Thomas J. Lyons

Thomas Lyons enjoys learning from and about his sophisticated, financial sector clients’ businesses – what they do, their business philosophies, and how their finances work – so he can help advise them in their business ventures.

Thomas concentrates his practice in U.S. securities law and financial regulation, specifically working with clients on matters involving securities, derivatives, financial institutions, investment management, private investment funds, and mergers and acquisitions.

Having observed tumultuous times in the finance world during the first decade of the 2000s, Thomas developed a keen interest in finance, capital markets, and securities.

Thomas has in-depth knowledge and broad experiences advising clients on the overlapping patch work of statutes and regulations covering the financial markets, including the laws and rules under the Securities Act of 1933, Securities Exchange Act of 1934, Commodity Exchange Act of 1936, Investment Company Act of 1940, Investment Advisers Act of 1940, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, JOBS Act of 2012, and FAST Act of 2015. This experience includes dealing with the U.S. Securities and Exchange Commission in connection with offerings of public company securities, including private investments in pubic equity transactions (PIPEs), registered direct offerings, block trades, confidentially marketed public offerings (CMPOs), at-the-market offerings (ATMs) and fully marketed underwritten public offerings, shelf registration statement (Form S-3) and shelf takedown compliance requirements, Securities Exchange Act of 1934 reporting requirements (Form 10-K, Form 10-Q, Form 8-K, Schedule 13D, Schedule 13G, and Forms 3, 4, and 5), shareholder proposal compliance requirements; and private offerings of debt and equity securities exempt under Section 3 and 4 under the Securities Act of 1933 and under Rule 506(b) and (c) of Regulation D, private offerings of equity securities offered to compensate employees, consultants and advisors of an issuer under Rule 701 of Regulations E, and offshore offerings made outside the United States by both U.S. and foreign issuers under Rule 903 of Regulations S.

Thomas advises clients in entity and private investment fund formation, including private equity funds, hedge funds, venture capital funds; complex business transactions; tax-free reorganizations; tax-free spin-off transactions; recapitalization transactions; stock splits; various investment and capital-raising transactions, including, but not limited to, venture capital transactions, bridge financing transactions, debt financing transactions, and private equity transactions; special purpose acquisition companies (SPACs); joint ventures and other specialized investment structures; public and private company mergers and acquisitions; and general corporate governance matters.

Thomas also advises financial institutions, technology companies and asset managers in connection with transactional, regulatory and compliance issues concerning digital currency/assets and blockchain activities, including digital currency fund formation. In addition, he advises financial institutions, fund sponsors, corporations, and other entities regarding exemptions under the Investment Company Act of 1940 and Investment Advisers Act of 1940.Prior to joining Barnes & Thornburg, Thomas served as an honors program legal extern in the Office of the Chief Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission and as a legal intern for U.S. Sen. Todd Young, both in Washington, D.C.

In those roles, he researched and drafted memoranda involving cryptocurrencies and digital assets, and reviewed and analyzed filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, including Form S-1 registration statements, Form S-4 registration statements, Form 10-K annual reports, Form 10-Q quarterly reports, and Form 8-K current reports for regulatory compliance. He also researched and analyzed various issues regarding the Tax Cuts and Jobs Act of 2017, including, but not limited to, the carried interest deduction, opportunity zone fund formation, 1031 transactions, the mortgage interest deduction, the state and local tax deduction, and estate and generation-skipping transfer taxes.