Ardmore & Hale, Counselors
Ardmore&Hale
A small firm of fourteen lawyers in San Francisco and New York, taking corporate transactions, securities, IP, and trial work for clients who need judgment more than they need scale.
Practice
The areas the firm takes work in.
We do not list a practice we cannot staff with a partner who has tried, drafted, or defended in it. Each area below is accompanied by a recent matter and a published article from one of our partners.
Mergers and acquisitions
Transactions ranging from $50 million to $5 billion. Buy-side and sell-side. Domestic and cross-border. We staff matters thinly and write the documents ourselves.
Recent matter: lead counsel to a public technology company on a $1.2B all-stock acquisition.
See: Ardmore, 'Stockholder Approval Mechanics in Two-Step Mergers,' M&A Lawyer, 2024.
Securities and capital markets
Public offerings, private placements, secondaries, and ongoing reporting. Counsel to issuers and underwriters. We have a strong PIPE practice that reads filings before they are filed.
Recent matter: issuer counsel on a $400M follow-on offering for a NYSE-listed industrial.
See: Hale and Marsh, 'Risk Factor Drafting After the 2023 SEC Guidance,' The CLS Blue Sky Blog, 2024.
Litigation and trial
Commercial disputes, securities litigation, IP litigation, and post-closing M&A claims. We try cases. We do not staff a matter we are not prepared to take to verdict.
Recent matter: lead trial counsel for the prevailing party in a 13-day jury trial in the Northern District of California.
See: Marsh, 'The Use of Daubert Motions to Constrain Damages Theories,' Stanford Law Review (Online), 2023.
Intellectual property
Patent litigation in the Eastern District of Texas, the Northern District of California, and the ITC. Trade secret matters. Trademark disputes where the matter is bet-the-brand.
Recent matter: lead counsel for a defendant in a multi-patent ITC investigation, terminated favorably at the staff attorney stage.
See: Ardmore and Levin, 'Section 337 Practice for Operating Companies,' AIPLA Quarterly Journal, 2024.
Counsel to founders
Outside general counsel work for founders preparing rounds, exits, or governance restructurings. Co-counsel arrangements with the lab firm of record. We do not displace; we deepen.
Recent matter: counsel to a founder preparing the company for a strategic acquisition during a governance transition.
See: Hale, 'Founder Indemnification After the Sale,' University of Chicago Law Review (Online), 2025.
Privacy and data
Counseling on cross-border data flows, regulatory inquiries, and the privacy issues that arise inside transactional matters. Practical, not pamphleteering.
Recent matter: lead privacy counsel in a cross-border transaction subject to four overlapping data regimes.
See: Hale, 'Working Privacy Issues into Disclosure Schedules,' Practical Law, 2024.
Notable matters
The work, anonymized.
We do not publish client names. The categories and sizes below are accurate; further detail is shared in conversation under engagement.
M&A
$1.2B
All-stock acquisition advised. Public technology buyer. 2024.
Securities
$400M
Follow-on offering, issuer counsel. NYSE-listed industrial. 2024.
Trial
13-day verdict
Lead trial counsel for prevailing party. N.D. Cal. 2024.
ITC
Multi-patent
Section 337 investigation. Defendant. Terminated favorably. 2025.
Restructuring
Founder counsel
Governance restructuring before strategic exit. 2025.
Partner profile
Helena Marsh, partner.
Notable matters
- Lead counsel to the special committee in a $2.1B take-private of a NASDAQ-listed software company.
- Trial counsel for the defendant in a $185M post-closing indemnification dispute. Defense verdict.
- Issuer counsel on three follow-on offerings totaling $920M in proceeds for an industrial-tech client.
Selected publications
- “The Use of Daubert Motions to Constrain Damages Theories,” Stanford Law Review (Online), 2023.
- “Disclosure Schedules After Akorn,” The Deal Lawyers, 2022.
- “Trial Practice in Post-Closing M&A Disputes,” Delaware Journal of Corporate Law, 2021.
From a recent publication
An excerpt from Stockholder Approval Mechanics in Two-Step Mergers.
The two-step merger remains a creature of compromise. It imports the certainty of stockholder vote into the speed of a tender. Practitioners have grown comfortable with the mechanics, but the cases that arise tend to involve the same recurring problems: stockholders who tender into a top-up option without understanding its dilutive arithmetic, boards that revisit fiduciary duty after a triggering threshold has been crossed, and minority shareholders pushed across an appraisal cliff that no diligent counsel previously named for them.
The 2024 amendments to Section 251(h) repaired some of the edge cases. They did not repair all of them. The discussion below maps the remaining edges.
Engagement
How matters reach the firm.
Most matters arrive by referral or repeat client. We do not respond to general business development mail. If you are an existing client, please write to your responsible partner directly. If you are new to the firm and have a matter you believe fits, please write to the office at the address below with a short description of the matter and the timing.
San Francisco
1100 California Street
Suite 4500
San Francisco, CA 94108
New York
410 Park Avenue
21st Floor
New York, NY 10022
Office
office@ardmorehale.example