McDermott Will & Schulte, a global law firm

Capital is the lifeblood of a company’s operations. Our 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.

Our areas of focus

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.

Transactions can strengthen your business by helping you access capital, pursue growth opportunities, and enter new markets – but they also carry risks that can have lasting consequences. Our corporate and transactional lawyers structure transactions that drive growth while managing legal, regulatory, and commercial exposure.

Our lawyers collaborate across offices worldwide to provide coordinated counsel on domestic and cross-border transactions. Our corporate law practice guides you through commercial agreements, mergers and acquisitions, financings, restructurings, and governance matters designed to support your business strategy.

We also advise on sophisticated capital formation and investment structures, including capital raises, PIPE transactions, SPAC-related matters, and other strategic financing arrangements that provide flexible access to capital in evolving markets.

Beyond execution, our corporate and transactional lawyers address the challenges that shape long-term deal success, including:

• Post-merger integration and reorganizations
• Cross-border governance and operating structures
• Commercial contracts and change-of-control issues
• Intellectual property and asset organization
• Tax, treasury, and operational continuity planning
• Workforce and benefits integration
• Legacy liabilities and dispute exposure

Managing a large volume of transactions can quickly become resource intensive. Our technology-enabled transactional legal services team combines sophisticated AI review tools with experienced transactional lawyers to streamline due diligence, contract negotiation, and contract management – helping you scale quality and consistency across a high volume of matters.

From capital formation to post-closing integration, we help you navigate transactions strategically while managing the legal and operational issues that impact business performance. Our lawyers structure and execute deals that mitigate risk and support long-term growth.

A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.

Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.

We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.

We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.

As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.

Our real estate practice helps you navigate complex property markets, using sophisticated strategies that reduce your risk and capitalize on high-value opportunities across the United States, Europe, and around the globe.

Our real estate acquisition and development team supports every phase of your project and protects your capital, from initial structuring to final disposition. We streamline complex real estate acquisition and development deals, accelerating your timeline to profitability and ensuring your assets generate long-term financial value.

Our real estate finance lawyers integrate tax, corporate, and regulatory strategies into your deals. With experience in all segments of mortgage, mezzanine, and construction lending from both the lender and borrower sides, we optimize your real estate financing and investment structures, lowering your cost of capital and securing favorable terms for your portfolio.

If and when real estate litigation threatens your assets, we resolve conflicts efficiently to minimize operational disruption. Our real estate finance litigation strategies protect your bottom line, preserving your asset value and keeping your business objectives on track.

Navigating global markets requires substantial experience in real estate law, and we draw insights from more than $300 billion in recent transactions and signature real estate projects globally. We connect you with market leaders and structure innovative solutions, empowering you to capitalize on emerging opportunities and achieve greater financial outcomes across your portfolio.

For clients ranging from financial institutions and private equity sponsors to developers, our real estate acquisition and development lawyers deliver results. We transform complex cross-border challenges into streamlined, profitable ventures that elevate your market position and secure the highest possible return on your real estate investments.

When not managed properly, trade and transfer risk issues can push a potentially winning investment into losing territory. Our Distressed Debt & Claims Trading Group has extensive experience advising broker-dealers, hedge funds, investment banks, CLOs and private equity funds on a wide range of U.S., European, Asia-Pacific and emerging markets debt and claims trading matters. Our lawyers understand our clients’ goals and have the transaction skills and commercial sense required to facilitate execution and settlement of trades.

The Group advises clients in structuring, preparing and negotiating deal-specific transaction documentation, including trade confirmations, debt and post-reorganization equity purchase and sale agreements, claim assignment agreements, participation agreements, proceeds letters, confidentiality agreements, “big boy” letters and bid procedure documentation.

The Distressed Debt & Claims Trading Group’s lawyers often play a central role in transactions having a trading component while working closely with lawyers from the firm’s other practice groups, including the Distressed Investing, Finance, Investment Management, Business Reorganization, Structured Finance & Derivatives, Litigation, Regulatory & Compliance and Tax Groups.

Auctions, Bulk Transfers, and Rights Offerings

Bank Debt Auctions

For clients participating as buyers or sellers in auctions for bank debt portfolios, we prepare bid documentation, collect bids, evaluate bids, and guide you through the complete bidding and settlement process. When acting for buyers, we analyze and advise on issues relating to the underlying claim documentation and negotiate claims transfer documentation.

