Public Company and Securities

Capital Markets

We assist issuers, investment banks, and investors with a wide variety of public and private financings, including:

• Initial public offerings (including helping companies prepare for post-IPO public company disclosure and governance requirements).
• Follow-on offerings.
• At-the-market (ATM) offerings.
• Offerings of preferred stock and convertible and hybrid securities.
• High-yield and investment-grade debt offerings.
• Rule 144A and Regulation S transactions.
• Shelf registration statements and takedowns.
• Initial listings and up-listings on national securities exchanges.
• Other offerings, such as:
  • PIPEs.
  • Secondary offerings.
  • Rights offerings.
  • Registered direct offerings.
  • Equity lines of credit (ELOC).
  • Reverse mergers, de-SPAC transactions, and direct listings.
  • Transactions and compliance for issuers listed on non-U.S. exchanges.

Public Company Mergers and Acquisitions and Other Extraordinary Corporate Transactions

We help our clients structure, negotiate, and execute business combinations, mergers, reorganizations, tender offers, going-private transactions, and other change of control transactions. We assist in preparing necessary filings for these transactions with the SEC, securities exchanges, and state securities regulators and advise on complex state law matters, including issues arising under Delaware corporate law and under the restrictive Indiana, Minnesota, and Ohio state anti-takeover regimes.

Our attorneys also act as counsel to special committees of the boards of directors of public companies considering extraordinary corporate transactions and to funds and other investors considering transactions involving a public company target.

Comprehensive Reporting and Compliance

We have deep and broad experience representing clients in their periodic reporting, public disclosure, and compliance obligations under the Securities Exchange Act and stock exchange rules. We advise public companies, management, boards of directors, and board committees on legal strategy and provide sophisticated advice on complex regulatory issues that public companies face.

We regularly assist our clients with:

• Annual, quarterly, and current reports.
• Proxy statements and information statements.
• Reports for Foreign Private Issuers.
• Responses to SEC comment letters.
• Section 13 (Schedule 13D/G) and Section 16 (Forms 3, 4 and 5) reporting and compliance.
• Initial and continued listing standards of the securities exchanges.
• Complex reporting and disclosure issues, including novel accounting issues, acquired company financial statements, and restatements of financial statements.
• Proxy contests and disclosure matters related to activist investors.
• Quarterly earnings releases and investor presentations.

Corporate Governance

We advise public company boards of directors, board committees, and committees of independent directors on ordinary course and extraordinary governance and transactional matters.

Our representation includes advising clients on:

• Director fiduciary duties, including duties arising in conflict-of-interest and change-of-control transactions.
• Board and committee structure and composition.
• Stockholder engagement.
• Addressing and responding to activist investors.
• Governance programs and policies, including insider trading policy development compliance.
• Proxy advisor and institutional investor governance standards.
• Succession planning and leadership transitions.
• Compensation matters, including structuring and implementing compensation programs and agreements and say-on-pay practices.
• Sarbanes-Oxley Act and the Dodd-Frank Act compliance.
• Internal and external investigations.
• Structure and fairness of major corporate transactions.
• Environmental, Social, and Governance (ESG) policies and disclosure.
• Disclosure and governance matters related to cybersecurity, artificial intelligence, and other emerging technologies.