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Capital is critical to organizations. We offer the detailed knowledge and practical experience to guide our clients through their capital-raising transactions. We work side by side with public and private companies, as well as investors, in connection with public and exempt offerings of equity and debt securities. We advise on a range of investment transactions, including initial public offerings (IPO) and other registered and underwritten public offerings, private placements, Regulation S offshore offerings, and Rule 144A resale transactions. Our lawyers routinely handle all aspects of these offerings, from diligence and drafting of required disclosure documents (registration statements and prospectuses filed with the SEC, offering memoranda, and circulars) and related agreements to coordination with banks, exchanges, and investors.  

Transactions involving public companies and their securities are complex. Coupled with our significant M&A experience, we advise clients on securities issues relating to acquisitions, sales, mergers, and divestitures involving public companies. These issues include advising on deal structure (such as one-step mergers or two-step tender offer transactions), "going private" considerations, proxy solicitation guidance, registration of securities issued in a transaction (including on Form S-4), delisting procedures, and disclosure advice.

Navigating the markets, securities laws, and disclosure requirements can be challenging. We have extensive experience representing the boards, special committees and management of public companies, as well as investors, in all aspects of compliance with U.S. and state securities laws. This includes periodic and ongoing disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, tender offers, annual meeting and proxy solicitation requirements, contested elections, exchange listing and compliance requirements, delisting procedures, and public company governance regimes. 

In addition, we provide guidance on the complex and far-reaching obligations under the Sarbanes-Oxley Act and the Dodd-Frank Act, including those applicable to disclosure controls, internal controls over financial reporting, and corporate governance. We also advise clients on state law fiduciary duties, blue-sky compliance, Section 13 and Section 16 compliance and reporting, and insider trading investigations.

We understand the particular disclosure needs and business risks of a variety of industries, and we regularly provide counsel to companies in the technology (including life sciences and biotechnology), health care, government contracts and defense, banking, and aviation industries. In addition, we are well-versed in explaining the nuances of U.S. securities requirements to international clients in relation to both U.S. and non-U.S. offerings.

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"Coronavirus Outbreak: Time to Review Force Majeure Provisions in International Commercial Contracts," International Trade Bulletin (February 13, 2020). Contacts: Yao Mou, Evan Y. Chuck
Client Alert/Newsletter
Coronavirus; Major Tech Event Canceled As Bay Area Companies Stay Away San Francisco Chronicle (February 12, 2020)
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"All Aboard: New York Enacts The Women on Corporate Board Study Act," Health Care Alert (February 5, 2020). Contacts: Stephanie Marcantonio, Marsena Farris, Deirdre Long Absolonne, Michelle Chipetine
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"Coronavirus: DHS Announces New Travel Restrictions on Certain Inbound U.S. Flights and Travelers from China, Including Medical Screening and Quarantine," International Trade Bulletin (February 3, 2020). Contacts: Paul M. Rosen, Robert Holleyman, Alex Rosen, Nicole Janigian Simonian, Evan Y. Chuck
Client Alert/Newsletter
"Tips and Tricks to Avoid Mistakes in Commercial Contracts," Association of Corporate Counsel Orange County Chapter Annual In-House Counsel Conference, Anaheim, CA (January 29, 2020). Presenters: Renée Delphin-Rodriguez and Daniel M. Glassman.
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"Trends in Litigation: Review and Analysis of Landmark Litigation Withdrawal Liability," 17th Annual Made in America: Taft Hartley Benefits Summit, Las Vegas, NV (January 21, 2020). Speaker: David McFarlane.
Speech/Presentation
Legal And Regulatory Experts Weigh In On The SEC's Proposed Changes To The Accredited Investor Status Forbes (January 21, 2020)
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"Fiduciary Liability in Healthcare," 17th Annual Made in America: Taft Hartley Benefits Summit, Las Vegas, NV (January 20, 2020). Speakers: David McFarlane and Samuel W. Krause.
Speech/Presentation
Revolving Doors: Crowell & Moring Recruits Seventh Squire Partner In A Year As Linklaters Loses Real Estate Disputes Head Legal Business (January 13, 2020)
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Crowell & Moring Hires Banking Litigation Partner In London Law360 (January 8, 2020)
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Crowell & Moring LLP is an international law firm with more than 500 lawyers representing clients in litigation and arbitration, regulatory, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity. The firm has offices in Washington, DC, New York, Los Angeles, San Francisco, Orange County, London, and Brussels.

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