Capital Markets & Public Companies

We cover the equity and debt securities markets, including structured and derivative securities. For issuers, investment banks, and institutional investors, we handle conventional underwritten debt and equity offerings, direct placements, block trades, bought deals, at-the-market equity offerings, and private placements. Customary transactions include US and global public offerings of securities and stock exchange listings, from traditional listings to alternative markets.

Our lawyers have broad experience handling numerous IPOs and have historically been leaders in handling IPOs for emerging growth companies, life sciences companies, shipping and transportation firms, asset managers, and special-purpose acquisition companies. Our clients include US and non-US companies, particularly in China and the Asia-Pacific region, as well as underwriters of both IPO and follow-on offerings.

We have experience in advising boards, board committees, directors, and management as they perform their duties in all types of situations, both extraordinary and routine. We are thoroughly versed in traditional corporate fiduciary standards as well as in the extensive and ever-changing body of legislation, regulation, and listing standards that both define and shape the responsibilities of directors and officers of public companies. We help clients stay abreast of best practices and maintain programs that comply with all relevant legal and regulatory requirements under the Sarbanes-Oxley Act, the national listing exchanges such as the NYSE and NASDAQ, the SEC, and US state and federal laws. We understand that every company is different and that nuances in corporate governance structures can be of significant importance to boards, directors, management, and investors.

We provide counsel to public companies on their reporting and disclosure obligations, including financial reporting issues, and assist clients with complex reporting and disclosure questions. We participate in organizations that frame SEC disclosure and reporting requirements, giving us insight into regulatory concerns that drive disclosure decisions.

We regularly represent boards of directors, board committees, individual directors, and management teams—keeping them in compliance with all requirements of the SEC, stock exchanges and applicable US federal and state laws. We also counsel clients on the corporate and securities laws of each jurisdiction and country where we maintain an office, including the European Union.

We provide counsel to public companies in preparing for and defending against approaches by activist shareholders. Our work in this area ranges from preparing for such situations in advance of their occurring to counseling clients in proxy contests and other contested situations.

Read about our Shareholder Activism Defense capabilities.