Covington’s Capital Markets and Securities Practice Group comprises leading transactional securities lawyers as well as former senior SEC staff and other lawyers proficient in disclosure, compliance, and other securities regulatory matters.
We advise issuers, underwriters, investors and other market participants in a full range of capital markets transactions. We also advise companies, boards and board committees, investors, investment banks, and independent auditors on regulatory and corporate governance issues arising in securities transactional and non-transactional settings.
Capital Markets
Transactions on which we frequently advise include:
- initial public offerings
- follow-on public equity offerings
- investment grade and high-yield debt offerings
- 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
- equity and debt crowdfunding
- transactions involving swaps and other derivative financial instruments
- offerings of asset-backed and other collateralized securities
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 were involved in many of the earliest JOBS Act IPOs and helped formulate industry practices with respect to “testing the waters” and other IPO “on-ramp” procedures.
We have extensive experience advising European and other non-domestic companies seeking to access the U.S. capital markets, including client representations on 13 IPOs by European issuers in the last 24 months. 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.
We count among our lawyers former high-ranking officials in the Food and Drug Administration (including a former Chief Counsel, Assistant Chief Counsel and Special Assistant to the Chief Counsel, in the Department of Health and Human Services (including a former Deputy General Counsel), in the Federal Trade Commission and the International Trade Commission (including a former Commissioner and chairman, Acting General Counsel and Assistant to the Director), in The Department of Justice (including a former Attorney General, Assistant Attorney General (Antitrust), Assistant Attorney General (Criminal), and numerous other lawyers with extensive experience in the Executive, Legislative, and Judicial branches of the federal government. Our clients rely on the experience and insights of these lawyers to advise in a capital markets context on issues ranging from substantive due diligence to prospective legislative or rulemaking actions governmental enforcement priorities.
Securities Advisory
The firm’s securities practice includes among its members a former Director of the SEC’s Division of Corporation Finance, former members of the Office of Chief Counsel in the Division of Corporation Finance, as well as former members of 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 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
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.
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