Hunton & Williams LLP regularly counsels issuers, underwriters and other capital markets participants on purchases and sales of equity securities in negotiated transactions, Rule 144A transactions and in registered public offerings. Our diverse practice ranges from advising on venture capital financings for early-stage companies to complex global financings for some of the world's largest business enterprises. Our clients include the full range of capital market participants: individual and institutional investors, venture capitalists, issuers, investment banks, merchant banks, underwriters, placement agents, trustees and financial intermediaries.
We have substantial experience counseling issuers and underwriters taking companies public through initial public offerings and advising on the complex legal and business issues which arise in IPOs.
With clients in more than 100 countries, we have an active global securities practice, including substantial experience in cross border financing. For more than a decade, Hunton & Williams has been active throughout the world in advising governments, developers, operators, investors, and financial institutions in “privatization” transactions to transfer the ownership and financing of services and assets from governments to the private sector.
Our lawyers are thoroughly familiar with state and federal securities laws and have broad experience in obtaining regulatory approval of complex structured transactions. We have advised issuers and broker-dealers on the growing use of the Internet to effect securities transactions.
We counsel clients on the availability of exemptions from the state and federal registration process and provide advice and obtain SEC no-action letters across the spectrum of available federal exemptions, including private placements and transactions qualifying for the Regulation D exemption, commercial paper, exchange offers, corporate spin-offs and intrastate transactions.
We are very familiar with the numerous types of equity securities, including common and preferred equity securities, “tracking” stocks and convertible securities, as well as the various types of underwritten offerings, direct placements, tender offers, exchange offers and PIPES (Private Investment/Public Equity Securities), which enable companies to raise capital quickly and without publicity by first making a private placement of equity securities followed by SEC registration.
In recent years we have been very active in the private equity financing of technology enterprises on their way to initial public offerings. Our extensive intellectual property practice allows us to assess new technologies and the degree of proprietary protection which is often crucial to a financing transaction. Hunton & Williams is experienced in conducting due diligence, in preparing and analyzing private placement memorandum, governance documents, employment, noncompete and confidentiality agreements, registration rights agreements and other arrangements between entrepreneurs and investors.
A large part of our securities practice involves counseling publicly held companies regarding ongoing compliance with securities laws. We advise on securities issuances, proxy statements, annual reports and financial statement disclosure obligations, insider trading rules, sales of restricted securities under Rule 144 and otherwise, as well as issuer stock repurchase programs and reporting requirements under the Securities Exchange Act.
Our lawyers also counsel clients on the registration of and net capital requirements for broker-dealers and agents under federal, NASD and state securities rules and registration and applications for exemption from registration under the Investment Company Act.
