Capital Markets and Securities

Capital Markets

Transactions on which we frequently advise include:

• initial public offerings
• follow-on public equity offerings
• investment grade and high-yield debt offerings and secured and unsecured debt instruments
• shelf registrations and shelf “takedowns”
• Rule 144A, Regulation S and Regulation D offerings (including PIPEs), and other exempt offerings
• convertible debt and other equity-linked securities offerings
• transactions involving swaps and other derivative financial instruments

Our lawyers are experienced in securities offerings involving the major exchanges, including the New York Stock Exchange, Nasdaq, the London Stock Exchange, and Euronext markets, as well as other securities marketplaces. 

We have extensive experience advising European and other non-domestic companies seeking to access the U.S. capital markets. We prepare foreign private issuers for redomestications and other pre-IPO restructurings, guide them through the IPO process, and advise on the securities regulatory requirements of non-domestic public companies.

We employ a multi-disciplinary approach to capital markets transactions, calling on the experience and skills of practitioners in specialized regulatory areas and industry segments. We are particularly strong in the life sciences, financial institutions, energy, technology, telecommunications, media, and sports sectors.

Public Companies

The firm’s securities and capital markets practice includes among its members a former Chief Counsel of the Division of Corporation Finance and a former Associate Director of the Division of Enforcement, former members of the Office of Chief Counsel in the Division of Corporation Finance,the SEC’s Division of Corporation Finance and the SEC’s Division of Enforcement, former in-house counsel, and other practitioners with specialized legal and industry perspectives. We advise public companies and investors with respect to a wide range of securities advisory matters, addressing both routine and novel legal issues arising in the context of: 

• ongoing periodic and current SEC reporting
• Dodd-Frank and Sarbanes-Oxley compliance
• Section 16/beneficial ownership reporting by insiders
• real-time disclosure obligations under securities laws and stock exchange listing requirements, including Reg FD
• insider-trading policies and Rule 10b5-1 trading plans
• securities regulation of shareholder voting rights and related disclosure obligations, including as it relates to routine proxy solicitations, proxy contests, shareholder proposals, and annual shareholder meetings generally, as well as executive compensation, related-party transaction, and other sensitive disclosures
• compliance with stock exchange listing standards for companies in both normal and distressed states
• compliance with listing standards
• cash tender offers and debt and equity exchange offers
• issuer repurchase plans
• spin-offs, acquisitions, and divestitures
• going-private transactions
• general treasury and finance matters, including share repurchase programs and commercial paper programs

We regularly engage with the SEC staff on behalf of our clients regarding a wide variety of regulatory matters, including interpretive questions, no-action letters, and consultations regarding discrete disclosure or transactional issues.

We also assist clients in evaluating rulemaking and regulatory developments that affect listed companies and investors. We frequently interface with senior staff at the SEC, the New York Stock Exchange, Nasdaq, FINRA, and other regulatory bodies in the United States and other jurisdictions on behalf of clients.