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.

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.

AI law and business

This comprehensive treatise offers a forward-looking perspective on how US and international laws are adapting as AI continues to evolve at an extraordinary pace.

Learn more

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 health care 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 healthcare 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.

I mercati energetici rappresentano un settore di alta specializzazione, e gli stakeholders hanno imparato a contare su McDermott Will & Schulte per l’abilità dei nostri professionisti nel trovare soluzioni legali adeguate alle esigenze di business in questi mercati così dettagliatamente regolamentati. Potendo contare su un network globale, siamo in grado di fornire una consulenza coordinata in tutto il mondo, che coniuga le competenze regolamentari e di analisi transazionale nel perseguimento costante delle esigenze dei clienti. Grazie anche all’esperienza di lungo corso nei mercati energetici, siamo in grado di accompagnare il cliente nel conseguimento di obiettivi di successo.

La stampa specializzata, sia europea che americana, ha in più occasioni riconosciuto l’abilità dei nostri professionisti e la qualità del lavoro svolto da McDermott in questo settore. Solo per citarne alcuni, US News Best Lawyers ha indicato i professionisti USA come top provider nella pubblicazione sui migliori Studi legali; The Legal 500 USA ha sottolineato l’abilità dei nostri professionisti nel gestire e portare a termine le più complesse transazioni; The Legal 500 EMEA ha elogiato il nostro gruppo Italiano e Chambers Global ha citato lo Studio per l’attività svolta in Africa.

Ciò che i clienti apprezzano in particolar modo è la nostra ampia e profonda conoscenza del settore energetico, che appoggia le sue solide basi nel lavoro di lunghissimo corso svolto nei mercati domestici, così come nelle operazioni cross-borders e nel coordinamento dei diversi sistemi giuridici. Siamo particolarmente attivi nei mercati del gas e dell’elettricità, sia da fonti convenzionali che rinnovabili, così come nei mercati dei derivati. In questi settori assistiamo diversi tipi di clienti, portatori di diversi interessi, dagli investitori privati, agli istituti finanziari, ai fondi di investimento, alle pubbliche amministrazioni.

Siamo dunque in grado di offrire il più ampio tipo di consulenza legale, in ragione del fatto che gli investimenti nei mercati energetici richiedono una preparazione ad ampio spettro, che include, oltre che la conoscenza specifica del mercato, anche competenze in diritto societario, bancario e finanziario, diritto amministrativo (procedimenti, urbanistica, ambiente, appalti e concessioni) fiscale, real estate. Un tipo di consulenza quindi che solo un gruppo di professionisti di grande esperienza e che racchiude in sé diverse competenze può offrire.

Siamo presenti, con le medesime competenze, sia a livello globale che locale. Con professionisti dislocati in tutto il mondo - da Chicago e Los Angeles a New York, a Washington DC, Parigi, Londra e Milano - assistiamo i nostri clienti dagli USA, all’Europa, all’Africa all’America Latina.

I nostri professionisti hanno le competenze più ampie; molti di loro, prima di intraprendere l’attività professionale, hanno ricoperto cariche prestigiose presso enti governativi, istituzioni pubbliche e private, quali la US Commodity Futures Trading Commission (CFTC), la Federal Energy Regulatory Commission (FERC), o la Fondazione ENI Enrico Mattei. Questa combinazione di esperienza di mercato e competenze legali permette ai clienti di risparmiare tempo e denaro nel perseguimento dell’obiettivo di business, attraverso l’identificazione precisa e celere delle criticità dell’affare, così come degli aspetti positivi da perseguire per la buona riuscita dell’operazione.

Today’s health market has entered a new age of collaboration, innovation and disruption.  With the shift to value-based care turning the healthcare industry on its head, forward thinking leaders are looking toward innovative alliances through mergers and acquisitions to improve quality of care and delivery, financial outcomes, and operational efficiencies.

Making these innovative and transformative business ventures a reality comes with significant regulatory and transactional challenges, and there are many opportunities for a deal to go off course.

That’s why you need the full weight of the industry’s leading healthcare law firm behind you.

As the industry’s top-ranked law firm for health and life sciences ventures, we’re passionate about our role in shaping the alliances that will lead to superior healthcare delivery. With more than 400 major hospital and health system transactions under our belts in the past five years, we are deeply experienced with helping clients find creative and unexpected solutions in the most complex healthcare and life sciences markets.
Whether they’re forming partnerships across industries or across the world, our unparalleled experience enables us to champion our clients’ visions. Our team’s cross-functional, cross-border capabilities, practical and operational approach, and extensive experience fostering game-changing collaborations give us unique insight into the relationship-building nuances that help healthcare leaders make these vital alliances a reality. Our transaction leaders bring highly focused skills and broad industry experience to bear on all elements of a transaction, earned from decades of fostering game-changing alliances in the healthcare space through merger and acquisitions, private equity and venture capital investment, joint ventures, and strategic investments and alliances.

Our transaction leaders bring highly focused skills and broad industry experience to bear on all elements of a transaction. We seamlessly integrate technical specialties with transactional, regulatory and controversy-contextual knowledge (e.g., Medicare reimbursement, the Stark Law) and have significant daily experience advising on these matters at operational and strategic levels. This cross-functional approach enables our team to anticipate change and craft creative solutions that avoid redundancy and delay, so that transactions are executed in a timely, cost-effective manner. Our deep regulatory bench and broad transactional backgrounds give us insight into the regulatory, reimbursement and operational issues that, in less experienced hands, can derail transactions and destroy value.

Because we have counseled hospitals and health systems across the United States and around the globe, our dedicated healthcare M&A teams have a complete understanding of the federal and state regulatory landscape and can quickly identify the local regulatory matters that, in conjunction with federal laws and regulations, will influence the outcome of a transaction.

Together, we’re pushing boundaries and knocking down barriers to usher in a new age of healthcare collaboration.

The strategy behind your business growth

Pushing boundaries and moving forward, you’re always looking for what’s next. Be ready to take advantage of merger and acquisition opportunities with a hand-selected team of legal advisors by your side. We’ll navigate the complex and highly regulated life sciences landscape and help prevent challenges from holding you back. So you can keep moving at the pace of innovation.

It’s what we do: we fuel missions and knock down barriers to successfully negotiate and close deals on behalf of life sciences businesses large and small, worldwide.

No matter what your growth looks like, our cross-border team can help with your collaborative transformations, including:

• Traditional M&A deals
• Strategic acquisition of distressed assets
• Spin-offs, carve-outs and divestitures
• Private-equity-funded buyouts
• Venture capital funding
• Deals with universities, academic medical centers and research institutions

We offer comprehensive and holistic advice from an integrated team of Tier 1 health lawyers along with our deep bench of IP, regulatory, litigation, corporate, tax and employee benefits lawyers from more than 20 offices around the globe.

Learn how we can help you go further.