McDermott Will & Schulte, a global law firm

Capital is the lifeblood of a company’s operations. McDermott Will & Schulte’s capital markets and public companies lawyers have extensive experience advising clients—including issuers and underwriters—with raising capital in the public markets. We also provide counsel on the rules and regulations that accompany operating as a public company.

Clients appreciate our ability to see beyond the current need and bring a strategic approach to capital requirements. We have demonstrated success utilizing the full range of instruments, from traditional equity raises such as initial public offerings (IPOs), follow-on offerings and at-the-market offerings, to private placements. We also have considerable experience with special-purpose acquisition vehicles (SPACs) and real estate investment trusts (REITs).

For debt offerings, we’ve done it all. We have a successful track record helping clients with their registered and unregistered debt offerings, including investment grade, high yield and convertible notes offerings. In addition, given our deep understanding of the compliance requirements of various governing agencies and regulatory bodies—particularly the Securities and Exchange Commission (SEC), NYSE and NASDAQ—clients regularly rely on our professional judgment, practical advice and counsel regarding difficult disclosure and SEC compliance issues.

Our lawyers deliver a complete service offering to address our clients’ full range of capital market needs and governance compliance requirements. We pride ourselves on staying abreast of market trends, delivering pragmatic solutions proactively in support of capital needs and governance requirements, providing sage counsel to quickly resolve compliance issues without disruption to business operations.

Public Companies

We act as primary outside securities counsel to numerous public companies across a variety of industries, advising on day-to-day issues and when special situations arise. This arrangement frees clients to focus on achieving their business objectives while satisfying obligations and commitments to regulators, security holders, employees, ratings agencies, the media and the public. We represent public companies of all sizes, including a number of Fortune 500 corporations.

Reporting and Compliance

Our public companies team acts as a trusted advisor on a wide variety of reporting needs. Our legal advice covers all SEC regulatory and compliance requirements, including forms 10-K, 20-F, 40-F, 10-Q, 8-K and 6-K, proxy statement disclosures and contests, SEC shareholder proposals and proxy advisory firms and their policies, and Regulations FD and G. Our lawyers also counsel clients on informal corporate disclosures covering press releases, website postings and communications with analysts and investors.

Corporate Responsibility and Governance

The responsibilities of directors and officers have grown substantially in recent years, as the US Congress, the SEC and other regulators have imposed new rules that carry increased potential for liability. We are sensitive to the current corporate environment and have extensive experience guiding our clients through these regulatory regimes. Our governance and responsibility services include a broad range of advice on compliance, guidelines, suggested best practices, and analyses of policies and procedures.

Executive Compensation and Other Employee Benefits

We provide sophisticated advice on all aspects of executive compensation. We regularly advise on SEC disclosure regarding management compensation and represent clients before the Internal Revenue Service on executive compensation matters. Our services include planning and preparing clients for change in control protection, director pay, executive employment and severance agreements, equity-based compensation, executive fringe benefits, incentive compensation, multinational compensation, nonqualified deferred compensation, and rabbi trusts and other funding vehicles. In particular, we are experienced at identifying and helping to resolve financial accounting and tax issues, including compliance with the $1 million tax limitation on deductibility set forth in Section 162(m) of the Internal Revenue Code (IRC) and the deferral of compensation under 409A of the IRC.

Mergers and Acquisitions

Numerous securities rules come into play when public companies are acquired or a company’s securities are issued as consideration in an acquisition. Our capital markets and public companies team works seamlessly with our corporate transactions and tax practices to provide the critical guidance on the securities questions and needs of clients, from creating a new equity structure as the result of a spin-off to the filing requirements associated with a subsidiary IPO.

Special Purpose Acquisition Companies

We have built a reputation for representing an increasing number of SPAC sponsors and underwriters. We are adept at structuring SPACs, completing the IPO and advising the company through its business combination transactions. We have advised clients on SPAC IPOs totaling more than $1.5 billion, including executing the largest IPO SPAC on behalf of an issuer. Combined with our skilled mergers and acquisitions team, we have closed nearly $4 billion in business combination transactions, including some of the highest-profile SPAC deals in recent memory.

REITs

Our lawyers have extensive experience advising on REIT transactions, including the formation of umbrella partnership real estate investment trust (UPREIT) structures. We have taken many REITs public and are well versed on the issues facing public and private REITs. We have also represented underwriters in securities offerings by REITs.

