Capital Markets

Informed counsel in securities transactions and ongoing compliance

Our leading Capital Markets practice represents public and private issuers, underwriters, placement agents and investors in a wide variety of public and private securities offerings, including:

• Initial public offerings (IPOs), follow-on (FPO) and secondary equity offerings;

• Alternative public offerings, including direct listings, reverse mergers and “de-SPAC transactions”;

• High-yield, convertible and investment grade debt offerings, including secured debt transactions;
• At-the-market (ATM) offering programs, registered direct offerings and equity lines of credit (ELOCs);
• Private investments in public equity (PIPEs) and other private financings; and

• Venture and growth capital, from seed through pre-IPO (crossover) investments.

Our extensive capital markets experience covers the broad spectrum of market participants and transactions, including special purpose acquisition companies (SPACs) and foreign issuers engaging in cross-border capital raises, including those under the US-Canadian Multijurisdictional Disclosure System (MJDS).

Because many of our attorneys formerly served with the US Securities and Exchange Commission or as Assistant United States Attorneys (AUSAs), clients look to us for a higher level of insight. Simply put, we understand not only what the laws say but also how key regulators and prosecutors currently interpret them. In addition, we bring a judicial perspective from litigating hundreds of federal and state securities cases nationwide.

With leading roles in influential industry organizations and associations, we help anticipate challenges and shape future policy. We represent public companies throughout their lifecycles and help our clients pursue transactions and resolve issues touching upon all aspects of the securities markets, including:

• Registration, regulation and compliance
• Corporate governance
• Reporting and disclosure
• Mergers, tender offers and other strategic transactions
• Going-private transactions

Answers in the boardroom

Early prominence in public markets has earned us positions as advisors to boards, individual directors and special committees. As a result, we are quickly on call to advise entities and individuals on their disclosure obligations and fiduciary duties. We understand how to work with and address the needs of public and private companies of all sizes, from venture-backed growth companies to small-cap public companies to Fortune 1000 companies, as well as their investors, in a range of industries, including:

• Life sciences and healthcare
• Financial services
• Technology
• Energy, minerals and other natural resources
• Blockchain and cryptoassets
• Manufacturing
• Education
• Consumer brands and products

Attorneys in our active Capital Markets practice have closed hundreds of transactions with values ranging from approximately $5 million to $3.5 billion.

Our skilled attorneys also advise clients on environmental, social and governance (ESG) related disclosures within SEC filings, investor presentations, sustainability reports, and other public materials, including their websites. Additionally, we provide counsel on ESG-related stakeholder engagements and communications with third parties, including company responses to shareholder activism, including shareholder proposals related to climate change or diversity, equity and inclusion. We also assist with submissions to third-party ratings, help analyze ESG scoring and support our clients in better understanding and responding to such metrics.