Capital Markets

Capital markets practice spans the full range of public and private securities transactions — IPOs, follow-on offerings, debt issuances, PIPEs, and convertibles. Whether you're issuer's counsel, underwriter's counsel, or advising a company navigating its first public offering, the work demands command of Securities Act mechanics, disclosure standards, and the interplay between deal structure and regulatory requirements.

A shelf registration (Form S-3) is the foundational capital markets tool for seasoned public companies. It permits the registration of securities in advance, enabling rapid market access when conditions are favorable. An ATM (at-the-market) program allows incremental equity sales into the market over time through a designated broker-dealer — useful for capital raises that don't warrant a full underwritten offering. ATMs require a prospectus supplement and ongoing disclosure coordination.

PIPE transactions (Private Investment in Public Equity) have become a common alternative for companies that cannot or prefer not to use public offering mechanics. PIPE documentation includes a securities purchase agreement and a registration rights agreement that obligates the company to register the shares for resale on a specified timeline. MNPI walls and insider trading considerations are critical to structure correctly.

For debt issuance, counsel manages the indenture, underwriting agreement, and Section 10(b) legal opinions. High-yield bonds require Rule 144A/Reg S mechanics; investment-grade issuers typically use registered shelf offerings. The covenant package — particularly change of control provisions — must be analyzed carefully for interaction with M&A scenarios.