Capital Markets & Securities: Fueling Growth and Navigating Compliance

Capital markets transactions, including private placements and public offerings, play a pivotal role in a company’s growth strategy and are critical for securing a meaningful competitive edge.

Achieving successful access to these markets requires expert legal guidance that stays ahead of dynamic financial trends, demonstrates comprehensive regulatory expertise, and excels in negotiating and executing intricate transactions with speed and precision.

Comprehensive Capital Markets Legal Services

Our Capital Markets & Securities Group partners primarily with issuers (companies raising capital) and underwriters (investment banks facilitating the transaction) on the full spectrum of equity and debt offerings. Our extensive experience ensures seamless execution, from early-stage planning through successful closing.

Key Transactional Experience:

We provide strategic legal guidance and execution expertise across a variety of capital raising structures, including:

Transaction TypeDescription
Initial Public Offerings (IPOs)Advising companies launching their first public sale of stock.
Follow-on OfferingsSubsequent public offerings of stock by companies already public.
SPACsTransactions involving Special Purpose Acquisition Companies.
PIPE TransactionsPrivate Investment in Public Equity for public companies.
Confidentially Marketed Public Offerings (CMPOs)Efficiently raising capital via a limited marketing process.
At-the-Market Offerings (ATMs)Flexible, continuous offerings of equity at prevailing market prices.
Registered Directs (RDs)Direct offerings of registered securities to a select group of institutional investors.
Convertible OfferingsStructuring and executing convertible debt and equity instruments.
Alternative FinancingAdvising on various other complex and innovative financing strategies.
Reverse MergersStructuring and advising clients, both private and public, through complexities of a go-public transaction whereby a private company merges with an into a public entity, effectively allowing the private company to become publicly listed without undergoing a traditional Initial Public Offering (IPO).
Cross Border Listings Advising foreign companies listing its shares on a U.S. stock exchange in addition to or instead of its home country’s exchange, to access global capital, enhance liquidity, and increase international visibility.

Specialized Expertise in Strategic Structures

We possess deep experience in alternative and complex paths to public markets and global capital access, allowing clients to meet unique strategic goals.

Our senior partners and practitioners are extensively involved in every deal from beginning to end, ensuring a level of strategic oversight and hands-on engagement that forms the bedrock of our service commitment.

A reverse merger provides an alternative path for a private company to become publicly traded by acquiring or merging with an existing public company (often a non-operating “shell company”). This approach can be faster and less susceptible to volatile market conditions than a traditional IPO, making it an attractive option for certain companies, particularly in sectors like life sciences. 

Our legal services in Reverse Mergers include: 

  • Structuring the transaction to ensure compliance with SEC and exchange listing rules (Nasdaq/NYSE). 
  • Conducting enhanced due diligence. 
  • Preparing the complex post-merger disclosures, such as the mandated “Super 8-K” filing, which contains information equivalent to an IPO registration statement. 
  • Advising on the application of “ineligible issuer” rules and resale restrictions that affect the combined entity and its affiliates. 

For companies looking to access deeper liquidity, achieve higher valuations, or increase global brand visibility, we advise on the legal and regulatory complexities of foreign companies listing on U.S. exchanges or achieving dual listings. This is a critical area for companies looking to transition from local to global funding platforms. 

Our counsel is vital for navigating the intersection of two or more regulatory regimes, covering: 

  • Foreign Private Issuer (FPI) Status: Determining eligibility and utilizing FPI advantages under U.S. securities laws (e.g., modified reporting requirements). 
  • Disclosure Harmonization: Reconciling U.S. GAAP or IFRS accounting standards and satisfying differing disclosure requirements between jurisdictions (e.g., SEC vs. European/Asian exchanges). 
  • Regulatory Coordination: Managing simultaneous review processes with multiple bodies (e.g., the SEC and a foreign regulator). 
  • Corporate Governance: Advising on compliance with two sets of corporate governance and investor protection standards. 

Issuer and Emerging Growth Focus 

We work closely with clients across a broad range of industries and life stages, from emerging growth companies executing their debut financing to established public entities managing ongoing compliance and strategic fundraising. Issuers, particularly those navigating the complexity of an IPO, value our team’s unique ability to combine deep legal insight with business-savvy guidance throughout the entire process. 

Underwriter Confidence 

Major investment banks that underwrite offerings appreciate the efficiency and reliability of our lawyers. Collectively, our team has closed hundreds of deals and is adept at quickly identifying, mitigating, and addressing disruptive factors to keep the transaction path smooth and predictable. 

Regulatory Dialogue and Execution 

Our ongoing professional dialogue with key regulatory bodies, including the SEC, Nasdaq, and NYSE American, helps facilitate proactive solutions and successful outcomes when intricate regulatory questions arise. 

Integrated Corporate Governance and Compliance 

Our Capital Markets team extends beyond the closing table to encompass: 

  • Corporate Governance: Establishing and maintaining best-practice governance structures post-offering. 
  • Ongoing Compliance: Advising public companies on continuous reporting obligations (e.g., 10-K, 10-Q, 8-K filings) and securities laws compliance. 

Our senior partners and practitioners are extensively involved in every deal from beginning to end, ensuring a level of strategic oversight and hands-on engagement that forms the bedrock of our service commitment. 

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