Mayer Brown's securities lawyers advise issuers, underwriters, and institutional investors in public offerings and private placements around the globe. We have represented every major underwriter in the United States and regularly rank in the top tier in Thomson Financial's league tables of securities deals in the United States.
For many issuers, a securities offering is but one component of an overall financing plan. From equity and debt offerings, syndicated bank loans, and project finance to asset securitization and leverage leasing, Mayer Brown is an all-inclusive source of legal advice for issuers seeking to access the world's capital markets.
We regularly represent clients in:
- initial public and follow-on offerings of equity securities
- debt issuances, including investment-grade term debt, convertible debt, high-yield debt, Eurobonds and medium-term notes
- development and offerings of hybrid, equity-linked or tax-advantaged securities, including trust preferred securities and exchangeable or convertible debt securities, such as LYONSSM, DECSSM, RHINOSSM, and FELINEPRIDESSM
- syndications by limited partnerships of interests in real estate, oil and gas and other assets
- offerings by mezzanine and leveraged buyout funds
- rights offerings
- exchange offers
- other capital-raising and risk-hedging transactions
In guiding clients through the IPO process and the requirements of being a public company, we help companies think about their businesses in new ways. We assist first-time issuers in implementing corporate governance practices, understanding initial and ongoing disclosure and reporting requirements, and establishing employee benefit arrangements.
Mayer Brown's UK securities practice serves major corporations throughout the UK and the Continent. Chambers Global recently said of our UK practice: "[T]he market admires the firm's clear focus which has led to instructions for major clients..." And The Legal 500 added: "[T]he firm is receiving plaudits for its commercial and pragmatic practice."
We have particular expertise in representing issuers and financial intermediaries in capital-raising and other portfolio-financing transactions for real estate investment trusts and other publicly and privately owned real estate related enterprises, insurance companies and financial institutions.
We also represent foreign issuers in accessing the US capital markets, and emerging markets issuers in accessing the US and global capital markets. We handle Euro-securities transactions for issuers, underwriters, dealers and investors. We regularly represent Canadian companies and have substantial experience in the SEC's multi-jurisdictional disclosure system (MJDS). Companies outside the United States come to us to establish American Depositary Receipt (ADR) programs to raise capital and to establish a presence in the US capital markets.
Mayer Brown advises on public company regulatory compliance needs, including registration, listing, interpretive, compliance, enforcement and disciplinary matters involving the US Securities and Exchange Commission, the New York Stock Exchange, the NASDAQ Stock Market, and the National Association of Securities Dealers. Our securities attorneys include former SEC staff members who offer our clients insight into the workings of the SEC and advice on its rules and procedures.
Finally, we provide day-to-day legal advice on compliance with all applicable securities laws, including significant new developments such as the Sarbanes-Oxley Act of 2002. This includes:
- compliance with disclosure rules
- corporate reporting and publicity requirements
- proxy issues
- tender offers
- restrictions on trading by corporate insiders and affiliates
- transfers of restricted securities
