We are continually active in a broad range of securities offerings:
We consistently rank among the industry leaders in representing issuers in initial public offerings. Our recent deals range in size and complexity from a $100 million offering by the founder of The Advisory Board Company to the $5 billion offering by United Parcel Service.
Where appropriate, we form teams of lawyers with relevant skills to restructure the corporate entity, minimize the tax impact to current shareholders, document appropriate employee stock and bonus plans, structure estate plans for founders, navigate the regulatory waters, and position the issuer for its future as a public company. Our teams include corporate, securities, tax, benefits, and mergers & acquisitions lawyers with the experience to position an issuer for future independence.
We have extensive experience in follow-on offerings, spin-offs and restructurings, preferred stock offerings and rights offerings. We regularly advise clients on bought deals, whether conducted under shelf registration statements or under Rule 144.
Our corporate finance team works regularly with issuers and underwriters of senior and subordinated investment grade and high-yield debt sold in registered offerings or in Rule 144A transactions.
We regularly assist our clients in the creation of universal shelf registration statements to facilitate quick debt takedowns. We act as counsel to the agents in medium term note programs offered on both institutional and retail bases.
Gibson Dunn offers clients a powerful combination of knowledge and experience derived from our extensive representation of issuers as well as underwriters, and our exceptionally strong team of regulatory lawyers recruited from top posts at the Securities and Exchange Commission. We are aware of very few firms that combine deal experience and regulatory experience at this level. The combination permits us to anticipate potential problems before they become serious timing issues and to access the key decision-makers in the SEC on an expedited basis when necessary.
Our regulatory team includes:
Brian Lane is a past Director of the Division of Corporation Finance of the SEC, where he was the principal architect of important regulatory developments involving cross-border transactions, mergers, acquisitions, employee benefit plans, Internet disclosure standards, electronic road shows, as well as financial reporting and accounting issues. During his 16 years with the SEC, he held a variety of positions, including counsel to Chairman Arthur Levitt, counsel to Commissioner Richard Roberts, and staff attorney with the Corporation Finance and Market Regulation Divisions.
John Olson served as Chairman of the American Bar Association's Committee on Federal Regulation of Securities (1991-1995) and is a member of the Executive Council of the Securities Committee of the Federal Bar Association. He serves on the Legal Advisory Committee of the New York Stock Exchange and has served as a member of the Legal Advisory Board of the National Association of Securities Dealers.
Ron Mueller has written articles and spoken at seminars about a variety of securities law issues, including the use of electronic communications under the federal securities laws, trends and developments in proxy disclosures and proxy contests, and the SEC's Management Discussion and Analysis disclosure requirements, Section 16 rules and executive compensation disclosure rules.
Amy L. Goodman joined the firm after serving as a free-lance editor and author of books and newsletters on securities and corporate law topics. She previously was with the Securities and Exchange Commission for 11 years, holding several positions with the SEC's Division of Corporation Finance, including Associate Director (EDGAR), Deputy Associate Director, Assistant Chief of the Office of Disclosure Policy, and Chief of the Task Force on Corporate Accountability. She also served as Legal Assistant and Special Counsel to SEC Chairman Harold Williams and as a staff attorney in the SEC's Division of Investment Management.
Jim Moloney is the immediate past Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance at the SEC. In addition to reviewing merger transactions, Mr. Moloney was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in October 1999.