Practices

Capital Markets

Why Cooley

Our mission

We deliver elite legal guidance at every stage of the company life cycle and have an unparalleled passion for helping high-growth, disruptive companies become successful public companies.

Companies that partner with Cooley benefit from market-leading initial public offering (IPO) and capital markets advice as they scale, combined with comprehensive public company advisory services to support their long-term growth. Our innovative, forward-thinking approach ensures your company is not only equipped for today but also well positioned for tomorrow.

With a balanced company-side and bank-side practice, Cooley stands apart by understanding both sides of the transaction. Our collaborative, team-based approach makes us the trusted counsel for the most transformative deals in the market.

Why companies choose Cooley for their IPO

  • Unmatched experience: We are the predominant legal advisors in the IPO market. Those involved in the transaction, from the investment bankers to the investors, will rest more easily knowing Cooley is on your side. We have handled more IPOs than any other law firm, offering unmatched insights into the challenges and opportunities your company will face.
  • Innovative strategies: Not all IPOs are built the same. We won’t try to make your IPO fit within predefined lines – rather, we’ll help you tailor the transaction to best suit your unique needs. We have a track record of helping issuers implement innovative structural and marketing solutions, and we’ll make your transition from private to public company as seamless and effective as possible for you, your board, your employees and your shareholders.
  • Connected where it counts: We leverage our strong investment banking relationships to open doors, anticipate underwriter concerns and navigate swift outcomes to challenges, helping you raise capital with confidence. Our network becomes your advantage in the IPO process.
  • With you for the long haul: The lawyers who comprise your IPO team will continue to represent you as a public company, meaning you will have the same dedicated team as you grow. This enables our team to support you through pivotal transitions in your company life cycle, making Cooley your trusted partner in your long-term success.
  • Firmwide access: Teamwork is part of our firm ethos and the cornerstone of how we deliver results. By leveraging the collective experience of our entire firm, we ensure every challenge is met with the best resources and insights available, delivering unmatched service at every step of your journey.

Trusted counsel for public companies

  • Trusted advisors: We serve as principal corporate governance and securities counsel to 280+ public companies across industries.
  • Exceptional counsel at every step: Our public company and corporate governance practitioners advise on SEC reporting and disclosure requirements – including environmental, social and governance (ESG) and executive compensation – with a deep understanding of what matters most to public company leaders.
  • Strategic guidance, real-time insights: Our dedicated team provides targeted and proactive advice, tracking legal and regulatory developments on a day-to-day basis. This allows us to structure corporate governance frameworks that align with investor expectations and regulatory developments.
  • Prepared for activism: We bring deep experience guiding public companies through shareholder engagement, proxy contests and activism defense – delivering strategic, board-level counsel when it matters most.
  • Regulatory insight from the inside: Our team includes former SEC and US Attorneys’ Office professionals who bring rare, insider perspectives across federal and state securities law – including SEC reporting, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Jumpstart Our Business Startups (JOBS) Act, equity and other compensation matters, stockholder rights plans, stockholder proposals and proxy contests, Nasdaq, the New York Stock Exchange, the London Stock Exchange (Main Market and AIM), the Stock Exchange of Hong Kong listing requirements, and Delaware corporate governance matters.
  • Support across borders and disciplines: Our cross-disciplinary and multijurisdictional approach leverages real-time guidance from our bench of industry-leading practitioners across practices, including regulatory, litigation, executive compensation and benefits, and partnering and licensing, allowing us to adeptly navigate complex issues that arise in connection with capital markets transactions and operating as a public company.

Explore Cooley’s corporate governance and securities regulation capabilities

Transaction types

  • Equity
    • Public equity offerings
    • IPOs
    • Direct listings
    • Special purpose acquisition companies (SPACs)
    • Follow-on and secondary public offerings
    • Rule 144A/Regulation S offerings
    • Private investment in public equity (PIPE) transactions
    • Other private placements
    • At-the-market offerings
  • Debt/preferred
    • Convertible debt
    • High-yield debt
    • Investment-grade debt
    • Preferred stock
    • Derivative products
    • Mezzanine capital
    • Royalty-backed and other structured debt
    • Debt securities