris Inc. in its Rule 144A/Regulation S offering of $400.0 million of 3.625% Senior Notes due 2029
  • Sensata Technologies Holdings plc in its Rule 144A/Regulation S offering of $750.0 million of 4.000% Senior Notes due 2029 and the subsequent reopening of the offering to sell an additional $250.0 million of such notes, as well as its related redemption of $750.0 million of 6.250% Senior Notes due 2026
  • Biogen Inc. in registered public offering of $1.5 billion of 2.25% Senior Notes due 2030 and $1.5 billion of 3.150% Senior Notes due 2050
  • Entegris Inc. in its Rule 144A/Regulation S offering of $400.0 million of 4.375% Senior Notes due 2028
  • Sensata Technologies Holdings plc in its Rule 144A/Regulation S offering of $500.0 million of 3.750% Senior Notes due 2031
  • A Nasdaq-listed foreign private issuer in its transition from reporting under the SEC’s Multijurisdictional Disclosure System (MJDS) to the SEC’s more burdensome requirements under Form 20-F
  • A group of dissident shareholders of a Nasdaq-listed foreign private issuer with SEC reporting and filing requirements
  • Private equity, venture and other investors regarding Schedule 13D/13G and Section 16 reporting obligations
  • Served as Massachusetts corporate counsel for a Nasdaq-listed issuer in multiple registered, PIPE and ATM (at-the-market) offerings
  • Principal outside securities counsel to a variety of NYSE-listed and Nasdaq-listed companies in the medical device, biotechnology, software and technology industries
  • Regularly advise on corporate governance best practices, fiduciary obligations, breaking developments and SEC hot buttons
  • Advice has included challenging disclosure issues, including restatements, material weaknesses, internal investigations, executive terminations and securities litigation
  • A specialty pharmaceutical company in its IPO
  • A clinical-stage biotechnology company in its IPO
  • A publicly traded medical device manufacturer in its sale to a private equity firm following a public auction process
  • A publicly traded company in successfully defending a proxy contest by dissident shareholders
  • A NYSE-listed diagnostics company in a variety of financing transactions, including:
    • Registered offering of $400 million of guaranteed senior subordinated notes
    • Registered offering of $150 million of guaranteed senior notes
    • Rule 144A/Regulation S “re-opening” offering of $100 million of guaranteed senior notes and related registered exchange offer
    • Rule 144A-for-life/Regulation S offering of $425 million of guaranteed senior subordinated notes
    • Rule 144A/Regulation S offering of $450 million of guaranteed senior notes and related registered exchange offer
    • Rule 144A/Regulation S offering of $425 million of guaranteed senior subordinated notes and related registered exchange offer
    • Rule 144A/Regulation S offering of $400 million of guaranteed senior subordinated notes and related registered exchange offer
    • Related tender offers and consent solicitations
  • A publicly traded medical device company in its acquisition of numerous domestic and foreign publicly traded targets, including:
    • $350 million acquisition of a Nasdaq-listed issuer
    • $250 million acquisition of a Nasdaq-listed issuer
    • $200 million acquisition of an AIM-listed issuer
  • Numerous publicly traded companies in a variety of cash and stock acquisitions of private venture-backed targets
  • A private medical device manufacturer in numerous reorganization, financing and refinancing transactions and foreign acquisitions
  • A publicly traded company in a reverse merger transaction
  • A publicly traded company in a PIPE financing and subsequent resale registration
  • A Nasdaq-listed automation company in its acquisition of a publicly traded target listed on the Toronto Stock Exchange
  • Represented the dealer-manager of a reverse Dutch auction issuer tender offer
  • Represented a Nasdaq-listed medical device manufacturer in several confidentially marketed public offerings
  • A Nasdaq-listed automation company in a merger-of-equals transaction
  • Represented an NYSE-listed medical device company in multiple acquisition, licensing and product manufacturing transactions
  • A Nasdaq-listed technology company in a follow-on public offering 
  • A Nasdaq-listed professional services firm in its initial public offering and numerous follow-on public offerings
  • A NYSE-listed information technology company in a follow-on public offering
  • A NYSE-listed information technology company in a $300 million Rule 144A offering of convertible senior notes
  • The underwriters in the initial public offering of a Nasdaq-listed technology company
  • Tthe underwriters in the initial public offering and a follow-on offering of a Canadian Nasdaq-listed digital editing software company
  • The underwriters in the initial public offering and a follow-on offering of a Nasdaq-listed supplier of modeling, simulation and optimization software
  • A publicly traded department store company in a $195,000,000 Rule 144A offering of senior notes
  • A Nasdaq-listed healthcare decision support software company in its initial public offering and subsequent acquisition by a strategic buyer
  • A Nasdaq-listed developer of telecommunications hardware and software in its initial public offering
  • The underwriters of a Nasdaq-listed healthcare information systems company in its initial public offering
  • A Nasdaq-listed video conferencing company in its initial public offering and subsequent acquisition
  • A private modeling software company in its $300 million acquisition by a publicly traded French company
  • The underwriters of a Nasdaq-listed online retail company in its initial public offering
  • The underwriters of a Nasdaq-listed online content company in a follow-on offering
  • A Nasdaq-listed data analytics software company in its initial public offering and subsequent acquisition by a strategic buyer
  • A Nasdaq-listed e-business software company in its sale to a strategic buyer
  • Numerous startups and other private companies in venture financings, angel investments and general corporate matters

Honors & Involvement

HONORS
  • IFLR1000, Notable Practitioner, 2019-2022
  • BTI Client Service All-Star, 2014
INVOLVEMENT
  • American Bar Association
  • Business Law Section
  • Federal Securities Law Committee
  • Legal Opinions Committee
  • Massachusetts Bar Association
  • Boston Bar Association

Speaking Engagements

  • “Corporate Social Responsibility: Emerging Expectations for Public Companies” – Foley Hoag Webinar (May 2018)
  • “Planning for Exit: Top 5 Pitfalls” – MassTLC: Boston New Co (April 2018)