Gibson Dunn | Capital Markets

Overview

The Capital Markets Practice Group represents issuers, underwriters and investors in a variety of securities transactions around the world.

Our clients include companies in a range of industries, including technology, consumer retail/restaurant, entertainment, life sciences and health care, industrial energy and financial institutions. We have significant experience representing issuers and underwriters in a full range of offerings, including:

Initial public offerings and follow-on offerings
Convertible debt offerings
Investment grade and high-yield debt offerings
Rule 144A/Regulation S offerings of debt, equity and convertible or derivative securities
Shelf registrations and takedowns
At-the-market offerings
Registered direct offerings and PIPE transactions

In addition, we advise companies, investors and investment banks on corporate and securities law issues, including:

M&A financing
Spin-off transactions
Tender and exchange offers
Liability management transactions
Stock exchange listing compliance and disclosure matters

A number of our partners have been recognized for excellence in capital markets by Chambers USA: America’s Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World’s Leading Lawyers for Business.

Our capital markets group is consistently ranked among the top firms for size, complexity and value of the capital markets matters we act on, both in the United States and internationally. Through our regular participation in a variety of securities offerings, Gibson Dunn has access to a wealth of transaction data, market intelligence and practical, actionable experience with a unique perspective on the risks and opportunities that must be balanced to successfully complete a capital markets transaction.

We are involved in offerings by businesses ranging from emerging growth companies to large multinationals. We help companies and investors with long-term planning to prepare for a successful initial public offering, focusing on such keys to readiness as registration rights, stockholder agreements, disclosure controls and executive compensation. In executing capital markets transactions for our clients, we draw on the resources of Gibson Dunn’s firmwide subject matter experts, including our Securities Regulation and Corporate Governance and Securities Litigation practices, and industry-specific groups.

In addition to our strong presence in major financial centers across the United States, we have offices in key non-U.S. financial centers, including Beijing, London, Hong Kong, Dubai, Brussels, Frankfurt, Munich, Paris, Sao Paolo and Singapore, offering capabilities in cross-border and non-U.S. financings in a variety of currencies. Our lawyers routinely advise international clients in Rule 144A/Regulation S and in registered securities offerings in the United States for foreign private issuers and sovereigns. We also have extensive experience advising U.S. issuers in offerings denominated in euros, sterling or other denominations. Our experience includes the representation of underwriters and non-U.S. issuers listing on the London Stock Exchange (LSE). We also act as international/U.S. counsel representing issuers listing on many European exchanges such as the Official List of the LSE, the Irish Stock Exchange, the Luxembourg Stock Exchange, the LSE’s AIM submarket and the principal Gulf Cooperation Council stock exchanges.

EXPERIENCE & RECENT REPRESENTATIONS

Capital Markets Practice Center

Initial Public Offerings

IPO Handbook [PDF]
Preparing for a Smooth IPO Process – A Guide for In-House Counsel [PDF]
Dissemination of Information During the Initial Public Offering Process [PDF]
Form of External Communications Policy [PDF]
Form of IPO Due Diligence Request List [PDF]
Upsizing and Downsizing your Offering [PDF]
Upsizing and Downsizing Calculator [Excel]
(If using Internet Explorer, click on the link and “Save” the file)
Illustrative Timeline and Document Checklist [PDF]

Convertible Note Offerings

Investment Grade Debt Offerings

SEC Filings

SEC Filing Deadlines for 2019 (PDF)
SEC Filing Deadlines for 2020 (PDF)

Gibson Dunn & Crutcher LLP is providing these materials for general informational purposes only. These materials are not intended to constitute, and do not constitute, legal advice and should not be used or relied upon as legal advice. These materials were not created or designed to address the unique facts or circumstances that may arise in any specific instance. Because the law changes constantly, these materials may not indicate the current state of the law. Nothing in these materials predicts or guarantees any future results or outcomes. These materials are not intended to create, nor do they create, either an actual or prospective attorney-client relationship. Likewise, sending email or other material to an attorney at Gibson Dunn about these materials will not create any attorney-client relationship. Do not send us confidential information until you speak with one of our attorneys and receive authorization to do so.

