Securities & Capital Markets

Offerings

Over the past two years, the firm has served as counsel in initial public offerings, follow-on public offerings and private securities offerings with an aggregate market value exceeding $50 billion.

McGuireWoods handles complicated corporate and securities matters, including registered public offerings, private placements, exchange offers, exempt offerings, financial advisory services, equity plan registrations, shelf registrations and subsequent takedowns of debt, equity and hybrid securities, medium-term note programs, sales of debt in European and other foreign markets, and offerings of structured products and securities. We also help public companies with tender offers, redemptions and consent solicitations, and we advise on complex sustainable financing transactions, such as impact investing, green and blue bonds, blended finance structures and structured sustainability-linked loans. 

In the equity-raising arena, we represent corporate issuers in IPOs, including those involving special-purpose acquisition companies, follow-on offerings and private placements in public enterprises. We help financial institutions create and issue classes of equity securities designed to ensure they satisfy their capital requirements under regulatory frameworks.

Our lawyers counsel public companies on investment-grade and high-yield debt offerings, including senior, subordinated and junior subordinated note offerings, as well as Rule 144A/Regulation S offerings. And they assist issuers and guarantors with secured bond issuances.

Compliance

McGuireWoods provides experienced counsel to publicly traded businesses of all sizes, from Fortune 500 organizations, to newly formed public companies, to smaller reporting companies. We assist clients whose securities are listed on various exchanges, including Nasdaq, the NYSE and AIM. We work with clients across industries, notably consumer products, energy, financial services, hospitality, pharmaceuticals and medical devices, manufacturing, retail, technology and transportation. The team understands the industry-specific securities compliance issues and reporting requirements that affect clients.

The firm’s securities compliance lawyers assist registrants with their reporting obligations under the Securities Exchange Act of 1934, including forms 10-K, 10-Q and 8-K, as well as Section 16 reports and proxy statements, and Regulation FD and Regulation G compliance. We apply our experience and sound judgment in a practical manner to complicated securities disclosure issues, from earnings scripts to 8-K triggers. We prepare insider-trading policies and training programs and assist with other aspects of the securities transactions of company officers, directors and significant security holders, including 10b5-1 plans and Rule 144 compliance. In addition, we help clients implement new rules and listing requirements, conduct open-market repurchases and self-tender offers, and address hostile tender offers, consent solicitations and contested board elections.

McGuireWoods also works closely with public company clients to formalize board oversight of environmental, social and governance (ESG) risk management and ESG company initiatives through corporate governance guidelines and board charters. We assist clients with proactive investor engagement on ESG topics, and provide advice on handling ESG questions during earnings calls, annual meetings and road shows. Our lawyers have a long history of advising on the shareholder proposal process, including confirming the appropriateness of such proposals under the rules of the U.S. Securities and Exchange Commission, engaging with proponents on possible withdrawal, drafting and submitting exclusion requests to the SEC and preparing management’s recommendations to shareholders on how to vote on such proposals.

The volume of work we handle and the industry-specific issues we address allow us to develop best practices and unique intellectual capital to help securities compliance clients achieve their goals. Services the team offers range from providing clients with model documents and templates, to compiling and analyzing peer disclosures, to providing official public comment on proposed rules and regulations, to hosting complimentary webinars on timely securities compliance and corporate governance topics.