Capital Markets

LEADERS

Overview

The Capital Markets Practice Group represents issuers, underwriters and investors in a variety of securities transactions around the world.

Our clients include companies in a range of industries, including technology, consumer retail/restaurant, entertainment, life sciences and health care, energy and financial institutions.  We have significant experience representing issuers and underwriters in a full range of offerings, including:

  • Initial public offerings and follow-on offerings
  • Convertible debt offerings
  • Investment grade and high-yield debt offerings
  • Rule 144A/Regulation S offerings of debt, equity and convertible or derivative securities\
  • Sustainability-linked bonds and green bonds offerings
  • Shelf registrations and takedowns
  • At-the-market offerings
  • Registered direct offerings and PIPE transactions

In addition, we advise companies, investors and investment banks on corporate and securities law issues, including:

  • M&A financing
  • Spin-off transactions
  • Tender and exchange offers
  • Liability management transactions
  • Stock exchange listing compliance and disclosure matters

A number of our partners have been recognized for excellence in capital markets by Chambers USA: America’s Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World’s Leading Lawyers for Business.

Our capital markets group is consistently ranked among the top firms for size, complexity and value of the capital markets matters we act on, both in the United States and internationally.  Through our regular participation in a variety of securities offerings, Gibson Dunn has access to a wealth of transaction data, market intelligence and practical, actionable experience with a unique perspective on the risks and opportunities that must be balanced to successfully complete a capital markets transaction.

We are involved in offerings by businesses ranging from emerging growth companies to large multinationals.  We help companies and investors with long-term planning to prepare for a successful initial public offering, focusing on such keys to readiness as registration rights, stockholder agreements, disclosure controls and executive compensation.  In executing capital markets transactions for our clients, we draw on the resources of Gibson Dunn’s firmwide subject matter experts, including our Securities Regulation and Corporate Governance and Securities Litigation practices, and industry-specific groups.

In addition to our strong presence in major financial centers across the United States, we have offices in key non-U.S. financial centers, including Beijing, London, Hong Kong, Dubai, Brussels, Frankfurt, Munich, Paris, Sao Paolo and Singapore, offering capabilities in cross-border and non-U.S. financings in a variety of currencies.  Our lawyers routinely advise international clients in Rule 144A/Regulation S and in registered securities offerings in the United States for foreign private issuers and sovereigns.   We also have extensive experience advising U.S. issuers in offerings denominated in euros, sterling or other denominations.  Our experience includes the representation of underwriters and non-U.S. issuers listing on the London Stock Exchange (LSE).  We also act as international/U.S. counsel representing issuers listing on many European exchanges such as the Official List of the LSE, the Irish Stock Exchange, the Luxembourg Stock Exchange, the LSE’s AIM submarket and the principal Gulf Cooperation Council stock exchanges.

Sustainable Finance

Our global sustainable finance practice advises on all aspects of sustainable financing, including ESG-linked loans, sustainability-linked bonds, green bonds, sustainable supply chain financing and targeted financing for energy transition. In executing transactions for our clients, we draw on the market intelligence and resources of Gibson Dunn’s firmwide subject matter experts, offering innovative solutions and strategic alignment to facilitate our clients’ business objectives.

EXPERIENCE & RECENT REPRESENTATIONS

Initial Public Offerings and Direct Listings

Convertible Note Offerings

Investment Grade Debt Offerings

SEC Filings

Selected Public Company Director Education Opportunities

Emerging Growth Companies

Gibson Dunn & Crutcher LLP is providing these materials for general informational purposes only. These materials are not intended to constitute, and do not constitute, legal advice and should not be used or relied upon as legal advice. These materials were not created or designed to address the unique facts or circumstances that may arise in any specific instance. Because the law changes constantly, these materials may not indicate the current state of the law. Nothing in these materials predicts or guarantees any future results or outcomes. These materials are not intended to create, nor do they create, either an actual or prospective attorney-client relationship. Likewise, sending email or other material to an attorney at Gibson Dunn about these materials will not create any attorney-client relationship. Do not send us confidential information until you speak with one of our attorneys and receive authorization to do so.

RECENT PUBLICATIONS

Early Insights from the Insider Trading Policies Filed by S&P 500 Companies under the SEC’s New Exhibit Requirement

-September 10, 2024

Gibson Dunn Advises Mondelēz International on $500 Million Notes Offering

-August 28, 2024

Gibson Dunn Advises Welltower in $1.035 Billion Private Offering of Exchangeable Senior Notes

-July 11, 2024

Gibson Dunn Advises Mondelēz International in CAD-Denominated Offering of C$650 Million of Notes

-July 3, 2024

Gibson Dunn Advised the Underwriters on LandBridge Company LLC’s Initial Public Offering

-June 28, 2024

Gibson Dunn Advises SolarEdge Capped Call Transaction

-June 28, 2024

Gibson Dunn Advises Initial Purchasers on $750 Million Senior Notes Offering by Fairfax Financial Holdings Limited