Lo Studio è uno dei principali attori in Italia e nel mondo nella consulenza legale in ambito societario e in operazioni di M&A (acquisizioni mediante acquisto di azioni o di asset, operazioni di fusione, trasferimento di azienda e scissione), sia svolta per conto di società multinazionali coinvolte in operazioni cross-border, sia per piccole e medie imprese.

Attraverso il coinvolgimento dei nostri professionisti specializzati in diritto societario, fiscale e antitrust siamo in grado di fornire assistenza legale interdisciplinare anche quando le operazioni di M&A richiedono la definizione di complesse strutture societarie quali ad esempio la predisposizione di un finanziamento per l’acquisizione, la valutazione dei profili fiscali dell’operazione, nonché l’analisi delle implicazioni antitrust e regolamentari. Lo Studio assiste clienti italiani ed internazionali nelle operazioni che prevedono offerte pubbliche d’acquisto, sia ostili che amichevoli, compresa la gestione dei rapporti con le autorità di vigilanza e con tutti gli altri soggetti interessati. Assistiamo i nostri clienti nella gestione di tutte le fasi dell’operazione, a partire dalla lettera di intenti e dalle operazioni di due diligence legale e fiscale fino alla negoziazione e redazione degli accordi definitivi, all’assistenza al closing ed alle attività successive al closing.

Inoltre, il nostro team fornisce assistenza su tutti gli aspetti del diritto societario e commerciale, tra cui: la redazione e negoziazione di contratti commerciali e joint venture, la costituzione di società, la compliancesocietaria, il supporto nella progettazione e nella gestione di sistemi di governo societario (corporate governance), operazioni di finanziamento societario anche a livello infragruppo, sviluppo di modelli organizzativi delle società ai sensi della legge 231/2001.

Nel fornire i nostri servizi combiniamo le specifiche competenze legali con la conoscenza dei settori merceologici in cui operano i nostri clienti. La nostra esperienza ci permette di adattare le soluzioni legali alle necessità dei clienti, con particolare attenzione al contenimento dei costi, all’efficienza e al rispetto della tempistica, in modo tale da fornire un servizio di consulenza legale sofisticato e pragmatico.

When financial distress threatens business operations, decisive action is required. Our business restructuring lawyers help stabilize struggling companies and maximize stakeholder returns. We deliver clear, actionable guidance to turn complex insolvency challenges into opportunities for recovery and strategic growth – or acquisition.

For companies facing insolvency, our business restructuring lawyers guide you through the legal process to restructure liabilities and engineer effective rescue packages. By stabilizing your financial foundation, we help you preserve enterprise value and position your business for long-term profitability.

Navigating cross-border insolvency requires seamless global counsel. We apply our deep knowledge of business restructuring law, including US Chapters 11 and 15, European Insolvency Regulation, and the UNCITRAL model law. Our international reach ensures we are well positioned to protect your assets and enforce your claims across multiple jurisdictions, minimizing disruption to your global operations.

Distressed markets also create unique opportunities for creditors and investors. Our business restructuring services help creditors achieve enhanced financial recoveries on their investments. For strategic buyers, we identify and execute the acquisition of troubled assets, driving immediate ROI and expanding your market share at favorable valuations.

The use of sophisticated financial instruments is an effective tool for companies to help manage risk and optimize operations. Successfully utilizing structured financial products requires a deft understanding of the market – both the products available and how the use of structured financial products can protect or enhance a client’s business.

McDermott Will & Schulte has deep experience in the design, trading and use of structured products, derivative financial products and synthetic derivatives. We provide clients a skilled team of lawyers with a stellar reputation and demonstrated success in structured finance. The group is led by lawyers known in the industry as “go to” for structured finance legal needs. In fact, they are recognized for their work by leading directories including Chambers USA and Legal 500.

The team provides a unique blend of transactional, tax, and regulatory knowledge to advise on the impact a structured financial product can have on business operations. Our skilled lawyers provide clients – including banks, private investment companies, municipalities, corporations, dealers and counterparties – the full range of legal services involving the transactional, tax, regulatory, documentation and compliance aspects of a successful structured financial product. In particular, we are skilled at advising clients on the tax treatment of securitizations and structured finance transactions.

