Seward & Kissel is sought by issuers, investment banks and investors, including private equity sponsors, as a leading law firm in a broad range of capital markets transactions, including innovative and complex equity and debt instruments, offering structures, and public mergers and acquisitions. The Firm’s Capital Markets and Corporate Securities Group has developed a reputation for its innovative and commercial approach to its client’s capital needs.

Seward & Kissel advises on nearly every type of capital markets offering. Issuers, investment banks and investors regularly rely on the Firm to help them raise capital through various securities products.

The Group’s experience includes:

Capital Markets
  • Initial public offerings (IPOs), secondary, and follow-on stock offerings
  • Stock exchange listings (including direct and dual/cross listings)
  • High yield debt, term loans, baby bonds and bridge financings
  • Convertible debt offerings, equity-linked securities, equity derivatives, warrant and preference capital structures
  • “At the Market” (ATM) Offerings
  • Private placements, as well as public equity (PIPE) offerings
  • Mergers, acquisitions, divestitures of assets and businesses and spinoffs
  • Master Limited Partnerships (MLPs), joint ventures and full dividend payout structures
  • Tender offers, exchange offers, consent solicitations, amendments, and waivers
  • Rule 144A and Regulation S offerings and shelf registrations
  • American Depositary Receipt (ADR) Programs
  • Private equity and mezzanine financing
  • Establishment of, and updates to, global medium-term programs and European medium-term note programs
  • Structured finance and securitization transactions
Corporate Governance
  • Advising corporate boards and committees, including with respect to fiduciary duties in connection with routine and extraordinary transaction matters
  • Compliance with the U.S. Securities and Exchange Commission (SEC) and Exchange Act reporting requirements for both domestic and foreign issuers, including the preparation and filing of annual, quarterly and other periodic reports and shareholder proxy materials
  • Regulatory compliance, including the Sarbanes-Oxley Act of 2002, rules of and reviews by the SEC, Financial Industry Regulatory Authority (FINRA) and the Public Company Accounting Oversight Board (PCAOB)
  • Insider trading policies and procedures
  • Stock repurchase programs
  • All employee related matters including employment agreements, separations and the implementation of equity incentive plans
Trading and Markets
  • Trading rules and regulations
  • Regulation M, Regulation SHO, and Section 16
  • Rule 144 and Regulation S resales and the establishment of 10b5-1 plans
  • Shareholder activism and reporting obligations
  • FINRA compliance and applications
  • Blue Sky Laws