Leading public companies and global investment banks seek our representation on the full range of complex capital markets transactions. We have experience with various forms of equity and debt securities offerings, including IPOs, underwritten public offerings, PIPE transactions, Rule 144A private placements, debt and equity securities repurchases, and tender offers. We assist our clients in structuring and executing securities offerings involving common and preferred stock, high-yield and investment grade debt securities, convertible securities, and derivatives and equity-linked securities. Learn more.

Our attorneys advise public companies at all stages, from the newly public to the Fortune 500, on all manner of Securities and Exchange Commission (SEC) compliance and disclosure requirements. Our deep experience and broad perspective enable us to provide highly customized and pragmatic advice. Clients rely on us for proactive, efficient solutions to issues including sensitive Regulation FD disclosures; SEC rules changes; technical disclosure questions; sustainability disclosures and other disclosure trends; use of non-GAAP measures; MD&A and CD&A improvements; and SEC comment letter trends. 

We advise clients on all types of arrangements, including: 

• Equity plans, such as annual and long-term incentive plans, stock option, restricted stock/restricted stock unit, performance share, and broad-based equity plans 
• Executive compensation plans, including deferred compensation, supplemental retirement, severance, and change-in-control plans 
• Retirement plans, such as 401(k), defined-benefit, and ESOP plans 
• Health and welfare plans, including COBRA and HIPAA compliance 
• Other fringe benefits, such as cafeteria and educational assistance plans 
• Funding vehicles, including trusts and VEBAs 

We are well-versed in SEC executive compensation disclosure requirements and advise public companies on their annual proxy statements and registration statements on Form S-8. 

Market leaders turn to us to handle a range of private debt and equity financings, from capital markets to venture capital. Our goal is to provide clients with efficient and focused management of corporate financings related to any number of capital needs, such as financing specific transactions, acquisitions, growth, liquidity, and dividend and other recapitalizations. 

Stockholder activism is an established reality for public companies and can take many forms, including stockholder proposals for governance reforms; environmental, social, and governance and other disclosure demands; requests for board refreshment or representation; strategic demands; or a hostile takeover.  

We proactively advise boards and management on governance and disclosure best practices, anti-takeover defense, and stockholder outreach so our clients are in the best position to deter or respond to activists. We also regularly counsel our clients on evaluating, responding to, and defending against activists from the initial contact through public or private resolution or even a proxy contest. 

We serve a range of family-owned and private enterprises from growing local companies to those with international platforms and revenues surpassing $1 billion. They rely on us to help them develop governance structures that support growth, business stability, and smooth successions. Often working in conjunction with our Trusts & Estate Planning Group, we work closely with clients to develop roadmaps for significant future events, such as a sale of the company to a third-party buyer or an existing ownership or employee group, receipt of outside investments, or the transition of the business to the next generation.