RECENT PUBLICATIONS

2019 Year-End German Law Update

-January 10, 2020

Beau Stark and Robyn Zolman Named Denver’s Top Lawyers

-January 7, 2020

Helgi Walker Elected to American Law Institute

-January 3, 2020

A Current Guide to Direct Listings

-December 4, 2019

Jerry Farano, Beau Stark and Robyn Zolman Named to Denver Business Journal’s Who’s Who in Energy

-November 22, 2019

Who’s Who Legal Practice Guides Recognize Six Gibson Dunn Attorneys in Capital Markets, Government Contracts, and Environment in 2019

-November 6, 2019

On an Expansive Definition of Shareholder Value in the Boardroom

-October 29, 2019

Hillary Holmes Named a Finance, Banking & Capital Markets Trailblazer

-October 8, 2019

Gibson Dunn Ranked in the 2020 UK Legal 500

-October 4, 2019

Everyone Jump In! All Issuers Will Be Allowed to “Test-the-Waters”

-October 1, 2019

UK Supreme Court Decides Suspending UK Parliament Was Unlawful

-September 24, 2019

Capital Markets Partner Boris Dolgonos Joins Gibson Dunn in New York

-September 23, 2019

Gibson Dunn Ranked in Legal 500 Latin America

-September 13, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

-August 15, 2019

SEC’s Amendments Streamline Reporting — In Some Cases

-August 14, 2019

Staving Off the Onslaught of Short Sellers

-August 8, 2019

New UK Prime Minister – what has happened?

-July 26, 2019

Best Lawyers in the United Kingdom 2020 Recognizes 11 Gibson Dunn Partners

-July 1, 2019

Webcast: IPOs and Public Company Readiness: Outsourcing Transactions

-April 25, 2019

9 Factors To Evaluate When Considering A SPAC

-March 11, 2019

Webcast: IPOs and Capital Markets Developments in the Oil and Gas Industry

-March 1, 2019

F. Joseph Warin and Kevin Kelley Named Among Top Latin America Lawyers

-February 7, 2019

Webcast: The Capital Markets and Private Equity: From Pre-IPO Planning through Public Company Life

-February 7, 2019

2018 Year-End German Law Update

-January 11, 2019

Gibson Dunn Ranked in the 2019 UK Legal 500

-November 21, 2018

Glass Lewis Issues 2019 Proxy Voting Policy Updates

-November 2, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 31, 2018

Why We Think the UK Is Heading for a “Soft Brexit”

-October 10, 2018

SEC Streamlines Disclosure Requirements As Part of Its Overall Disclosure Effectiveness Review

-August 27, 2018

SEC Proposes Streamlined Financial Disclosures for Certain Guaranteed Debt Securities and Affiliates Whose Securities Are Pledged to Secure a Series of Debt Securities

-August 6, 2018

Toward T+0: Preparing For Faster Securities Settlements

-June 28, 2018

Shareholder Proposal Developments During the 2018 Proxy Season

-July 12, 2018

The Politics of Brexit for those Outside the UK

-July 12, 2018

CFTC Chairman and Chief Economist Co-Author “Swaps Reg Reform 2.0”

-May 15, 2018

Efforts to Strengthen U.S. Public Capital Markets Continue – New SIFMA Report Provides Recommendations to Help More Companies Go and Stay Public

-May 4, 2018

Important Lessons From ‘In re Oxbow Carbon’ for Drafting Joint Venture Exit Provisions

-March 15, 2018

Joint Venture Traps to Avoid

-March 7, 2018

Brexit – converting the political deal into a legal deal and the end state

-March 12, 2018

Webcast: IPO and Public Company Readiness: Oil and Gas Industry Issues

-February 20, 2018

Public Company Virtual-Only Annual Meetings

-January 18, 2018

Brexit – Initial deal agreed

-December 8, 2017

Sentiment Analysis & Natural Language: Processing Techniques for Capital Markets & Disclosure

