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Corporate Finance, Securities and Capital Markets

As part of our full-service capabilities, Schwabe, Williamson & Wyatt provides corporate finance, securities and capital market legal advice and services to a broad spectrum of domestic and international clients. Our understanding of the capital markets, including our developed relationships with local and international investment banks, funds and merchant banks, assist us in delivering exceptional service to our clients, including specific connections in Canada and China.

Schwabe attorneys represent issuers, investment banks, placement agents, investors and investment groups in a wide range of transactional, compliance, and regulatory securities matters. In addition to serving as company counsel, we provide representation as underwriters' counsel in public offerings and other transactions.

Client Services
The Corporate Finance, Securities and Capital Market group provides services in a variety of areas.

  • Ongoing corporate counseling: public offerings, stock offerings, underwritings, blue sky compliance, debt offerings, convertible debt, senior debt (secured and unsecured), Stock Exchange and NASDAQ listings, Private Investment Public Equity (PIPE), private placements, exempt offerings, negotiated transactions, venture capital, mergers and acquisitions, commercial financing, public company representation, private and emerging growth companies representation, capital markets, joint ventures and strategic alliances
  • Mergers and acquisitions: public company transactions, acquisitions (stock and asset), mergers (stock, cash, debt or any combination), tender offers (hostile and friendly), proxy contests, corporate spinoffs, management issues, private company transactions, exit strategies, exchange offers, leveraged buyouts, succession planning, management issues, tax planning
  • Commercial financing: unsecured term and revolving financings, secured term and revolving financings, equipment financing, international financings, nonstandard collateral financings, real estate financings, leveraged sale-leaseback transactions
  • Public company representation: SEC disclosure and reporting compliance, insider trading reporting and compliance, Sarbanes-Oxley and Dodd-Frank compliance, corporate governance, change in control protection, corporate compliance, executive compensation, internet compliance and trading
  • Private and emerging growth companies representation: choice of entity, venture capital, private placements, financings and leasing, technology protection and transfer, investor representation
  • Capital markets: initial public offerings (IPOs), secondary offerings, alternative public offerings such as reverse merger into a public shell, registered direct offerings, private investments in public equity (PIPEs), private placements, Regulation S, listing applications on exchanges including NYSE and NASDAQ in the US, the exchanges in Asia and AIM, PLUS Stock Exchange and Full List in the UK
  • Joint ventures and strategic alliances: research and development arrangements, manufacturing and supply arrangements, marketing and distribution arrangements
  • Other areas: succession planning, growth planning, restructuring, management incentives, employee stock option and equity incentive plans, tax and ERISA planning, SEC reporting issues, accounting presentation

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