Capital Markets & Securities

Our lawyers represent companies in a wide range of capital markets transactions, including:

• Initial and follow-on public offerings
• Shelf registrations and takedowns
• Rule 144A/Regulation S offerings
• Venture capital and other private placements
• PIPE transactions
• Trust preferred offerings
• Convertible, hybrid, and equity-linked securities
• At-the-market (ATM) offerings
• Registered direct offerings
• Rights offerings
• Equity lines
• Investment-grade note offerings
• High-yield debt offerings
• Exchange offers
• Tender offers and consent solicitations
• Liability management transactions and debt restructurings
• Medium-term note programs
• Eurodollar offerings
• American depositary share offerings
• Spin-off, split off, and carve-out transactions
• Tracking stocks

We also serve as underwriters’ counsel and dealer-managers’ counsel for major investment banking firms, including Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley, Piper Sandler & Co., RBC, UBS, and Wells Fargo. We also act as designated underwriters’ counsel in the equity and debt offerings of numerous companies.

SEC Reporting & Compliance

Our SEC reporting and compliance team handles the full range of your securities disclosure, compliance, and corporate governance matters under the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes–Oxley Act, Dodd–Frank Act, and Jumpstart Our Business Startups Act, as well as the related SEC rules and the listing standards of the New York Stock Exchange, Nasdaq Stock Market, and other stock markets.

We bring practical judgment and a broad perspective to counseling senior management, boards, board committees, and internal legal and compliance departments. We assist in meeting your day-to-day challenges such as public reporting, compliance programs, fulfillment of board and committee responsibilities, and shareholder engagement. We work together with you on your periodic SEC filings and compliance matters to contribute to our understanding of your business, considerably enhancing our level of service to you.

We also respond quickly and effectively to special challenges such as the discovery of financial statement errors, shareholder activism, unplanned-for CEO succession, and government investigations. In these circumstances, we quickly assemble a team with the knowledge and background the situation demands, often working closely and collaboratively with our executive compensation and securities litigation colleagues across the firm.

A number of our lawyers have served as staff members of the SEC, holding senior management positions such as deputy director of the Division of Corporation Finance and chief of the SEC’s Office of Mergers and Acquisitions. Our lawyers maintain strong relationships with members of the SEC staff, and when the need arises, will help you resolve potential reporting and compliance issues. We also provide early warning of new regulatory developments and emerging trends to help you prepare for change in a considered way tailored to your business and circumstances.

Securities compliance services we provide include:

• Advising on the legal impacts of sweeping regulatory reforms, including the Dodd–Frank Act and the Jumpstart Our Business Startups Act.
• Preparing and reviewing Securities Act registration statements.
• Preparing and reviewing annual and special meeting proxy statements.
• Reviewing and advising on Forms 10-K, 10-Q, 8-K, 20-F, and 6-K.
• Developing and complying with insider trading policies.
• Reviewing drafts of quarterly earnings releases and investor presentations.
• Assisting with disclosure judgments and analysis.
• Developing corporate governance guidelines and board committee charters and assisting with board and committee compliance matters.
• Preparing and reviewing Regulation Fair Disclosure policies and assisting with related compliance.
• Advising on beneficial ownership (Schedule 13D/G) and short-swing profits (Forms 3, 4, and 5) reporting and compliance.
• Drafting no-action and exemptive letter requests to the SEC staff, including requests related to shareholder proposals.
• Assisting with auditor independence issues and other accounting-related disclosure questions.