Capital Markets in the U.S.A.

Our Capital Markets practice group is the preferred destination for a wide range of U.S. and foreign businesses – publicly traded and privately owned – that have securities traded or raise capital in the U.S. We are also the leading counsel for many prominent banks, financial institutions, investors, boards of directors, and other parties involved in capital markets.

We are the only global law firm with a significant presence in the U.S. and Israel, giving us the ability to advise companies and investment banks doing offerings on exchanges in New York or Tel Aviv.

Clients regularly turn to us to facilitate a range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures.

For example, we have recently advised on four IPOs in the past year in the biotechnology and technology industries, and helped financial services companies and government properties, senior living, and hotel REITs to raise billions of dollars in equity and debt offerings.

Our knowledge of the Sarbanes-Oxley Act, Dodd-Frank Act, the JOBS Act and stock exchange listing standards helps clients to meet the challenges of state and federal rules in relation to shelf registrations, periodic SEC filings, stock exchange listings and compliance with securities laws.

Collaborating seamlessly with multiple departments, we provide advice to management, boards, audit and other committees, as well as individual executives, employees and directors on a range of critical issues, including disclosure, reporting and enforcement issues, as well as fiduciary duties, executive compensation, company policies and procedures, insurance, whistleblower complaints, bylaw provisions, clawback policies, risk management, auditor independence, and much more.

Download our Public Company Compliance Manual for Israeli Companies (PDF)

Securities

  • Represented issuers or underwriters in four IPOs in the past year in the biotechnology and technology industries
  • Represented office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
  • Provided ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A offerings and securities and governance issues surrounding possible conversion to a REIT
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Represented a public senior living community operator in a convertible note offering
  • Represented lead underwriter in several follow-on public equity offerings by a biotech company
  • Represented various companies in self-tender offers for outstanding notes
  • Represented a private financial services firm in a $700 million 144A debt offering
  • Represented a foreign software company in an acquisition and a going private transaction involving U.S. software company
  • Represented a REIT in an acquisition and public spinoff of a travel center company
  • Represented a biotech company in multiple “registered direct” offerings of common stock and warrants
  • Represented a medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on NASDAQ followed by a $47 million public offering
  • Represented software and technology companies in equity and convertible note PIPEs
  • Assisted a financial services company in switching its listing from NASDAQ to NYSE
  • Represented companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation “clawback” policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Below are some third party resources that you may find useful. ZAG-S&W did not prepare the items linked to below and is not responsible for their content.

U.S. SECURITIES AND EXCHANGE COMMISSION

·Main page
·Final rules
·Proposed rules
·Self-regulatory organization (e.g., NYSE and Nasdaq) rules
·Public Company Accounting Oversight Board rules

NEW YORK STOCK EXCHANGE

·Main page
·Governance rules and proposals
·Listed Company Manual

NASDAQ

·Main page
·Marketplace Rules

FINANCIAL INDUSTRY REGULATION AUTHORITY (FINRA)

·Main page
·Regulation and compliance
·For investors

GENERAL RESOURCES

·ABA Presidential Task Force on Corporate Responsibility
·AICPA Audit Committee Effectiveness Center
·American Society of Corporate Secretaries
·CalPERS Governance Principles
·Corporate governance (general resource site)
·Financial Executives International
·Investor Responsibility Research Center
·National Investor Relations Institute
·Shareholder.com

CORPORATE GOVERNANCE “RATING” ORGANIZATIONS

·Institutional Shareholder Services
·Standard and Poor’s
·Glass, Lewis & Co.

FINANCIAL PRINTER RESOURCES

· Merrill Corporation securities law library

The publications and resources above primarily relate to public companies and mature private companies. These materials generally relate to U.S. federal securities laws and rules and regulations of U.S. agencies, such as the SEC and the Public Company Accounting Oversight Board, and self-regulatory organizations, such as the New York Stock Exchange, American Stock Exchange and Nasdaq. Sullivan & Worcester also advises smaller private companies on all matters relating to corporate governance. In addition, our Capital Markets Group assists clients in complying with corporate governance requirements and other rules and regulations under state law, including in Delaware, Massachusetts and New York, among others.

The SEC Pulse

The SEC Pulse provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters.

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