Attorneys

Sam Wing
SHAREHOLDER

Sam has been actively engaged in all types of securities and business transactions since 1969. Sam represents issuers, underwriters, private placement sales agents, and selling shareholders. Sam also represents companies, boards of directors, audit committees and special committees in a variety of securities matters, in going public and going private transactions and in mergers and acquisitions. Sam has represented several clients in negotiating and documenting bank credit facilities and financings under trust indentures. Sam has structured and drafted contracts for a variety of business transactions and joint ventures both in the United States and, in connection with oil and gas transactions, Australia, Greece, Italy, Morocco, Mozambique, New Zealand, the Republic of South Africa, the Republic of South Korea, and the United Kingdom. Sam has acted as litigation advisor in several securities related civil actions and many NASD/FINRA arbitrations.

Since 1986, Sam has been a Public Arbitrator for the National Association of Securities Dealers, Inc. The Financial Industry Regulatory Authority now administers public and industry arbitrations.

Sam became a certified public accountant in 1970 and continues to advise clients in complex intermixed legal and accounting matters.

Significant Representations

  • Exempt transactions and securities offerings.
  • Going private transactions.
  • Initial public offerings representing issuers or underwriters.
  • Merger, acquisitions, asset sales/purchases and spin-offs.
  • Periodic reporting under the Securities Exchange Act.
  • Oil, gas and mining transactions in the U.S. and oil and gas exploration and seismic joint ventures in several foreign countries.
  • Rule 144A transactions.
  • Senior credit and trust indenture facilities.
  • S-4 merger proxy statements and note exchange offers.

Honors / Distinctions

  • 2018 Super Lawyer
  • Best Lawyers®, Lawyer of the Year, Securities/Capital Markets Law (2014, Denver)
  • 2011-2017 Super Lawyers Business Edition – Securities & Corporate
  • 2008-2017 Colorado Super Lawyers – Securities & Corporate
  • 2009 Super Lawyers, Corporate Counsel Edition – Securities & Corporate
  • Co-Author, “Negotiating and Drafting Acquisition Agreements in Colorado,” National Business Institute, January 2004.
  • Co-Author, “Mergers and Acquisitions in Colorado: The Art of Doing Deals,” Eau Claire: NBI, Inc., 2000.
  • Adjunct Professor of Law, University of Wyoming Law school (1972-1986).
  • Lecturer, University of Denver College of Law (1971-1975).
  • Co-Author with Harold S. Bloomenthal, Securities Law-Cases-Text-Problems, Clark Boardman & Co. (1973).
  • Numerous appearances at legal and accounting seminars for over 35 years.
  • Editor-In-Chief, Law Review, University of Wyoming College of Law (1968-1969).

Admitted to Practice Before

  • Admitted in Colorado since 1969
  • Admitted in Wyoming since 1969

Also admitted in the following courts:

  • U.S. District Court, District Court of Colorado
  • Colorado State Courts
  • Wyoming State Courts

Professional and Community Affiliations

  • Colorado Bar Association
  • Denver Bar Association
  • Wyoming Bar Association

 

Awards

 

  • PRACTICE AREAS
  • EDUCATION
  • LICENSED IN

EDUCATION

J.D., University of Wyoming, 1969 (cum laude)

B.S.B.A., University of Denver, 1966 (cum laude)

LICENSED IN

Colorado, Wyoming

Definition of ‘Note’ in Colorado Securities Act Limited

(Originally published March 17, 2016) by Paul Vorndran The Colorado Court of Appeals reversed a criminal conviction for securities fraud pursuant to C.R.S. § 11-51-501(1)(b) finding the trial court erred in refusing to give a proffered instruction that not all promissory notes are securities for purposes of the Colorado Securities Act (CSA).  In People v. Mendenhall, 363 […]

Tax Traps for the Unwary

TAX TRAPS FOR THE UNWARY – EXECUTIVE COMPENSATION ISSUES IN M&A TRANSACTIONS (PART I: SECTION 280G) By Charles E. Wern, JD, LLM and D. Laird Blue, JD, LLM, Shareholders, Jones & Keller, PC Changes to the U.S. regulatory landscape and corporate tax law structure could spark increased M&A deal activity and strategic partnering in the banking […]

Jones & Keller President Brad H. Hamilton in Independent Banker

President of Jones & Keller and well-known securities attorney, Brad H. Hamilton, was quoted by Independent Banker in an article by Karen Epper Hoffman on the need for community banks to understand cybersecurity issues; how to provide cybersecurity direction at board meetings and executive events; learning to present online security issues in basic terms; introducing […]

Denver Business Journal Recognizes Jones & Keller, P.C. Women in Law

We are pleased to announce our women attorneys at Jones & Keller were covered in the April 27th edition of the Denver Business Journal, Women in Law. Congratulations to our attorneys, and thank you to the Denver Business Journal for focusing our attention to the important role they possess in our community.

Christopher R. Johnson Speaks on Cybersecurity and the Community Bank

Jones & Keller attorney, Christopher R. Johnson, will be presenting a continuing legal education program on Wednesday, April 18, 2018 as part of the Colorado Bar Association’s Financial Institutions Subsection CLE Luncheon Series. Christopher will speak on the evolution of state and federal cybersecurity regulatory regimes applicable to financial institutions including community banks, available compliance […]

In Memoriam Bob Davenport

Bob Davenport passed away on Saturday, October 14, at the age of 87, following a long battle with emphysema, with his wife and son at his side. Bob was born on August 5, 1930 in Earlington, Kentucky. Upon graduation from highschool, Bob was drafted into the Army.  Bob and Patricia A. McNerney met shortly thereafer […]

Attorneys