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.

Whether to meet operational demands or to support growth opportunities, debt financing is a vital source of capital for businesses. Proper financing selection is the foundation of a company’s business strategy. The corporate financing team at McDermott Will & Schulte excels as a trusted advisor to clients on how best to structure and negotiate their financing transactions.

We represent a wide range of borrowers and lenders, ranging from privately owned companies to publicly traded corporations, private equity firms and their portfolio companies, and financial institutions of varying sizes. This diverse client base has enabled our finance team to amass experience and familiarity with the financing vehicles available in the market.

We are particularly skilled at supporting clients’ M&A needs. Working closely with our nationally recognized deal lawyers and tax practice, our lawyers deliver the full suite of business transactional legal services covering traditional M&A, project financing, private equity buyouts and add-on financings, as well as recapitalizations and restructurings. Over the past five years, we have closed more than four hundred transactional financings.

For borrowers, our service offering covers nearly every type of financing vehicle, including secured and unsecured lines of credit and debt instruments, high-yield notes and asset-based loans, and specialty financings such as tax-exempt bonds.

Supporting lenders, we possess demonstrated success structuring nearly every type of financing instrument. We represent a wide range of clients, including commercial banks, non-bank investors, asset-based lenders, business development companies, debtor-in-possession financiers, and holders of subordinated and mezzanine debt.

As a strategic partner, we support our clients’ financing needs by providing updates on market conditions, maintaining relationships with lenders and creating best practices in financing documentation. We work with our clients to secure the best financing possible to fuel their business growth.

Transactional Financings

Our financing lawyers work closely with the firm’s deal lawyers and tax practice to deliver a holistic legal package for transactional activities. For traditional M&A, we are skilled at structuring and negotiating the financing arrangement while securing preferred terms. For private equity, our lawyers understand the nuances of the industries of the portfolio companies and structure the deal accordingly. Over the past three years, the financing team has worked on more than 150 leveraged buyouts by private equity sponsors.

Recapitalizations

A growing financing option for private equity, recapitalization transactions free up capital for investors, allow the operating company to update its financing terms, increase borrowing thresholds and allow for further business growth. With numerous recapitalization transactions completed in the past few years, few firms possess the experience in recapitalizations that we do.

Cross-Border Investment

Whether you’re working on a deal in the U.S. 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.

ESG (Environmental, Social And Governance) Impact Investment

Impact investment initiatives seek to provide funding to organisations and projects that pursue a double bottom line – generating a sustainable financial return while creating measurable social and environmental benefits.

Our cross-disciplinary, multi-jurisdictional team is committed to making a difference to the lives of others through the support of ESG and impact initiatives, recognizing the dynamic growth in this industry and its transformative effect on capital markets. Our team regularly advises on a range of ethically responsible investment matters, including fund formation and creating innovative investment structures, social impact bonds and other capital market solutions. Our team consists of market leaders who have worked on some of the most innovative cross-border finance transactions delivering positive social impact aligned to the United Nations Sustainable Development Goals.

We represent organizations and individuals – including start-ups, investors, social entrepreneurs, financial institutions, social enterprises, and microfinance institutions – that are pioneering the development of solutions that address a variety of social needs. We have experience across a broad range of impact industries, including clean tech, education, welfare, and financial services.

Our global platform and full service capabilities – including structured finance, funds, M&A, corporate finance, capital markets, financial products, tax, and regulatory means that we are well-positioned to advise our clients, wherever they seek to deliver a positive social impact.

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.

Outsourcing agreements are some of the most complex and technically difficult agreements into which companies will enter. The ongoing operational challenges that follow can be equally challenging. Coordination of internal resources is crucial, as is alignment with suppliers, as business needs change over the duration of the agreement. Despite such challenges, these agreements are growing in popularity as companies seek to use outsourcing agreements to find efficiencies, access new capabilities, and refocus resources and capital on their core businesses.

Our outsourcing team comprises lawyers who wrote the cornerstone legal treatise on outsourcing, provide access to download Master Outsourcing Services Agreements (MOSAs) for US and German Laws. The outsourcing MSAs were designed by our lawyers to be significantly shorter, scope agnostic, easily expandable, market tested and customizable.

We have extensive global experience, routinely work on the largest and most complex cross-border outsourcing arrangements in the United States, Europe, Australia and Asia, and are widely recognized as the “go-to” team for market leading transactions.