-June 24, 2024

Best Lawyers in France 2025 Recognizes 20 Gibson Dunn Attorneys

-June 20, 2024

Best Lawyers in the United Kingdom 2025 Recognizes 25 Gibson Dunn Attorneys

-June 20, 2024

Updated Summary of Director Education Opportunities Available (June 2024)

-June 20, 2024

Best Lawyers in Germany 2025 Recognizes 23 Gibson Dunn Attorneys

-June 14, 2024

Gibson Dunn Ranked in 2024 U.S. Legal 500

-June 12, 2024

Gibson Dunn Advises CriteriaCaixa on €612m Private Placement of Cellnex Telecom Shares

-June 11, 2024

UK Public M&A – Recent Guidance and Best Practice Note from the UK Takeover Panel Executive

-June 3, 2024

UK Public Company Takeovers Regime: Proposed Changes to Companies in Scope – What UK Companies, Their Shareholders & Bidders Need to Know

-May 8, 2024

Important Updates on Spin-Offs and Debt Exchanges: Revenue Procedure 2024-24 and Notice 2024-38

-May 6, 2024

Webcast: Unlocking Value – The What, Why and How of Spin-Offs

-May 1, 2024

Gibson Dunn Advises ESAB Corporation on $700 Million Senior Notes Offering

-April 11, 2024

Updated Summary of Director Education Opportunities Available (April 2024)

-April 9, 2024

Webcast: Preparing for Stronger Markets: Considerations for IPO Readiness

-March 27, 2024

Gibson Dunn Ranked in Chambers Europe 2024

-March 14, 2024

SEC Adopts Sweeping New Climate Disclosure Requirements for Public Companies

-March 8, 2024

Delaware Court of Chancery Invalidates Consent Rights and Certain Designation-Related Rights in a Stockholder Agreement

-February 28, 2024

Gibson Dunn Represents Mondelēz International in $550 Million Notes Offering

-February 20, 2024

Gibson Dunn Advises Gran Tierra Energy in $100 Million Re-Opening of Senior Secured Amortizing Notes

-February 6, 2024

SEC Adopts Final Rules to Align SPACs More Closely with IPOs

-February 2, 2024

Webcast: 2023 Capital Markets Year in Review and 2024 Outlook

-December 13, 2023

Webcast: The Role of ESG in U.S. Capital Markets

-December 7, 2023

Considerations for Preparing Your 2023 Form 10-K

-December 1, 2023

Gibson Dunn Advises Gran Tierra Energy Inc. on Exchange Offers

-October 26, 2023

Twenty-eight Partners Named Among the 2024 Lawdragon 500 Leading Dealmakers in America

-October 24, 2023

Gibson Dunn Ranked in Chambers UK 2024

-October 19, 2023

SEC Adopts Significant Amendments to Beneficial Ownership Reporting Requirements and Provides Guidance on Derivatives Reporting and Group Formation Matters

-October 13, 2023

Updated Summary of Director Education Opportunities Available (October 2023)

-October 11, 2023

Now Available: SEC Desktop Calendar for 2024

-October 9, 2023

Gibson Dunn Ranked in The Legal 500 UK 2024

-October 4, 2023

Law360 Names Eight Gibson Dunn Partners as 2023 MVPs

-October 2, 2023

11 Gibson Dunn Lawyers Named Lawyers of the Year for 2024

-August 17, 2023

Webcast: Recent Developments – ATM Programs and Rights Offerings

-July 19, 2023

Gibson Dunn Advises Mesquite Energy on Sale of Western Eagle Ford Assets to Crescent Energy Company

-July 13, 2023

Gibson Dunn Advises Mesquite Energy on Sale of Eagle Ford Catarina Ranch Assets to Black Mountain Oil and Gas

-July 13, 2023

Three Gibson Dunn Partners Recognized by Business Today Lawyer Awards

-July 10, 2023

Gibson Dunn Advised Ovintiv on Financing of its $4.275 Billion Acquisition of Midland Basin Assets from EnCap Investments

-June 15, 2023

Gibson Dunn Advised GE HealthCare Technologies on Secondary Offering of Shares

-June 12, 2023

Best Lawyers in the United Kingdom 2024 Recognizes 21 Gibson Dunn Attorneys

-June 8, 2023

SEC Adopts Amendments to Enhance Company Stock Repurchase Disclosure Requirements

-May 5, 2023

Eleven Gibson Dunn Attorneys Named in 2023 Lawdragon 500 Leading U.S. Energy Lawyers

-March 17, 2023

Gibson Dunn Ranked in Chambers Europe 2023

-March 16, 2023

Webcast: Five Things to Know About Convertible Note Offerings

-February 23, 2023

SEC Adopts New Final Rules for Clearance and Settlement; Proposes Changes for Investment Adviser Rules

-February 22, 2023

Considerations for Preparing Your 2022 Form 10‑K

-January 9, 2023

Webcast: 2022 Capital Markets in Review and 2023 Outlook

-December 15, 2022

Parsing SEC’s Rule Extension For Fixed-Income Issuers

-December 6, 2022

SEC Extends Phased-in Approach for Application of Rule 15c2-11 for Certain Fixed Income Securities, Including Most Notably Securities Being Sold Pursuant to Resales under Rule 144A

