Corporate Finance and Capital Markets

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Dechert’s corporate finance and capital markets group structures and executes complex, market-leading financial transactions worldwide, including in the United States, Europe, the CIS region, the Middle East and North Africa, Latin America and Asia. We regularly represent corporate and sovereign issuers, underwriters, financial sponsors, investors and selling shareholders in all types of public and private debt, equity, equity-linked and other securities offerings. We advise clients across a wide range of industries and draw on the experience of lawyers in related practice groups throughout the firm to help clients achieve their business goals.

Top-Ranked

Dechert is widely recognized for having one of the leading corporate finance and capital markets practices internationally. Dechert is frequently ranked by Thomson Reuters as among the top issuer’s and among the top manager’s/underwriter’s counsel for debt, equity and other securities offerings. We have also been ranked by Bloomberg as one of the top counsel for initial public offerings (IPOs) and by PrivateRaise.com as one of the top law firms for PIPEs. In addition, we have been recognized by The Legal 500 US, The Legal 500 Europe, Middle East & Africa and The Legal 500 UK as one of the top law firms for capital markets.

Breadth and Depth

Dechert’s corporate finance and capital markets team represents leading companies, investment banks and financial sponsors as well as governments in all types of corporate finance and capital markets transactions, including:

  • IPOs
  • share flotations and follow-on offerings
  • secondary and shelf offerings
  • stand-alone Eurobonds and medium-term note programs
  • liability management transactions (such as consent solicitations, exchange offers and tender offers)
  • privatizations
  • restructurings
  • securities transactions related to M&A transactions (such as public transactions, going-private transactions, stock splits, rights offerings and exit financings)
  • venture capital transactions
  • registered direct offerings
  • confidentially marketed public offerings
  • PIPEs

Our team has extensive experience in advising on U.S. SEC registered transactions, as well as offerings exempt from registration, including private placements under Rule 144A, Regulation S, Regulation D, and Section 4(2) of the U.S. Securities Act of 1933. We advise on international offerings and listings worldwide, including on the London Stock Exchange, the Hong Kong Stock Exchange, Euronext Amsterdam, Euronext Paris, the Singapore Stock Exchange, the Warsaw Stock Exchange and other global and regional exchanges.

Additionally, we have substantial industry-specific knowledge, including in:

  • energy
  • financial services
  • general industrial
  • hospitality
  • infrastructure
  • life sciences
  • media and telecommunications
  • real estate
  • retail and consumer products
  • technology
  • transportation

Together with Dechert’s market leading financial services group, we have structured and executed innovative approaches for capital raising transactions by permanent capital vehicles, such as business development companies (BDCs) and specialty finance companies and special purpose acquisition companies (SPACs).

Dechert has a leading emerging markets practice in the Middle East and North Africa region (where our practitioners pioneered the development of capital markets), the Mediterranean Basin, the CIS region, Central and Eastern Europe and China. Our lawyers have advised on some of the most innovative transactions by governments, banks and multinational corporations in the emerging markets. In addition, Dechert’s international capital markets team is one of the leading teams worldwide in the representation of sovereign issuers and other market participants in sovereign bond offerings.

Our substantial deal experience and industry knowledge enable us to advise on market practices and to anticipate and respond effectively to the requirements of market participants and the concerns of regulators.

Complex, Market-Leading Transactions

Dechert lawyers are recognized for their creative and sophisticated structuring work in corporate finance and capital markets transactions. For example, our lawyers, either at Dechert or their prior firms, advised on what was, at closing:

  • the first triple listing on the main markets of the London, Prague and Warsaw Stock Exchanges
  • the first Eurobond issue by a bank in the Middle East*
  • the first tender offer by a sovereign issuer in the CIS*
  • the first ever Eurobond issue denominated in Egyptian Pounds*
  • one of the largest recent IPOs of a life sciences company in Europe
  • the first ever listing on NASDAQ Dubai (then, the DIFX), as well as the second listing*
  • the first ever tender offer on NASDAQ Dubai*
  • the second-largest Dutch auction IPO
  • the first ever repurchase of securities by way of tender offer by a company with shares listed on NASDAQ Dubai*
  • the first Special Purpose Acquisition Company to float in continental Europe
  • the first Eurobond issue by an Azerbaijani issuer*
  • the two largest international equity offerings out of the Middle East*
  • the largest privatization IPO in Central Europe*
  • the first preferred stock offering by a business development company
  • the largest hotel company equity offering out of the Middle East*
  • the largest ever IPO on AIM*
  • the first medium-term notes program by a sovereign issuer in the Middle East*
  • the first and the largest debt exchange offer in the Middle East*
  • one of the first U.S. backstopped rights offerings for a NYSE-listed company
  • the first listing of a Central European company on the New York Stock Exchange*
  • the first Eurobond issue by a private company in the Middle East*
  • the first international equity offering from Georgia*
  • the majority of continuously offered business development companies 
  • the first convertible bond issue in the Middle East* 
  • the largest high-yield bond offering in the United States over the past five years 
  • the first Middle Eastern issue listed on the London Stock Exchange*
  • the first dual listing of a foreign issuer on the Warsaw Stock Exchange*
  • the first continuous offering facility in the Middle East*
  • the first Yankee bond in the Middle East*
  • the first asset-backed transaction in the Middle East*
  • an innovative enhanced income securities (EIS) IPO
  • the first sovereign bond issue in the CIS*
  • the majority of continuously offered BDCs

* Matter handled by Dechert LLP attorneys prior to joining the firm.

Securities Regulation and Compliance

We are experienced in the complex regulatory environment critical to public companies and investment banks, and serve as outside general counsel to many public companies. We advise on regulatory and compliance matters regulated by the U.S. SEC, stock exchanges, and FINRA. We also advise on compliance matters involving the Financial Conduct Authority in the United Kingdom, the United Kingdom Listing Authority and the London Stock Exchange as well as the regulatory authorities in leading financial centers. Many Dechert partners are former SEC regulators, and accordingly, we are able to advise clients with the perspective and credibility that comes from having been in the shoes of government decision makers.

Our lawyers routinely counsel clients on both sensitive and routine disclosure matters in connection with their regular reporting obligations and securities offerings under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934. We also regularly advise investment companies, advisers, and broker-dealers on matters involving the Investment Company Act of 1940 and the Investment Advisers Act of 1940. We develop, implement, and monitor regulatory compliance programs for clients and conduct mock regulatory inspections and examinations for regulated entities (e.g., investment companies, investment advisers, and broker-dealers). In addition, we assist clients in developing codes of ethics, and policies and procedures for issues such as managing records and insider trading, among others.