Corporate

Corporate Finance and Capital Markets

A leading law firm for financial transactions in the global capital markets

Dechert’s corporate finance and capital markets group structures and executes complex, market-leading financial transactions for clients across today’s major industries and in countries and regions around the world. Our more than 125 lawyers, located in the firm’s U.S., European, Asian and Middle Eastern offices, collaborate with each other and other practice teams to execute domestic and cross-border transactions efficiently and seamlessly.

Dechert lawyers 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 on U.S. and international listings, including on the New York Stock Exchange, NASDAQ Stock Market, London Stock Exchange, Hong Kong Stock Exchange, Euronext Amsterdam, Euronext Paris, Singapore Stock Exchange, Warsaw Stock Exchange and other global and regional exchanges.

In the emerging markets, Dechert has advised on innovative transactions by governments, banks and multinational corporations, including in the Middle East and North Africa (MENA) region, Mediterranean Basin, Commonwealth of Independent States (CIS) region, Central and Eastern Europe and China. The firm is particularly strong in raising permanent capital, representing private equity firms and portfolio companies on IPO exits and debt financings, and in the life sciences industry for cross-border and domestic IPOs and other equity and debt offerings. The firm is also a leader in representing sovereign issuers and other market participants in sovereign bond offerings.

Dechert is widely recognized for having one of the leading international corporate finance and capital markets practices. Bloomberg (“ranked among the top issuer legal advisers for US equity offerings” 2016), The Legal 500 (“Dechert’s capital markets practice is ‘outstanding in every way” 2017), IFLR 1000 (“ranked among the top law firms in the United States and the United Kingdom for capital markets” 2017), among other league tables and industry sources, have reported on the practice’s achievements.

Transactions

Dechert’s team represents leading companies, governments and investment banks and financial sponsors in the full range of capital raising transactions:

  • Initial public offerings (IPOs), Share flotations, secondary and follow-on offerings
  • Shelf offerings
  • Private placements under Rule 144A, Regulation S, Regulation D and Section 4(2) of the U.S. Securities Act of 1933
  • Stand-alone Eurobonds and medium-term note programs
  • Liability management transactions, including consent solicitations, exchange offers and tender offers
  • Privatizations
  • Restructurings
  • M&A-related securities transactions, including public transactions, going-private transactions, stock splits, rights offerings and exit financings
  • Venture capital transactions
  • Registered direct offerings
  • Confidentially marketed public offerings
  • Private investments in public equity (PIPEs)
  • Special purpose acquisition companies (SPACs)
Corporate finance products

Dechert’s team advises leading companies, governments and investment banks and financial sponsors on these products:

  • Common and preferred stock
  • High-yield and investment grade debt
  • Convertible and exchangeable securities
  • Enhanced Income Securities (EIS)/Income Deposit Securities (IDS)
  • American Depository Receipts (ADRs)
  • Global Depository Receipts (GDRs)
  • Eurobond offerings
  • EMTN programs
  • Commercial paper
  • Structured bonds
Permanent capital vehicles

With Dechert’s financial services group, we structure and execute innovative approaches for capital raising transactions by permanent capital vehicles, including business development companies (BDCs), registered closed-end funds, listed European funds and specialty finance companies. The firm is a dominant legal adviser in this area.

Life sciences

As part of our market leading life sciences industry group, our capital markets lawyers advise on the full range of capital raising transactions on behalf of new and established life sciences companies. We work closely with these companies to capture and structure the capital they need to support the long development and commercialization process, ranging from early-stage venture financings and strategic equity investments to complex public offerings of equity and debt. We also advise the underwriters, including investment banks and other financial institutions, on life sciences industry financings.

Securities regulations and compliance

Serving as outside counsel to many public companies, Dechert’s lawyers know the complex regulatory environment in which public companies and investment banks operate. Dechert advises on:

  • Regulatory and compliance matters under the U.S. Securities and Exchange Commission (SEC), U.S. stock exchanges and the Financial Industry Regulatory Authority (FINRA)
  • Compliance matters under the Financial Conduct Authority (FCA) in the United Kingdom, the UK Listing Authority (UKLA) and the London Stock Exchange as well as the regulatory authorities in leading financial centers.
  • Disclosure matters related to reporting obligations and securities offerings under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934
  • Investment Company Act of 1940 and the Investment Advisers Act of 1940 matters for investment companies, advisers and broker-dealers
  • Coordinating among the regulatory regimes in cross-border transactions

Our team, which includes many former SEC regulators, creates compliance programs and conducts mock inspections and examinations for regulated entities. We also help clients develop codes of ethics and policies and procedures for records management, insider trading and other areas.

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