Our Global Securities Practice encompasses our Capital Markets, Securities Compliance and Corporate Governance Practices.
Capital Markets Practice Overview
Our Global Securities attorneys have extensive experience representing U.S. issuers, foreign private issuers and international issuers, underwriters, placement agents, financial institutions, venture capital funds, hedge funds, private equity firms, broker-dealers, investment companies and private investment firms in all aspects of securities offering transactions in the capital markets. Our experience extends to initial and follow-on public offerings (including privatization of government owned businesses), shelf take-downs and other registered and private offerings of equity, investment grade and high yield debt, convertible debt securities and structured securities. We have particular and recognized experience in registered direct offerings, at-the-market offerings (or ATMs), public and private equity line transactions, PIPEs, SPACs (including both offerings and operating company acquisitions) and REITS.
We routinely execute both domestic and cross border securities offerings, registered offerings, Rule 144A offerings (including A/B exchanges) and other private placements, as well as Regulation S financings. We also help our clients navigate securities aspects of public and private mergers and acquisitions, including acquisition finance, merger proxies and tender offer compliance. In addition, our Global Securities attorneys collaborate with our commercial finance practitioners to help our clients obtain and document credit facilities, term loans and other sources of capital from banks and non-bank financial institutions.
Our attorneys provide our clients experience in a wide range of industries, including, among others, healthcare, aerospace, pharmaceuticals, gaming, medical devices, information technology, financial services, life sciences, manufacturing, retail, real estate (including REITs), energy, infrastructure construction, and new and traditional media. We utilize attorneys across our office locations to provide capital markets and industry experience required for a particular client and a particular transaction. We have broad experience with cross-border transactions, leveraging our international talent resident both in our US offices as well as our offices in Mexico, Israel, England, the Netherlands, Poland, China and Korea. We also collaborate with attorneys from our Investment Regulation Group to advise investment companies, investment managers and business development companies with their specialized regulatory needs.
Our experience also covers the securities aspects of equity based compensation programs, including plan design, securities registration compliance, shareholder approval and plan operation and implementation.
Securities Compliance Practice Overview
Our Global Securities attorneys provide representation regarding securities law compliance to more than 100 publicly-reporting clients trading on all levels of the New York Stock Exchange and the NASDAQ Stock Market, a variety of international exchanges including the Tel Aviv Stock Exchange, Warsaw Stock Exchange, London Stock Exchange and the Frankfurt Stock Exchange, as well as in the over the counter markets. Our securities compliance experience includes periodic reporting, proxy solicitations, market and analyst communications, including traditional press releases and social media, investor outreach programs, Williams Act compliance, Sarbanes-Oxley compliance and Dodd-Frank compliance. We also have extensive experience in stock market listing rules compliance, stock exchange up-listings and down-listings, beneficial ownership reporting, insider trading, Regulation FD compliance, financial statement restatements and SEC financial reporting requirements. For your convenience, a desktop reference guide for Form 8-K filing events is available here. Our attorneys can also assist our clients in responding to emerging disclosure requirements such as Conflict Minerals Reporting, Say-on-Pay, and other new reporting demands. For SEC reporting companies with a Dec. 31 fiscal year end, we have prepared this reference guide of 2016 SEC Filing Deadlines and Financial Statement “Staleness” Dates.
Corporate Governance Practice Overview
Our Corporate Governance Practice combines professionals from our corporate, litigation and executive compensation departments to provide advice regarding the governance of public companies and the evolving responsibilities of their directors and senior management. We advise boards of directors, special committees and executive management regarding their fiduciary duties and corporate governance best practices to promote corporate integrity and shareholder value. We are experienced with representing clients related to insurgent and activist campaigns, proxy challenges, stockholder rights plans and other takeover defense programs. Our expertise encompasses formulation of corporate governance policies, disclosure policies and procedures, committee charters, insider trading policies, whistleblower policies, document retention policies, compensation policies, enterprise risk management and codes of conduct. We aid our clients in addressing proxy advisory services guidelines, reports and recommendations, as well as in structuring, implementing and disclosing compensation programs and policies. We also bring significant experience to the full range of disclosure requirements related to corporate governance matters.
When potential wrongdoing is suspected, we aid our clients in conducting internal investigations, including advising standing or special board committees, internal audit and other involved constituencies. Our assistance extends to working with regulators such as SEC enforcement, state securities regulators, federal and state prosecutors and other financial industry regulators to minimize disruptions and enforcement penalties.
We also have in depth expertise with the Foreign Corrupt Practices Act, including development of compliance programs and training programs to avoid FCPA problems, as well as responding to potential violations. This expertise extends to anti-corruption laws of other jurisdictions, including the United Kingdom and the European Union.
We can also offer our clients internal educational programs to train employees and management to avoid governance problems before they start, promote corporate integrity, reduce regulatory compliance costs and enhance productivity.