Our securities and corporate governance team counsels corporations, private companies, funds, underwriters, and other entities in all types of securities transactions—from private placements and initial public offerings (IPOs) to large-cap public company follow-on offerings and public and private M&A transactions. We work with our clients to structure securities transactions, as well as governance relevant to the transactions. We are adept at handling projects that range from the simple to the highly tailored and complex.
We represent clients in nearly every industry, with a strong focus on the energy, financial services, life sciences, manufacturing, retail, shipping and transportation, software, and technology sectors.
More than 20 of our practitioners are alumni of the Financial Industry Regulatory Authority (FINRA) and the US Securities and Exchange Commission (SEC). Our regulatory experience allows us to counsel our clients through ordinary and extraordinary regulatory issues, from routine comments, examinations, and inquiries to novel issues, enforcement actions, and complex requests for regulatory relief.
Our capital markets team covers 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.
We have a strong background in handling IPOs and have historically been a leader in handling IPOs for emerging growth companies, life sciences companies, shipping and transportation firms, asset managers, and special-purpose acquisition companies. Our clients include domestic and non-US companies, with particular experience in China and the Asia-Pacific region, as well as their underwriters and controlling shareholders, who may be selling shareholders in an IPO or a follow-on offering.
We counsel public companies and their management, boards of directors, special committees, and shareholders on structuring and executing mergers and acquisitions, tendering and exchanging offerings, and handling other transactions. Our lawyers have a comprehensive understanding of US and international corporate laws.
We provide counsel to public companies on their reporting and disclosure obligations, including financial reporting issues. Questions of materiality that require complex judgments are regularly handled by our lawyers. Our lawyers also participate in organizations that frame SEC disclosure and reporting requirements, giving us significant insight into regulatory concerns that can drive disclosure decisions.
We represent boards of directors, board committees, individual directors, and executive officers—keeping them in compliance with all requirements of the SEC, the New York Stock Exchange (NYSE) Euronext and Amex, NASDAQ, and other applicable US state and federal laws. Our lawyers counsel clients on the corporate and securities laws of each jurisdiction and country in which Morgan Lewis maintains an office (including the European Union).
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 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 advise public companies on critical issues related to proxy contests, activist shareholder campaigns, and battles for corporate control.
Versed in traditional corporate fiduciary standards as well as any new legislation, regulation, and listing standards, our team works to keep public company directors and officers aware of regulations and helps them fulfill their fiduciary responsibilities and meet shareholder challenges.