Capital Markets and Securities

As long-time respected advisors on capital-raising transactions and securities law compliance, Venable’s capital markets lawyers are adept at helping clients navigate the current market climate and the increasingly complex regulatory framework.

Our capital markets and securities law team has extensive experience advising issuers, underwriters, investors, and other parties in a broad range of securities offerings and corporate transactions across every major industry and geographical region. These include initial and follow-on public offerings; high-yield, convertible, and investment-grade debt offerings; Eurobond offerings; rights offerings; shelf takedowns; registered directs; and special-purpose acquisition company (SPAC) transactions. We also navigate exempt transactions, such as PIPE and other private financings, crowdfunded private placements, venture capital funding for emerging companies, and capital raising for private funds. We apply our financial market savvy and a multidisciplinary approach to develop optimal strategies at every stage of a transaction.

Drawing upon Venable’s renowned regulatory capabilities, we advise industry-leading organizations on all aspects of securities laws and compliance. We assist public companies with Securities and Exchange Commission (SEC) filings and securities offerings and provide counsel on evolving corporate governance and disclosure matters, including ESG matters. We assist in connection with periodic reports and proxy statements and with proxy advisory firm policies and guidelines for institutional investors; provide advice on compensation and benefits issues, including executive clawback provisions; and offer counsel on insider trading prohibitions, issuer repurchases, and 10b5-1 trading plans. Our considerable experience in these areas enables our clients to make informed decisions that help them meet their long-term business goals.

Securities Filings and Compliance

We regularly work with public companies in preparing and reviewing periodic reports under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q, and 8-K. We help to prepare proxy statements, internal corporate policies, and other required SEC and state securities law filings and offer counsel regarding compliance with Section 16 of the Securities Exchange Act.
In addition, we regularly address broker-dealer and investment advisor issues relating to compliance with, and the application of, applicable SEC and FINRA requirements.

SPAC and deSPAC Transactions

Regulatory and market scrutiny of SPAC and deSPAC transactions continues to evolve. Equipped with market knowledge and regulatory strength, Venable’s corporate transaction law team advises issuers and underwriters on numerous initial public offerings by SPACs. From formation and fundraising through business formations, we skillfully guide our clients through every stage of the complex deal cycle. We also advise target companies in deSPAC transactions, including providing advice regarding execution of letters of intent, business combination agreements, PIPE and convertible notes financing, and preparing and filing registration statements on Form S-4 with the SEC.

Recognition
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  • The Best Lawyers in America, 2006 – 2019 (Venable attorneys selected for inclusion)
  • Chambers USA
    • Financial Services Regulation: Banking (Compliance), 2016
    • Financial Services Regulation: Banking (Enforcement & Investigations), 2016
    • Financial Services Regulation: Consumer Finance (Compliance), 2016
    • Financial Services Regulation: Consumer Finance (Litigation), 2016
  • Legal 500, Finance – Financial Services Regulation, 2011 – 2022
  • Baltimore SmartCEO, 2011 (Venable attorneys selected for inclusion)
  • Washington SmartCEO, 2011 (Venable attorneys selected for inclusion)