Bulk Transfers and Portfolio Analysis

We advise our clients as both buyers and sellers in bulk transfers of claim and debt portfolios, and we provide a full analysis of the underlying claims recovery, credit review, and transfer issues.

Rights Offerings

The Group advises clients as participants or backstop parties of debt and equity rights offerings in connection with a debtor’s plan of reorganization. When our clients are the beneficial holder of the debt or equity — and not the record holder — our lawyers ensure that their right to participate is thoroughly documented and protected. We understand how crucial it can be to receive proceeds as soon as possible; accordingly, we ensure that the transfers of any proceeds after a successful rights offering are settled as quickly and comprehensively as possible.

Bank Debt Trading

We regularly advise buy-side and sell-side clients at each stage of a debt or claims transaction. In addition to highlighting the risks associated with any given trade and formulating the optimal settlement or structuring options, we represent clients in the negotiation of trade confirmations, purchase and sale agreements, participation agreements, proceeds letters, and “big boy” letters.

The lawyers in the Distressed Debt & Claims Trading Group are active members of the Loan Syndications and Trading Association (LSTA), Loan Market Association (LMA), and Asia Pacific Loan Market Association (APLMA); as a result, they have long-standing familiarity with the protocols and recommended documentation advocated by each association. We have a comprehensive understanding of the U.S., European, Asian-Pacific, and emerging secondary loan markets, and we regularly facilitate loan transfers worldwide.

Bankruptcy Claims Trading

We advise buyers and sellers on all aspects of bankruptcy claim trading transactions, ranging from bilateral transfers to complex multi-party claims auctions. The Group’s lawyers structure, prepare, and negotiate the transaction documents, review and analyze the underlying proofs of claim and supporting documentation, and file any transfer notices. We address the various risk silos that can influence claims trades — including notional, recovery, and counterparty risk — to meet your needs. Additionally, we guide you through every step of the negotiation process.

Club Syndications of Claims

We regularly advise clients in structuring and participating in club syndication deals and joint-venture claim participations. We negotiate and structure each transaction step to address recovery, notional amount, counterparty credit risk, voting, control, and information rights.

Leverage Opportunities

We design structures that enable our clients to leverage their bankruptcy claims positions. In conjunction with Schulte’s Finance Group and Structured Finance & Derivatives Group, we advise on leverage opportunities where the clients’ claims serve as collateral for a loan or structured product.

Claims Trade Auctions

For sellers, we prepare bid documentation, collect bids, assist in evaluating bids, and provide guidance through every stage of the bidding and settlement process. When acting for buyers, we analyze and advise on issues relating to the underlying claim documentation and negotiate claims transfer documentation.

Compliance

We regularly provide regulatory and compliance advice on the interaction between LSTA and LMA guidelines and U.S. and European securities laws. The Distressed Debt & Claims Trading Group stays up to date with regulatory legislation that is in effect or in development, and continually monitors the position of bank debt and claims as an asset class. Our lawyers routinely advise clients on trading in different levels of a company’s capital structure, the relationship between a company’s equity and bank debt, and their position when trading on the basis of syndicate confidential information and borrower confidential information.

Post-Reorganization Equity Trading

Many compliance and logistical considerations can affect the liquidity and settlement of securities when a company issues new equity under a Chapter 11 plan, an English law scheme of arrangement, or another form of restructuring. The new equity holders, the reorganized company, and transfer agents will often be unaccustomed to settling post-reorganization equity trades and unfamiliar with the governing terms of the new equity instruments or the provisions in the underlying stockholders’ agreement.

We understand the unique issues facing the various parties in settlement of post-reorganization equity transactions and work with them and their respective advisers to establish consensus on all necessary transfer documents and steps, including, if required, any securities law opinions.

Whether you’re working on a deal in the US or a cross-border transaction, with more than 150 lawyers across 20 global offices, we have the experience and capabilities you need to accomplish your objectives. In addition to helping our clients get deals done, we advise on tax issues, management incentive plans, health regulations, and multi-jurisdictional debt financing and restructuring.

Our global business restructuring team is skilled at representing private equity firms and their portfolio companies with the acquisition or sale of distressed assets. In particular, we provide sophisticated strategic and legal advice to navigate the peculiarities associated with asset sales in Chapter 11 and 7 bankruptcy cases, UCC Article 9 foreclosures and out-of-court restructurings. We have had success with section 363 bankruptcy sales and are skilled at pursuing stalking horse status for clients. Similarly, clients rely on our experience when acquiring assets through a debtor’s plan of reorganization in Chapter 11 bankruptcy cases.