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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.  

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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Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, and transactional and corporate matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion.

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