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;
• High-yield, convertible and investment grade debt offerings;
• 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), business development companies (BDCs) and foreign issuers engaging in cross-border capital raises, including those under the U.S.-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 help our clients resolve issues in 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:

• Health care
• Financial services
• Technology
• Energy and natural resources
• Manufacturing
• Education
• Consumer brands and products

Attorneys in our active Capital Markets practice have closed over 100 transactions since the beginning of 2020 alone, with transaction values ranging from approximately $5 million to $3.5 billion.

Guidance on corporate ESG disclosures and regulatory compliance

Efficiently and effectively reporting on environmental, social and governance (ESG) initiatives and complying with the growing array of ESG-related requirements is increasingly critical for our clients.

Our skilled attorneys advise clients on both mandatory reporting and voluntary 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.

In addition, we help clients to comply with the emerging and ever-changing international, federal, state and local ESG-related laws, rules, regulations, standards and frameworks, including the Task Force on Climate-related Financial Disclosures (TCFD) Framework, the Sustainability Accounting Standards Board (SASB), International Sustainability Standards Board (ISSB), and Global Reporting Initiative (GRI) standards.

We assist clients with creating and implementing their ESG-related policies, procedures and strategies, as well as ESG training and benchmarking. We also support boards with their oversight of ESG targets, policies and protocols once implemented.