Our attorneys regularly represent issuers in registered public equity and debt offerings (including initial public offerings, secondary offerings and rights offerings) and public and private placements of equity and debt securities, as well as investors and borrowers in private equity and venture capital investments. Drawing on our industry knowledge and frequent long-term relationships with our client, we proactively help clients to achieve their financing objectives via the capital markets.
Public and Private Offerings of Securities
We provide guidance on initial public offerings, including both primary and secondary sales, follow-on equity offerings, debt offerings, rights offerings as well as tender offers, exchange offers and other offers in connection with mergers and acquisition transactions. Our lawyers guide clients through all aspects of the public offering process, starting with the development and implementation of required and “best practices” corporate governance, meeting NYSE or NASDAQ listing requirements, establishing procedures for disclosure and reporting compliance and structuring employee and executive compensation plans. We also guide clients through all aspects of exempt domestic and cross-border private placements of securities from Rule 144A private placements to the most sophisticated investors to Regulation D and Section 4(a)(2) offerings to accredited investors. We also have extensive experience with U.S.- Canadian cross-border offerings and securities matters, including bought deals and multijurisdictional disclosure system offerings and reporting obligations.
Securities Law Compliance
Representing issuers of public securities throughout the corporate lifecycle, we advise publicly-held companies on an ongoing basis, in connection with matters arising under the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We establish compliance programs to address insider trading and related issues; write and distribute press releases and structure and implement anti-takeover devices and other defensive measures. We also advise officers, directors and shareholders of public companies on all aspects of securities compliance, including transfer restrictions and reporting obligations.