-December 1, 2022

Recent SEC Interpretation of Exchange Act Rule 15c2-11 May Pressure Private Issuers of Fixed Income Securities to Publicly Disclose Financial Information

-November 21, 2022

Gibson Dunn Promotes 37 Lawyers to Partnership

-November 15, 2022

Gibson Dunn Ranked in Chambers UK 2023

-October 20, 2022

Twenty-Two Gibson Dunn Lawyers Recognized in Expert Guides’ Women in Business Law

-October 6, 2022

Thirty-Nine Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide 2022

-October 6, 2022

Gibson Dunn Ranked in The Legal 500 UK 2023

-September 29, 2022

Texas Lawyer Named Hillary Holmes a 2022 Women in Energy Honoree

-September 21, 2022

Webcast: Capital Raising in a Challenging Environment: PIPEs

-September 15, 2022

Law360 Names Eight Gibson Dunn Partners as 2022 MVPs

-September 6, 2022

Cynthia Mabry Named Among Houston Business Journal’s Women Who Mean Business

-August 26, 2022

Gibson Dunn Adds Corporate Partner Cynthia Mabry in Houston

-August 22, 2022

11 Gibson Dunn Partners Named Lawyers of the Year

-August 18, 2022

Energy Industry Reacts to SEC Proposed Rules on Climate Change

-August 10, 2022

Four Who’s Who Legal 2022 Guides Recognize Three Gibson Dunn Partners

-August 3, 2022

Who’s Who Legal 2022 Recognizes Gibson Dunn Partners in Energy

-June 16, 2022

Best Lawyers in the United Kingdom 2023 Recognizes 18 Gibson Dunn Attorneys

-June 9, 2022

Webcast: The Role of ESG in Capital Markets

-May 19, 2022

Summary of and Considerations Regarding the SEC’s Proposed Rules on Climate Change Disclosure

-April 15, 2022

SEC Proposes Rules to Align SPACs More Closely with IPOs

-April 6, 2022

Gibson Dunn Ranked in Chambers Europe 2022

-March 17, 2022

Webcast: IPO and Public Company Readiness: Strategies and Considerations

-February 24, 2022

Considerations for Preparing Your 2021 Form 10-K

-January 21, 2022

Gibson Dunn Grows Corporate Practice in London with Addition of Four Partners

-December 15, 2021

Webcast: 2021 Capital Markets in Review and 2022 Outlook

-December 14, 2021

SEC Adopts Rules Mandating Use of Universal Proxy Card

-November 18, 2021

Gibson Dunn Promotes 27 Lawyers to Partnership

-November 4, 2021

Gibson Dunn Ranked in Chambers UK 2022

-October 21, 2021

Thirty-Eight Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 7, 2021

Gibson Dunn Ranked in the 2022 UK Legal 500

-October 7, 2021

Seventeen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

-October 7, 2021

SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond

-September 20, 2021

10 Gibson Dunn Partners Named Lawyers of the Year

-August 19, 2021

Who’s Who Legal 2021 Recognizes Gibson Dunn Partners in Asset Recovery, Capital Markets and IP

-August 13, 2021

SEC Fires Shot Across the Bow of SPACs

-July 14, 2021

Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda

-June 21, 2021

Best Lawyers in the United Kingdom 2022 Recognizes 10 Gibson Dunn Attorneys

-June 3, 2021

Seventeen Partners Named Among the 2021 Lawdragon 500 Leading Dealmakers in America

-May 13, 2021

Webcast: The Role of ESG in Capital Markets

-April 21, 2021

New York Adopts LIBOR Legislation

-April 8, 2021

SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

-April 7, 2021

The End Is Near: LIBOR Cessation Dates Formally Announced

-March 9, 2021

Considerations for Preparing Your 2020 Form 10-K

-February 3, 2021

Webcast: The Art of the Spin-off

-January 28, 2021

Beau Stark and Robyn Zolman Named Denver’s Top Lawyers 2021

-January 21, 2021

Webcast: SEC Disclosure and Proxy Season Outlook for 2021

-January 20, 2021

A Current Guide to Direct Listings

-January 8, 2021

Open Questions Remain after SEC Approves Primary Direct Listings on the NYSE

-January 8, 2021

Nasdaq Proposes New Board Diversity Rules

-December 4, 2020

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

-December 3, 2020

Proposal to Publish LIBOR Beyond 2021

-December 1, 2020

Webcast: Raising Capital in the Current Environment VII: Going Private and Going Dark

-November 5, 2020

Webcast: Navigating the dynamic ESG landscape – key UK considerations for boards and senior management

-November 4, 2020

Who’s Who Legal 2020 Guides Recognize 12 Gibson Dunn Partners

-October 30, 2020

How to Raise Energy Capital in Tough Times

-October 29, 2020