Public Offerings & Private Placements

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Irell & Manella LLP represents issuers, equity sponsors, purchasers, underwriters and other parties in public and private financings across a wide range of industries.

The types of public offerings in which we have expertise include initial public offerings, follow-on primary offerings, secondary offerings, registered shelf (including universal shelf) offerings, exchange offers, and recapitalizations, involving common stock, preferred stock, warrants and other forms of equity, senior, mezzanine and subordinated debt, convertible debt and other “hybrid” securities.

Irell & Manella also regularly counsels issuers, entrepreneurs and investors in private capital-raising transactions, including significant institutional and investment fund debt and equity investments in established businesses, Rule 144A transactions, “angel” start-up fundings, venture capital financings, strategic investments, bridge loans, “venture debt” transactions and PIPE transactions.

Irell & Manella attorneys advise clients in all aspects of the public offering and private placement processes, including:

  • Structuring, negotiating and documenting complex financing and security arrangements;
  • Drafting prospectuses, offering memoranda, registration statements and other offering materials;
  • Performing due diligence;
  • Interacting with regulatory authorities including the Securities and Exchange Commission and the Department of Justice in connection with their review of regulatory filings in the deal;
  • Complying with federal securities laws and state corporate and “blue sky” laws; and
  • Addressing NYSE, NASDAQ and other listing requirements.

The attorneys in our public offering and private placement practice have broad experience across other practice areas, such as tax, private equity and venture capital, and mergers and acquisitions.  We also draw on the expertise of our intellectual property, real estate, employment and benefits, bankruptcy, antitrust, litigation and other practice groups to provide sophisticated, innovative and efficient service to our clients.