Our clients—ranging from mid-market private companies to Fortune 50 corporations, along with global outsourcing industry giants and niche providers—turn to us for our capabilities to advise on the spectrum of outsourcing services. Our work spans nearly every industry, including technology, telecommunications, IT, healthcare, life sciences, food and beverages, and manufacturing and industrials.

We provide an impressive offering of services, from evaluating the capabilities of potential outsourcing providers and drafting master services agreements to support during contract governance and remediating troubled relationships. In addition, we regularly train teams on contract adoption protocols and advise on interpretation. We have a deep bench of experienced lawyers who regularly represent clients in informal and formal outsourcing disputes and contract renegotiations.

Our dual practice advising customers as well as service providers is unique in the legal space, and gives us a distinct edge in representing our clients. The complex nature of outsourcing transactions demands a multidisciplinary approach, which is why we supplement outsourcing engagements with the support of other global cross-practice attorneys, as appropriate. Together, the practice is able to individually address each issue our clients face.

Business Process Outsourcing

In today’s competitive business environment, business process outsourcing arrangements have become a key tool in helping companies increase capabilities and cut costs. We help clients negotiate effective, enforceable agreements that comply with regulations, achieve tax and other financial objectives, deliver improved operational efficiencies, help ensure data protection and information privacy safeguards, and address a range of corporate compliance issues. We have negotiated agreements in a broad spectrum of business processes such as account management, accounting and finance, human resources services, insurance claims processing, investment company management and back-office operations, and procurement, among other areas.

Information Technology Outsourcing

Few businesses have the resources and infrastructure to take full advantage of emerging information technology on their own. However, no business can afford to be left behind the IT curve. We help companies enter into strategic outsourcing arrangements that allow them to take maximum advantage of the tools, applications and platforms available through third-party providers, while enabling them to focus on their core business operations and objectives. We have negotiated, closed and managed many types of outsourcing arrangements, including application development and maintenance, cloud solutions and web hosting, customer service and help desk operations, data center operations and services, data protection and security, managed print services and systems support, among other areas.

Telecommunications and Network Management

Telecommunications technology remains a leading driver of global economic growth, for companies in the telecom sector itself and for businesses that depend on reliable, strong communications and data networks in order to serve their own customers most effectively. Our lawyers have substantial experience helping clients identify key vendors and negotiate and document outsourcing contracts covering a range of related services, including network and infrastructure development, deployment and management, as well as network sharing and roaming, VoIP, website development and hosting, and other agreements.

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.

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. Our deep industry experience spans multiple sectors, with a focus on healthcare.

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.

Tax considerations shape how your business structures transactions, financings, and international investments. Our lawyers advise you on global tax compliance and design tax strategies that support growth, help mitigate financial exposure, and strengthen your business operations across jurisdictions.

Our tax lawyers represent financial institutions, investors, and businesses – including more than half of the Fortune 100. Working across the US, Europe, and other major markets, we align tax strategy with your global business strategy while helping you anticipate regulatory and controversy risk.

Tax strategy is most effective when integrated early into decision-making. Our tax lawyers advise you on federal, state, local, and international tax laws that affect your transactions, investments, financings, restructurings, and cross-border operations. We also help you evaluate the tax implications of evolving business models, supply chains, and operating structures as your business expands internationally.

Our tax law practice includes advising on transfer pricing planning, advance pricing agreements, and cross-border tax controversies. We handle sophisticated transfer pricing disputes worldwide and engage with taxing authorities and organizations involved in international tax policy and enforcement – including the Organisation for Economic Co-operation and Development (OECD), the Internal Revenue Service (IRS), and tax authorities throughout Europe and globally.

Tax disputes can affect enterprise value. Our team includes former IRS administrators, Department of Justice (DOJ) Tax Division lawyers, Tax Court clerks, and legislative advisors who understand how tax policy is developed, interpreted, and enforced. This experience strengthens our ability to advocate before taxing authorities and guide you through examinations, administrative appeals, and litigation before trial courts, appellate courts, and the US Supreme Court.

Technology, information and intellectual property assets form the core of the modern economy. Whether technology is a company’s primary focus or an essential tool in providing better products and services, it plays an important role in virtually every business.

