Capital Markets Group
With attorneys in all major financial centers across the United States and throughout the UK, Europe and Asia, Duane Morris routinely advises clients on securities issues specific to public companies and assists with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other SEC filings, as well as private placement memoranda and related private offering materials.
Compliance with, or meeting requirements for exemptions from, federal and state securities laws is not only the principal focus of public and private offerings of securities, but can also be an important element in many other business transactions, such as mergers and acquisitions, tender offers and the formation of new ventures, including corporations, partnerships, limited liability companies and joint ventures.
A number of our lawyers have served in SEC staff positions and hold leadership positions in professional and securities industry organizations, enhancing our ability to provide keen insights into novel policy and regulatory issues. We leverage our industry knowledge and contacts with underwriters, placement agents, investment banks and private investment funds to identify possible partners who can help our clients grow their businesses in an efficient manner.
Our significant experience in representing issuers, underwriters, placement agents, investment banks and investors in public and private offerings allows us to better understand market expectations, the interests of the parties to these transactions, the business needs of our clients and the need for efficient execution and speed to market.
M&A and Complex Transactions
The Capital Markets Group performs a wide range of complex corporate transactions, including mergers and acquisitions, hostile and friendly tender offers, going private transactions, the conversion of mutual insurance companies, the formation of downstream holding companies for insurance companies, financial services securities matters, bank holding company matters and the conversion of savings and loan associations. Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often difficult transactions in an innovative, cost-effective and timely manner.
The group counsels clients in structuring, negotiating and consummating acquisition, sale and change of control transactions, both friendly and unfriendly. The firm often handles these transactions when they involve companies in regulated industries, such as banking and insurance.
Corporate Compliance, Regulatory Matters and Governance
In the United States, we guide our clients through a regulatory environment that is in a constant state of change, as it continues to evolve through the impacts of legislation including Sarbanes-Oxley (SOX), Dodd-Frank and the JOBS Act. We assist in the preparation of periodic SEC reports, filings and advice in connection with insider transactions (including Section 16 and Section 10(b) and Rule 10b-5), Regulation FD disclosure obligations, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings, change in control and other transactional (M&A) events and assisting Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges. We also assist our clients with corporate governance counsel and reporting; prepare no-action letter and interpretive requests; and provide a variety of legal opinions under the federal securities laws. We regularly advise boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance issues, including management succession and compensation, board composition and structure, conflict of interest avoidance, and specific NYSE and NASDAQ corporate governance requirements.
In the United Kingdom, we advise in relation to takeovers of public companies where the City Code Rules apply and help companies to understand the ever-changing rules and guidelines on corporate governance issues. We also advise a wide range of companies on the extensive application of the UK financial services regime, including authorization by the Financial Services Authority (FSA) on regulatory filing and reporting requirements.
We represent public companies and companies seeking to access public markets in initial public offerings (IPOs) and other structures, including alternative public offerings (APOs), direct public offerings (DPOs), special purpose acquisition companies (SPACs), as well as debt or hybrid securities secondary offerings of equity. When representing issuers, we typically become involved in all aspects of corporate and business planning and structuring, including preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications on NYSE and NASDAQ in the U.S., the SGX in Singapore, and the LSE's full list as well as AIM and PLUS Markets in the UK, and related transactional aspects of the offerings. We also have extensive experience representing investment banks, placement agents and investors.