Securities & Capital Markets

Vedder provides comprehensive and effective capital markets and securities law counseling for corporations, financial institutions, underwriters and placement agents, and other organizations participating in all aspects of the international capital markets.

You can expect to work with seasoned, innovative, practical and responsive attorneys who have extensive capital markets and securities law experience. We apply this to help you achieve your capital objectives in a cost-effective manner.

We represent organizations in all phases of the capital-raising process—from private placements, initial public offerings and secondary offerings to recapitalization and going-private transactions.

Learn more about our capabilities.

Capital Markets

Our attorneys advise our corporate and financial institution clients on a wide range of financing opportunities and alternatives.

We represent issuers and underwriters in nearly every type of capital markets transaction, including: 

• Initial public offerings
• Registered public equity and debt financings
• Traditional private placements
• Cash tender offers
• Exchange offers
• Consent solicitations
• PIPE offerings
• Private equity and venture capital investment
• Shelf registrations
• Rule 144A/Regulation S institutional placements

Our attorneys have extensive experience: 

• Preparing public and private offering disclosure documents and materials
• Negotiating underwriting and placement agreements
• Structuring sophisticated preferred stock and debt securities
• Managing the SEC registration and private placement offering process

Public Company Representation/Corporate Securities

We regularly serve as outside general counsel for our public-company clients, providing timely and comprehensive advice on all types of corporate securities matters, including:

• Corporate disclosure
• Exchange Act periodic reporting
• Corporate governance matters
• NYSE and NASDAQ listings and compliance
• Proxy solicitations
• Takeover defenses
• Dealing with activist shareholders
• Insider-trading policies
• Rule 10b5-1 trading plans
• Beneficial ownership reporting and short-swing liability
• Whistleblower policies
• Regulation FD policies and procedures
• Internal investigations
• Board and shareholder matters

In addition, we counsel public companies and their boards of directors in all aspects of mergers, acquisitions and other strategic transactions, as well as the design and implementation of executive and stock-based compensation programs.

Learn more about our Mergers & Acquisitions services.

Learn more about our Executive Compensation and Employee Benefits services.

Underwriters and Placement Agents

We represent numerous investment banking firms in underwritten public offerings and the private placement of securities. Our support for these offerings can include:

• Negotiating underwriting and placement agreements
• Conducting due diligence
• Preparing prospectus and private placement disclosure
• Addressing selling shareholder issues and management lock-ups
• Drafting agreements among underwriters and selected dealers' agreements
• Managing the FINRA registration and review process
• Reviewing auditor comfort letters
• Conducting state blue-sky reviews

Securities Litigation

Our attorneys have extensive securities and broker-dealer litigation and arbitration experience defending corporations, financial institutions and their directors and officers in complex securities cases as well as in regulatory and enforcement actions with the SEC and FINRA. We have prosecuted or defended companies and individuals in connection with claims involving: 

• Sales of unregistered securities
• Fraud in connection with the purchase or sale of securities
• Broker-dealer arbitration
• Insider trading, including a precedent-setting case before the U.S. Supreme CourtFund