Securities & Corporate Finance
Foley’s Transactional & Securities attorneys develop innovative securities offering structures and assist with SEC and exchange regulation compliance.
Our Transactional & Securities attorneys regularly represent issuers, underwriters, and investors in public and private securities transactions in the United States and in foreign markets, ranging from venture capital seed funding for emerging companies to significant public equity and debt offerings for large public companies. We have extensive experience in a variety of securities transactions involving equity, debt and convertible securities, and derivative and hybrid financial products.
Our attorneys work closely with you on disclosure, registration, listing, enforcement, and other matters. In addition, we use our significant experience with regulatory and enforcement agencies to provide you with valuable counsel on important interpretive and procedural issues. We offer sophisticated and timely advice regarding the many issues that arise from recent or pending changes in securities law, accounting rules, and other regulations.
We focus exclusively on participants in the financial markets, such as broker-dealers, hedge funds, exchanges, commodities-futures merchants, commodity pool operators, insurance companies, investment companies, investment advisers, and technology providers. We have one of the largest practices of this type in the country. With decades of experience representing participants in the world's capital markets, we understand the importance of “speed to the market.” We are committed to providing clients with practical and timely advice on the wide range of legal and compliance matters that affect the financial services industry.
Our broad range of securities and corporate finance services include:
We represent U.S. and international issuers, underwriters, initial purchasers, and placement agents in all manner of securities offerings involving equity, debt, and hybrid products, including registered public offerings, Rule 144A offerings, Regulation S offerings, and private placements. If your deal involves using securities in public M&A transactions, we provide effective solutions to address the complex legal issues that arise in those structures. And if your offering involves the global capital markets, our attorneys provide legal counsel in cross-border and international securities offerings. We routinely represent U.S. issuers, underwriters, initial purchasers, and placement agents in connection with offshore Regulation S offerings, including Regulation S offerings launched concurrently with Rule 144A private offerings in the United States. We also assist international clients with registered public offerings and exchange listings in the United States of American Depositary Shares or ordinary shares.
We have a long history of helping issuers and underwriters in all aspects of IPOs, from structuring agreements governing officer and director equity participation and preparing the prospectus and registration statement to negotiating underwriting terms, coordinating the participation of selling shareholders, and preparing listing agreements and applications.
After the IPO, we provide comprehensive legal services, including corporate finance, commercial transactions, tax and employee benefits, mergers and acquisitions, antitrust, regulatory, environmental, intellectual property, and litigation to help you grow and manage the challenges and opportunities of being a publicly held company.
Our attorneys use their knowledge in corporate, securities, tax, and pension matters to create investment vehicles for both U.S. and international investors. We counsel sponsors, investment managers, underwriters, pension funds, and other institutional investors concerning the organization, structuring, and issuance of securities by a wide variety of investment vehicles and help clients optimally structure investment vehicles, whether designed as partnerships, trusts, corporations, or limited liability companies. After formation, we provide ongoing counsel regarding financing, trading, and investment activities to provide you with the best possible environment for growth and success.