Our technology and commercial transactions team includes lawyers with deep experience representing technology companies and their customers at every point in the business lifecycle. We provide counsel on purchase, supply, development, licensing, distribution, joint venture, reseller, and other agreements and contracts.

Our lawyers advise startups, Fortune 50 technology companies, and national and multinational enterprises operating in a wide range of industries, including aviation, banking and finance, defense, energy, entertainment, life sciences, natural resources, real estate, technology and telecommunications. We have structured, negotiated and closed billions of dollars of technology transactions for clients across North America, Europe, the Asia-Pacific region, Latin America and Africa.

Our lawyers are deeply skilled at advising clients on a wide variety of technology-related matters and issues involved with the acquisition and licensing of technology and IP assets, including cloud computing, outsourcing of technology and business processes, data privacy, distribution agreements, wireless and wireline telecommunications, technology development and related maintenance and services, e-commerce, electronic payment systems, Internet-of-things, mobile app development, social media, content delivery, contract manufacturing, open source and other software issues, consulting services agreements, and contract manufacturing. Our lawyers also advise clients on transition services as well as the technology and intellectual property issues relating to the acquisition or divestiture of businesses.

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.

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Our areas of focus

• Technology Development
  We regularly advise a broad range of clients—from entrepreneurs to national utilities and multinational corporations—on technology development issues, including the negotiation of joint technology development arrangements and related commercial and regulatory issues. We provide counsel on the acquisition and licensing of emerging IP and other assets, technology transfers, product development and manufacturing agreements, patent prosecution and portfolio strategies, open-source software development, and hardware acquisitions.
• Technology Licensing and Procurement
  We regularly represent businesses involved in the licensing and procurement of technology and intellectual property assets. Our lawyers have significant experience in cloud computing, software as a service (SaaS), platform as a service (PaaS) and infrastructure as a service (IaaS), software licensing, content licensing, technology implementation, maintenance and support, e-commerce issues, hosting and hardware acquisition.
• Joint Ventures and Strategic Alliances
  For many businesses, it makes sense to join forces with allied companies to achieve shared goals. It does not, however, always make sense to merge with or acquire another enterprise in order to formalize such cooperative efforts. We have helped numerous companies negotiate effective joint ventures and strategic alliances in technologies such as industrial processes, cloud computing, data centers, medical and healthcare services and products, and telecommunications. We work with clients to assess the strength of their assets and conduct due diligence reviews of partners to determine the most effective framework for pursuing mutual objectives. Recent client engagements have involved a joint venture to develop flash storage for computers and the development of cloud computing-based medical image management solutions.
• Manufacturing, Supply and Distribution Agreements
  We regularly negotiate a broad range of agreements on behalf of OEMs, developers, manufacturers, contract manufacturers, suppliers, distributors, resellers, energy companies and utilities, and logistics enterprises across the United States, in international markets, and across industries such as information technology, biotechnology and advanced fabrication. Our lawyers negotiate integrated supply management, supply chain and distribution agreements that ensure compliance with federal and state laws and regulations, and address issues such as technology licensing, electronic contracting, signatures and records, product marketing and promotion, use of online tools and search engines, and advertising and sweepstakes.
• E-Commerce
  We advise clients on the full spectrum of legal, commercial and regulatory issues that arise in the context of e-commerce. This includes advising on electronic contracting, EULAs, terms of use, marketing, data privacy and protection, cybersecurity, compliance, technology transfers, electronic payments, social media issues, business method patents and trademarks.
• 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 have a significant effect on the production, sale and use of these technologies.
• Health Information Technology
  We advise clients on the full range of legal and compliance issues relating to the acquisition, implementation, use and management of health information technology (HIT), including the computer software and hardware that deals with the retrieval, sharing and use of health care information for decision making, regulatory reporting and communication among providers, insurers and patients. We counsel clients on matters involving electronic health records (EHRs), health information exchange (HIEs) and protected health information (PHI). We routinely advise physicians, hospitals, health systems, practice management companies, EHR vendors and medical billing companies on compliance with HIPAA, state breach notification laws, Medicare and Medicaid EHR Incentive Program requirements, and the False Claims Act, Anti-Kickback Statute, and other federal and state health care regulatory laws.
• 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 and compliance, and other key areas of law to negotiate transactions and develop enforceable terms of service, service level, subscription and other agreements.