We understand and have experience with all types of transactions – securitizations, physical commodities, commodity futures, and commodity derivatives, standardized exchange-traded instruments, evolving over-the-counter products, and derivative products covering credit, equity, fund-linked, interest rate, currency, and weather products. We have particularly deep experience in and are an acknowledged leader in municipal derivatives, having done derivative transactions to finance all types of infrastructure including airports, stadia, arenas, toll roads, hospitals, and more. Our work in this area includes all transactional, tax and regulatory aspects of derivatives.

What sets us apart from the competition is our regulatory depth advising clients on the compliance aspects of structured products. With broad experience in the structure, taxation and regulation of the financial markets, we design and advise clients on structured products and derivatives to assure compliance with corporate governance, legal regulatory, and tax requirements, particularly Dodd-Frank implementation and compliance. Our multi-disciplinary approach ensures we efficiently and effectively help our clients meet their financing and risk transfer needs.

Whether a company’s primary driver of revenue or an essential tool in providing better products and services, technology plays an important role in virtually every business. The lawyers of our Technology industry practice advise clients in the technology sector on all aspects of their business concerns and initiatives, including mergers, acquisitions, joint ventures, technology development, transactions, outsourcing, intellectual property, compliance and operational issues. We also help clients develop the technology infrastructure and strategic relationships required to maximize value and achieve business objectives.

Our group includes lawyers with extensive records of success advising startups, Fortune 50 technology companies, and national and multinational enterprises. We have structured, negotiated and closed billions of dollars of transactions for clients across North America, Europe, the Asia-Pacific region, Latin America and Africa. Perhaps most important, we have substantive experience in the unique products and services of our technology clients and in the technologies and issues that matter most to today’s businesses.

Every day, we advise technology clients on a wide variety of technology-related matters, including acquisition and licensing of technology and IP assets, cloud computing, Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS); IT and business process outsourcing (BPO); data hosting, management, privacy and security, distribution agreements, technology development, maintenance, services and licensing, e-commerce and electronic payment systems, mobile apps and social media, open-source software, consulting services and contract manufacturing.

A number of our partners have been recognized as leading practitioners by publications and ratings agencies such as Chambers Global, Chambers USA, Chambers Europe, The Best Lawyers in America, The Legal 500, The Legal 500 EMEA, The Legal 500 Deutschland, JUVE Handbuch Wirtschaftskanzleien, BTI Consulting Group, Lawdragon, and The Black Book of Outsourcing.

Cloud

New technologies, emerging business models and an increasingly mobile workforce have made cloud computing the IT option of choice for many businesses and organizations. We have represented numerous providers, corporate customers and investors on all sides of technology transactions and agreements involving cloud computing, Software as a Service (SaaS), Platform as a Service (Paas), Infrastructure as a Service (IaaS), hosted arrangements, web services and application outsourcing. We help domestic and multinational clients identify and address potential issues such as data security, protection and privacy, while determining the value of services in terms of increased revenues, reduced costs and more efficient operations. We regularly draw on our Firm’s experience in technology intellectual property, finance, corporate transactions, regulatory issues and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription and other agreements.

Social media

Social media has quickly evolved from a personal-connection medium to a primary means of business, advertising, marketing, promotion, communication and reputation/brand management. The opportunities that arise from these new technologies are accompanied by equally daunting challenges and uncertainties. We help clients create and implement practical solutions that help them manage online and social media platforms and presence, respond to claims, complaints and regulatory actions, and better understand and comply with user-driven standards, new laws, cooperative self-governance and regulatory oversight. Given the broad range of issues that arise through participation in social media, we draw on the experience and knowledge of lawyers throughout the Firm’s technology, corporate, intellectual property, labor and employment, litigation and dispute resolution, and other key practice areas to help clients safely capitalize on opportunities in this environment.

Internet of Things

The “old” internet is being surpassed by the “internet of things”: technologies embedded in and connecting the everyday objects that people use at work, at home, in the car—even while asleep. Our lawyers advise clients on the myriad legal and commercial issues that arise from the development, deployment, licensing and sale of products, processes and services relating to wearable technologies, smart buildings and cities, telemedicine and e-health, energy and automobiles, among other growth areas. We also recognize that laws and regulations surrounding data privacy, consumer protection and telecommunications significantly affect the production, sale and use of these technologies.