With attorneys in all major financial centers across the U.S., Asia, London and Sydney, we routinely advise clients on securities issues specific to public companies and assist 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. In addition, some have served as general counsel to noteworthy public companies. 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.
Public Offerings
We represent public companies and companies seeking to access public and private markets in initial public offerings and other structures, including confidentially marketed public offerings, registered direct public offerings, special purpose acquisition companies and private investment in public equity (PIPE), as well as debt or hybrid securities secondary offerings of equity, including at-the-market (ATM) offerings.
Private Offerings/PIPEs
Some of our public company clients are also active issuers of securities in private transactions that include Regulation D, Regulation S, Rule 144A and PIPE transactions. These transactions often involve complex resale and trading issues. We also render advice regarding exemptions from federal and state securities registration laws and related regulatory matters. As is the case with public offerings, we also represent issuers, investment banks, placement agents and investors in private (exempt) transactions.
At-the-Market Offerings
Duane Morris lawyers are at the forefront of developing several ATM offering products for equity, debt, preferred and convertible securities, and have applied this technology to a variety of dual-listed issuers in Australia, Canada, Europe and Israel. In addition, our lawyers have structured a variety of equity, debt and hybrid security products enabling issuers to raise capital more efficiently.
REITs and Real Estate Securities
Our securities lawyers have substantial experience regarding real estate securities, real estate investment trusts and real estate-based securities. We advise clients involved in listed and nonlisted real estate securities. Our advice encompasses a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, structuring 1031 transactions and advising some of the nation's largest REITs on initial public offerings, mergers and acquisitions, and innovative transactional structures. Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, sellers, investors, tenant-in-common sponsors, investment banks, leading lenders, state and federal regulators, the IRS, REIT owners and operators, and related industry associations.
Issuer Representation
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 in the U.K., the LSE's full list, as well as the AIM and PLUS Markets, and related transactional aspects of the offerings. We also have extensive experience representing investment banks, placement agents and investors.
Corporate Compliance and SEC Reporting
In the U.S., 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 Dodd-Frank, the JOBS Act and cybersecurity and climate disclosures. We assist in the preparation of periodic SEC reports, annual proxy statements, filings and advice in connection with insider transactions (including Section 16 and Section 13), Regulation Fair 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.
Corporate Governance
We also assist our clients with corporate governance counsel. 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.
Delaware Counsel
Our Delaware attorneys are experienced in handling Delaware corporate law and governance issues and corporate litigation matters in Delaware's Court of Chancery. The Wilmington office assists our securities and capital markets lawyers in advising corporate boards regarding fiduciary duty matters and complex issues of corporate governance, individual directors and committees of boards involved in challenging litigation, including hard-fought proxy contests or actions to compel an annual meeting, and responding to stockholder demands.
The Wilmington office also has a significant "local Delaware counsel" practice and is often called upon by other law firms, large and small, from across the country and around the world to serve as local or special counsel. In fact, the office is frequently called upon for opinions on Delaware law issues for transactions handled by those firms in other jurisdictions.
Sustainability and Risk Mitigation
Duane Morris has a dedicated team of professionals across practices and industries that provides counsel in the environmental social governance (ESG) space. They advise companies, communities, boards of directors and trade associations on various ESG and sustainability issues and challenges, including creating enterprisewide ESG strategies, policies, plans and committees, as well as measuring, monitoring, verifying and reporting on ESG compliance. Our services include:
- Bylaws and related documents
- Climate disclosure rules, including board oversight
- ESG disclosure and due diligence
- Responsible investment policies and procedures
- Sustainability reports
- Shareholder proposals related to ESG issues
- Cybersecurity policies and procedures
- Supply chain issues
M&A and Complex Transactions
Our capital markets lawyers perform a wide range of complex corporate transactions, including mergers and acquisitions, hostile and friendly tender offers, going-private transactions and takeover defense. 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. Duane Morris 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.
International Services
Asia-Pacific
Our Asia-Pacific-based securities lawyers are experienced with mergers and acquisitions, including negotiated acquisitions and divestitures, hostile acquisitions and defense against takeover attempts. They regularly represent multinational businesses in transnational transactions, including public offerings, and advise them on securities law compliance, ongoing reporting obligations and corporate governance issues. Our lawyers in Asia:
- Act as international legal counsel on equity offerings
- Handle listings on the Singapore Exchange (Mainboard and Catalist) and Yangon Stock Exchange, as well as dual listings
- Counsel on debt offerings (including FCCBs, high-yield bonds, medium-term note programs and debt private placements), as well as block trades
Having worked on more than 100 offerings by Indian issuers since 2004, our leading international counsel advises on securities offerings by Indian issuers. We have represented almost every major international and Indian investment bank, worked on the largest initial public offering in Indian history of its time and advised on the first listing on the Yangon Stock Exchange by First Myanmar Investment Public Co. Ltd.
Our Singapore office is highly ranked for capital markets for foreign/international firms by all leading legal publications, including Chambers Asia-Pacific, Chambers Global, IFLR1000 and Legal500. We are one of only two firms in Singapore ranked by Legal500 for capital markets for international firms in 2025 to receive the “Client Satisfaction” tick.
London
In the U.K., 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 U.K. financial services regime, including authorization by the Financial Services Authority on regulatory filing and reporting requirements.
For Additional Information
For more information, please contact Darrick M. Mix or any of the group members referenced in the Attorney Listing.