We help a wide range of public and private companies succeed in their capital markets transactions, and address their related corporate governance and regulatory requirements.

We regularly serve as issuer’s counsel for all types of registered offerings, including initial public offerings, secondary offerings,shareholder rights offerings and other complex equity and debt transactions. We also advise clients on unregistered equity and debt offerings, which can take many forms, including a start-up seeking to raise funds from angel investors, an established private company seeking to grow through a venture capital transaction, or an emerging company raising money through a Regulation D transaction.

Public and Private Securities Transactions

  • Initial public offerings and follow-on offerings
  • Regulation A+, Regulation D, Regulation S and Rule 144A transactions
  • Private Investments in Public Equity (PIPEs)
  • Regulation Crowdfunding transactions
  • Repricing schemes under employee benefits plans
  • Reverse mergers involving special purpose acquisition and other public shell companies
  • Rescission offers
  • Tender offers and going-private transactions
  • Securities issuances in connection with mergers and acquisitions
  • Resales of restricted and control securities

Regulatory, Compliance and Corporate Governance Concerns

  • Reporting and disclosure requirements for U.S. and non-U.S. issuers
  • Compliance with securities exchange listing requirements
  • Creation of compliance policies, codes of ethics and committee charters
  • Advising on internal investigations and responses to government inquiries
  • Audit, compensation and special committee representations
  • ERISA, employee benefits and executive compensation matters
  • Counsel on securities trading by directors and officers
  • Internal controls over financial reporting and disclosure controls and procedures