-December 1, 2017

Webcast: IPO and Public Company Readiness: Regulatory Compliance Issues

-November 1, 2017

SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure

-October 13, 2017

French Market Update – July 2017

-July 20, 2017

What the UK Election Result Means for Brexit

-June 9, 2017

What the UK’s Snap General Election Means for Brexit

-April 21, 2017

2016 Mid-Year E-Discovery Update

-April 6, 2017

UK Government Triggers Article 50

-March 29, 2017

Renewed Focus on Routes to Going Public

-March 1, 2017

Webcast: IPO and Public Company Readiness: Cybersecurity

-February 28, 2017

UK Supreme Court Rules Parliament Must Hold Vote on Article 50

-January 24, 2017

Business Yet to Get a True Fix on Brexit Consequences

-November 22, 2016

The Trump Presidency: Selected Initial Observations and Considerations

-November 15, 2016

UK High Court Rules That Parliament Must Vote on Triggering Article 50 Process for Brexit

-November 3, 2016

Horses for Courses Strategy Should Prevail in Deals

-November 3, 2016

China Begins Major Overhaul of its Foreign Investment Regulatory Regime

-October 10, 2016

Brexit – UK Government Sets Out Process to Leave EU by 2019

-October 3, 2016

India – Quarterly Legal and Regulatory Update (October 2016)

-October 3, 2016

Brexit – What We Are Hearing

-September 22, 2016

Co-Investment: Maintaining the Right Access

-September 1, 2016

Making a Strong Case to be Investor-Friendly

-July 15, 2016

Key Issues for US Firms to Know about UK Decision to Brexit

-July 6, 2016

Indian Government Amends Foreign Direct Investment Policy (July 2016)

-July 1, 2016

BREXIT Update – Finance and Derivatives Markets Focus

-June 29, 2016

BREXIT – What Next? Key issues if you are doing business in or with the UK and the EU

-June 28, 2016

BREXIT

-June 24, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

-June 22, 2016

What Happens If the United Kingdom Votes to Leave the European Union?

-June 21, 2016

Contrôle des concentrations économiques

-June 1, 2016

India – Legal and Regulatory Update

-May 18, 2016

The People with Significant Control Register: What You Need to Know About the New UK Regime and Steps to Take Now

-March 30, 2016

Private Equity Participation in the Asian Oil & Gas Industry

-January 26, 2016

Indian Government Amends Foreign Direct Investment Policy (December 2015)

-December 8, 2015

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

-November 18, 2015

Webcast: Hot Off the Grill! Restaurant Industry Deals – Developments in M&A and Capital Markets

-October 28, 2015

Indian Government Amends Foreign Direct Investment Policy for 2015

-May 15, 2015

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

-April 22, 2015

New UAE Companies Law: 10 Things You Need to Know

-April 7, 2015

Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework

-March 31, 2015

U.S. Supreme Court Issues Long-Awaited Decision in Omnicare, Resolving Circuit Split Regarding Opinion Statement Liability under Section 11 of Securities Act of 1933

-March 25, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

SEC Permits Five Business Day Issuer Tender Offers for Non-Convertible Debt including Non-Investment Grade Debt

-February 3, 2015

M&A Report – Using Spin-offs to Raise Cash, Reduce Debt and Recapitalize

-December 15, 2014

Second Circuit Holds That the Supreme Court’s Decision in Morrison May Limit Section 10(b) Claims in U.S. Relating to U.S. Transactions Involving Primarily Foreign Securities and Foreign Issuers

-August 25, 2014

Indian Government Amends Pricing Guidelines

-July 21, 2014

Applying Morrison Extra-Territorial Limits of U.S. Securities Laws, Second Circuit Rejects Claims Regarding Securities Dual Listed on U.S. and Foreign Exchanges

-May 9, 2014

Emerging from EGC Status: Transition Periods for Former EGC Issuers to Comply with Reporting and Corporate Governance Requirements

-March 12, 2014

A Look Back: Regulation M-A & The “Five-Business” Day Rule

-March 3, 2014

Inside the SEC: Highlights from the 41st Annual Securities Regulation Institute

-February 1, 2014

India Eases Restrictions on Instruments with Put and Call Options as an Exit Mechanism for Foreign Investors

-January 16, 2014

Delisting Reloaded – German Supreme Court Abandons Cumbersome Restrictions

-November 18, 2013

SEC Proposes Rules to Implement Crowdfunding Exemption: What Factors Will Affect Its Success?

-November 11, 2013

New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions

-November 1, 2013

Investing in the UAE

-October 31, 2013

Options for Business Activities in the UAE