We have acted as counsel to both issuers and underwriters in over 1,000 securities offerings raising more than $40 billion.
We counsel our clients on how best to meet their capital needs, including when applicable, compliance with regulatory capital requirement. Our team assists in raising capital through SEC-registered and private offerings—both initial and follow-on—of common stock, senior and subordinated debt, convertible and preferred securities, and asset-backed securitizations.
Our expertise also includes mutual-to-stock conversions, mutual holding company reorganizations, going-private transactions, and the issuance of employee benefit plan securities. We have served as counsel to both issuers and underwriters in over 1,000 securities offerings, collectively raising more than $40 billion.
Our clients often tell us that whether it’s their first private placement or a public offering, the experience transforms their company in ways they never anticipated—hopefully, for the better. That’s why we prefer to work with companies from the earliest planning stages. We help avoid common pitfalls, select appropriate professionals, and establish a clear and realistic timetable.
Throughout each transaction, we work closely with senior management, conducting due diligence, drafting disclosure documents, coordinating the working group, and managing communications with the Securities and Exchange Commission (SEC), and when required, with Federal and state banking or securities regulators.
Our attorneys have served on the staff of the SEC’s Division of Corporation Finance and the securities divisions of the FDIC and Office of the Comptroller of the Currency. These experiences have resulted in strong working relationships with the SEC, federal and state banking regulators, and national, regional, and boutique investment banks—relationships that help ensure each transaction is handled smoothly and efficiently. We are well-positioned to provide timely guidance on disclosure, regulatory interpretation, and policy matters.
In addition to transactional work, we counsel clients on corporate law, governance, and regulatory compliance. This includes advising on fiduciary responsibilities, board and committee structures, charter and bylaw provisions (including anti-takeover measures), and other corporate governance best practices. For public companies, we assist with ongoing SEC reporting obligations—including Forms 10-K, 10-Q, 8-K, proxy statements, shareholder proposals, and listing requirements—as well as issues related to insider trading, Regulation FD compliance, and shareholder communications.