We represent domestic and foreign issuers, underwriters, and selling shareholders in a broad range of equity offerings, including:

• Initial public offerings
• Follow-on offerings
• Registered direct and confidentially marketed public offerings
• American depository receipt offerings
• Rule 144A components of global offerings
• PIPEs

Our issuer clients operate in a broad range of industries including technology, industrials, media, manufacturing, real estate, financial services, energy, and food & beverage, among others.

We are leaders in equity offerings by special purpose acquisition companies (SPACs) and real estate investment trusts (REITs).

Investment-Grade Debt Offerings
We have an active practice representing issuers and underwriters (including being designated underwriters’ counsel for regular debt issuers) in investment-grade debt offerings. We have experience with a wide range of complex debt products in offerings exceeding $1 billion as well as in baby bond offerings.

High-Yield Debt Offerings
We regularly advise issuers and underwriters in offerings of high-yield debt, both SEC-registered and under Rule 144A/Regulation S. Our experience includes complex global offerings by both domestic and foreign issuers.

Convertible Debt and other Hybrid Securities Offerings
We regularly advise issuers and underwriters in offerings of convertible debt and other hybrid securities. We also advise on related transactions such as call spread and capped call overlays.

We have significant experience with spin-offs, carve-outs, split-offs, Reverse Morris Trust transactions, and other complex restructurings. Our experience covers the range of issues that arise in these transactions including securities, tax and transactional advice.

Our attorneys have extensive experience counseling public companies in all aspects of SEC compliance, reporting and filing requirements, securities offerings, compliance with stock exchange listing standards, and Sarbanes-Oxley (SOX) compliance. An active member of our clients’ day-to-day securities teams, we help clients meet the changing and increasingly complex compliance landscape, including:

• Preparation of SEC periodic reports and the proxy statement, including advising on the legal requirements for such reports
• Preparation and review of earnings releases, earnings slide decks, and related materials
• Preparation and review of response to SEC comment letters
• Compliance with SEC and stock exchange requirements, including the preparation of an annual SEC and stock exchange compliance calendar, and counseling senior management on such regulatory requirements
• Advice on approaches to other securities compliance issues, disclosure controls and procedures, and reviewing and updating SEC compliance policies
• Preparation of board and committee materials

Our attorneys are integrated into our public and private company clients’ corporate governance teams and help them navigate the complex governance landscape. We provide assistance in the following critical areas:

• Advising management on practical and effective approaches to other securities compliance issues, disclosure controls and procedures, and reviewing and updating SEC compliance policies, including insider trading guidelines and reporting systems and participating in disclosure committee meetings
• Annual recommendations regarding articles of incorporation, bylaws, policies, and board committee charters and advising management and the board on current trends in corporate governance, including the impact of proxy advisory firms
• Corporate governance and compliance, including reviewing and updating appropriate corporate governance guidelines and procedures and conflicts of interest, “whistle blower,” and other company-wide policies required under SOX, Dodd-Frank, and the Securities Exchange Act of 1934
• Preparation of board and committee materials, including presentations to board and committees, resolutions and annual board and committee calendar, and to the extent that the client requests, participation in board and committee meetings
• Education for management and assistance with fiduciary training and Foreign Corrupt Practices Act training