Securities/Capital Markets

More than 100 Haynes and Boone lawyers are involved in securities/capital markets work and related corporate matters. Since the firm's founding nearly 40 years ago, helping clients with their capital market needs has been a matter of primary importance for us, and is the foundation of our preeminent securities law practice.

Today, our clients range from large multinational corporations to start-ups and emerging businesses. We are securities counsel for more than 45 publicly held companies in such diverse industries as energy, technology, hospitality, gaming, property and casualty insurance, commercial airlines, and wireless broadband ISP.  We also represent many hedge funds, private equity funds, broker-dealer organizations and investment banking clients.

Able to Meet Your Securities Offering Needs
Haynes and Boone represents domestic and foreign issuers and underwriters in a full range of public and private equity and debt offerings. Companies that are publicly traded on the New York or American stock exchanges, or NASDAQ, or that want to go public, have the assurance of knowing that we have the experience to assist in all phases of an offering. Our assistance includes everything from preparation of the prospectus or offering memorandum to structuring the offering terms, to obtaining clearance from the SEC and state securities regulators.

The following are samples of the types of issues that we have assisted in bringing to market:

• Public common stock offerings (IPOs and follow-on offerings)
• Public debt offerings
• Private placements, including Rule 144A, Regulation D and Regulation S offerings
• Master limited partnerships
• Rights offerings and exchange offers
• Private placements with resale registration statements (PIPE transactions)
• U.S. offerings by foreign issuers (ADRs), as well as foreign offerings by U.S. companies
• AIM-London Stock Exchange transactions
• MBO and LBO transactions representing offerers, targets and special committees
• Shelf registration statements (universal shelf and acquisition shelf filings)

Comprehensive Strength in the Capital Markets
When companies need capital market access through complex combinations of debt, equity and securitized financing, Haynes and Boone can handle their needs - from simple capital structures to large, complex transactions. We excel at debt/equity hybrid transactions, PIPE transactions and other private placements.

Our securities lawyers know the issues involved in financing energy assets - such as pipelines, drilling rigs, turbines, wind, solar and other alternative energy sources and energy-related capital equipment.

Meeting Public Company Reporting Obligations
Given our extensive experience representing public companies, we understand the practical issues related to the timing, methodology and requirements of public company securities reporting. Our lawyers guide clients through the complexities that govern forward-looking statements, securities analyst briefings and web site disclosure.

Because the entire body of securities laws changes so rapidly, we keep on top of the latest SEC pronouncements and disclosure requirements. Filing requirements can involve significant differences of interpretation, so we work closely with senior executives and in-house counsel to review the alternatives and assess the risks involved in every disclosure action included in:

• Annual reports to shareholders and Forms 10-Q, 10-K and 8-K
• Proxy statements
• 14a-8 shareholder proposal issues
• Regulation 13D/G compliance
• General public disclosure (Rule 10b)
• Regulation FD
• Insider trading compliance, including Section 16(b)

Ensuring Corporate Compliance
Every public company today needs to create a governance infrastructure that supports accuracy, accountability and transparency, and Haynes and Boone can facilitate this important task. All our work fully reflects the latest requirements of the Sarbanes-Oxley Act, SEC regulations, and the listing requirements of NASDAQ, and the American and New York Stock Exchanges.

Clients call on us to review, develop and implement ethics and compliance programs to prevent and detect violations of law, such as the Sarbanes-Oxley and the Foreign Corrupt Practices Acts. Sarbanes-Oxley whistleblower actions and defense against allegations of retaliation are additional areas of focus.

Effective Defense in Securities Litigation
We have defended corporations and broker-dealers in all areas of corporate and securities litigation, including class actions and derivative suits arising out of, among other issues, stock options backdating and Foreign Corrupt Practices Act compliance. Our lawyers represent clients against the most active plaintiff securities class action and derivative law firms in the nation.

We litigate before federal and state courts and self-regulatory bodies, and handle investigations by, and enforcement proceedings before, federal and state regulatory agencies. That includes actions arising from alleged insider trading, public offering and corporate control disputes.

Our lawyers defend issuers, officers and directors, underwriters and broker-dealers in:

• Securities class actions
• Shareholder disputes and derivative actions
• Alleged fraud under the Securities Act of 1933 and Securities Exchange Act of 1934
• Litigation over corporate control contests
• Merger and acquisition litigation
• Broker-dealer litigation
• Insider trading litigation
• Arbitration proceedings

Summary: Meeting the Three Tests
Any company seeking to raise public or private equity capital wants three things from a law firm:

• knowledge of how capital markets work,
• an understanding of the company’s business strategies and
• assurance of full compliance with the law.

That’s what Haynes and Boone gives our clients, using flexibility and creativity to help them meet their objectives.