Practices

Capital Markets

Why Cooley

Cooley lawyers advise leading issuers, investment banks and investors in equity and debt transactions that raise capital through the global public and private capital markets. As the most active law firm for technology and life sciences initial public offerings (IPOs), we have a unique, industry-leading company-side and bank-side practice, giving us deep insights in the capital markets sector. We are pragmatic, commercially minded lawyers who not only appreciate relevant legal considerations, but also deeply understand our clients’ businesses and are focused on helping them attain their marketing, positioning and transactional objectives. With our collaborative, team-based approach, we are the preferred choice as either issuer's counsel or underwriters' counsel on the most transformative transactions in the market.

Transaction Types

Equity

  • Public equity offerings
  • IPOs
  • SPACs
  • Follow-on and secondary public offerings
  • Shelf registrations
  • Rule 144A/Regulation S offerings
  • PIPE transactions
  • Other private placements

Debt/Preferred

  • Convertible debt
  • High yield debt
  • Investment grade debt
  • Preferred stock
  • Derivative products
  • Mezzanine capital
  • Royalty-backed and other structured debt
  • Debt securities

         

IPO Process

We view ourselves as part of the team in pursuing and executing on our clients’ IPO plans. Clients turn to Cooley for our efficiency and ability to anticipate and successfully navigate issues before they arise. Our offerings include:

  • Leveraging industry-leading deal experience as both issuer and underwriters’ counsel in a firmwide, team-focused manner
  • Addressing SEC “hot topics” upfront and keep clients apprised of the key areas of focus at the SEC and other regulatory bodies
  • Prepping clients and boards of directors on the numerous laws and regulations that affect a company during, and after, an IPO
  • Actively managing many aspects of the IPO process
  • Leveraging our strong investment banking relationships (i.e., facilitating introductions, giving unique insights regarding the investment banks, expediting the offering process by anticipating and addressing underwriters’ concerns)

After the Bell

Following the IPO, we proactively work with our clients’ general counsels and the members of their management teams to help as they transition to a public company. Our experience includes:

  • Serving as principal corporate governance and securities counsel to 240+ publicly traded companies
  • Consulting in all areas of federal and state securities and corporate law matters, including SEC reporting, Sarbanes-Oxley Act, Dodd-Frank Act and JOBS Act, equity and other compensation matters, stockholder rights plans, stockholder proposals and proxy contests, Nasdaq, NYSE, LSE (Main Market and AIM) and HKEX listing requirements and Delaware corporate governance matters
  • A deep bench of industry leading specialists (i.e., regulatory, compensation and benefits, intellectual property, litigation, tax, M&A, technology transactions, partnering/licensing, cyber/data/privacy) allowing us to adeptly navigate complex issuers that arise in connection with capital markets transactions and operating as a public company

Public Companies