
Based in Dickinson Wright's Nashville office, Frank Borger Gilligan is a distinguished member of the firm's Corporate, M&A, and Securities practice group. With deep knowledge of securities law and corporate transactions, Frank provides comprehensive counsel to clients navigating complex regulatory frameworks and strategic business initiatives.
Frank's securities practice encompasses the full spectrum of federal securities regulations, with particular strength in 1933 Securities Act and 1934 Exchange Act filings, Regulation A+ offerings, and private placement transactions. He regularly advises clients on public and private securities offerings, ensuring compliance with intricate regulatory requirements while maximizing capital-raising efficiency. His background includes structuring and executing private placements, managing SEC reporting obligations, and guiding companies through the complexities of federal securities compliance.
In the realm of regulatory compliance, Frank serves as trusted counsel to broker-dealers and investment advisers, providing strategic guidance on registration requirements, ongoing compliance obligations, and regulatory examinations. His background as Tennessee's former top securities regulator provides him with unique insights into regulatory expectations and enforcement priorities, enabling him to deliver practical, results-oriented advice to financial services clients.
Frank's mergers and acquisitions practice spans middle-market transactions across diverse industries, where he guides companies through every phase of the transaction lifecycle. From initial due diligence and deal structuring to negotiating definitive agreements and managing post-closing integration, he brings both technical skill and commercial acumen to complex business combinations. His work includes representing both strategic and financial buyers in acquisitions, mergers, and divestitures.
In private equity, Frank provides comprehensive legal support to private equity funds and their portfolio companies. He assists with fund formation, capital raising strategies, and investment transactions, while also advising on regulatory compliance matters specific to private fund advisers. His work encompasses both buy-side and sell-side representations in private equity transactions, including leveraged buyouts, growth equity investments, and exit strategies.
With his background as the former Assistant Commissioner for the Tennessee Securities Division, Frank brings extensive background in federal and state securities matters, including investigations and enforcement proceedings. He has collaborated extensively with the Securities and Exchange Commission, FINRA, SIFMA, and various state and federal agencies, leveraging this regulatory background to anticipate challenges and develop proactive compliance strategies for his clients.
Frank's previous regulatory roles include serving as President-Elect of the North American Securities Administrators Association (NASAA), where he chaired NASAA's Broker-Dealer Committee and served as Vice-Chair of the FinTech Committee. During his tenure as Assistant Commissioner, he oversaw critical program areas including Broker-Dealer and Investment Adviser Registration, Securities Registration, and Enforcement. Prior to his regulatory appointments, Frank served as Director of Securities Enforcement and Fraud Investigations for the Tennessee Department of Commerce and Insurance, where he led investigations into complex securities and insurance fraud matters.
Frank's legal career also includes roles as Assistant Attorney General for the State of Tennessee and Assistant District Attorney for the City of Philadelphia, providing him with a comprehensive understanding of both civil and criminal legal frameworks that enhances his ability to counsel clients on risk management and compliance strategies.
Education & Credentials
Education
DePaul University College of Law
J.D.Columbia College
B.A.Université Paris Panthéon Assas
Certificate, International and Comparative LawBar Admission
Prominent Assignments
• Represented purchaser in an $80 million acquisition of a Florida-based health care consulting company
• Represented purchaser in a $27MM acquisition of a New Jersey-based pharmaceutical consulting agency.
• Assisting an advisor on the building of navy submarines and providing broad-spectrum advice and support on everything from privacy policies and intellectual property to real estate and human resources.
• Representing private equity firms in middle-market acquisitions across various industries.
• Advising a software company with a material capital raise as it needed additional capitalization.
• Representing an investment advisory firm in a client dispute filed for arbitration before FINRA.
• Representing a full-service retirement planner in the acquisition of the assets under management and annuity and life contracts of another registered investment adviser.
• Representing an engineering consulting company and will be assisting in corporate work.
• Retained by an SEC-registered investment advisor firm. Counsel will be advising the company on various securities regulatory matters and may potentially act as an expert witness in pending civil litigation.
• Assisted a strategic consulting firm for nonprofits and social enterprises in forming a fund created to close the funding gap facing businesses that focus on reaching African Americans and other people of color. With a targeted goal of raising $250 million, the fund will be going live in the near future.
• Retained by a leader in innovative products and solutions that supports industry and social infrastructure around the globe. Counsel was asked to assist with a challenging employment matter.
• Represented the creator of a worldwide employee mentoring software in a $5 million Series A-II capital raise. This matter is particularly significant given it involved a complex cap table and preference stack, with pro-rata rights and other existing stockholder obligations.
• Represented an exclusive member-only dating community company and assisted in corporate governance and strategy, as well as closing the round of funding.
• Represented an e-commerce startup as the recipient of two major investments, bringing the transactions to successful closings.
Professional Involvement
- President-Elect – North American Securities Administrators Association (NASAA) (2018-2019)
- Chair – NASAA Broker-Dealer Section Committee (2017-2018)
- Vice-Chair – NASAA FinTech Committee (2017-2019)
- Member – NASAA State Legislation Committee (2016-2018)
- Tennessee Bar Association
- Tennessee Captive Insurance Association
- Arts & Business Council of Greater Nashville
- Volunteer Lawyers & Professionals for the Arts (VLPA)
Court Admissions
- Sixth Circuit Court of Appeals
- U.S. District Court – Middle District of Tennessee
- U.S. District Court – Eastern District of Tennessee
- U.S. District Court – Western District of Tennessee
Publications/Presentations
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Co-Host, "SEC's New Cyber Security Rules," DW FastTrack Podcast, December 2023
- Featured, "Update: SEC v Ripple Labs, and What It Means for Digital Assets," Dickinson Wright Minutes on the Matter, July 2023
- Featured, "Raising Capital – Working with Finders Pt. 2," Dickinson Wright Minutes on the Matter, May 2023
- Featured, "Raising Capital – Working with Finders Pt. 1," Dickinson Wright Minutes on the Matter, May 2023
- Author, “SEC Provides Guidance to Broker-Dealers and Investment Advisers Regarding Examinations for Compliance with Regulation Best Interest and Form CRS”, Dickinson Wright Client Alert, April 2020
- Co-Author, “Dealing with Your Obligations to Clients During the COVID-19 Pandemic,” Dickinson Wright Client Alert, April 2020
- Presenter, "Business Interruption Insurance, Captives, and Coronavirus," Dickinson Wright Webinar, April 2020
- Author, "SEC Issues Guidance Regarding Disclosure Obligations in Light of COVID-19," Dickinson Wright Client Alert, March 2020
- Panelist at the 2020 FactRight RIA Conference, Scottsdale, Arizona