Brian A. Johnson
David A. Westenberg
Areas of FocusExpand All Collapse All
Initial Public Offerings: Bringing Order to ChaosAn IPO is a transformational event in a company's lifespan and requires legal support and careful planning by experienced advisers. Beginning in advance of the organizational meeting, our corporate lawyers coordinate the offering process to eliminate delay and inefficiency. Our intellectual property, labor and employment, regulatory and tax lawyers perform valuable due diligence and other offering-related services, eliminating the expense and delay of retaining outside counsel (who often have little or no offering experience) in these areas. Leveraging our technical, market and legal experience, we manage the public offering process for our company and investment banking clients from the initial planning stages through due diligence and drafting, to the road show and pricing, and on to closing. Our IPO practice—which ranks among the top in the United States—is a leader for handling eastern United States IPOs, as counsel to both issuers and underwriters. We offer unparalleled service to our clients and our seasoned practitioners are routinely recognized for advising on several high-profile IPOs across a number of industries.
IPO Alternatives: When Convention Isn’t the Best PathIn recent years, a variety of alternatives to conventional IPOs have emerged for companies seeking alternative paths to capital and public trading, including mergers with special purpose acquisition companies (SPACs), direct listings and Regulation A IPOs. Although these techniques share many features with conventional IPOs, they also involve different considerations either due to the nature of the company or the nature of the transaction. Steeped in securities law knowledge and attuned to market dynamics, our capital markets lawyers help clients select and implement the structure that best meets their needs and preferences for becoming a public company.
Follow-On Public Offerings: Complicated, Creative, FastIssuers and major investment banks regularly retain us in a range of follow-on public offerings, from underwritten offerings with road shows to overnight marketed or "bought" deals. We have handled offerings of numerous types of securities and structures, including common stock, perpetual preferred stock, convertible preferred stock, convertible debentures, senior and subordinated notes, original issue discount notes, second lien secured notes, equity forwards and many others. Our experience with these securities and our sophisticated understanding of the particular requirements of different transactions allow us to effectively and efficiently represent our issuer and investment banking clients in the full range of follow-on public offerings.
Representing Issuers: Knowing What the Issuer is ThinkingWe have a comprehensive understanding of the priorities and expectations of issuers based on thousands of public and private capital raising transactions. This experience also greatly benefits our investment banking clients in anticipating problems and shaping and exceeding the expectations of their issuer clients. And because we are continually engaged in the market for public and private offerings from both perspectives, we understand the business and financial terms that are viewed as reasonable or unreasonable at any given time. This means more time spent getting the deal done and less time wasted in seeking unreasonable, inappropriate or outdated deal terms.
Private Offerings: Initial Purchasers and Placement AgentsWe represent both issuers and investment banks in all types of private offerings, including complex Rule 144A and Regulation S offerings of convertible debentures, high-yield bonds and other equity and debt securities. We are experienced in structuring and executing innovative PIPE offerings and have managed numerous large private placements by emerging technology company clients that require significant pre-IPO financing. We also collaborate with our issuer and investment bank clients on the preparation of disclosure documents, indentures and deposit, purchase and registration rights agreements. Our experience with the full range of private offerings enables us to handle complicated and time-sensitive transactions quickly and effectively.
Cross-Border Offerings: International ScopeWilmerHale is a recognized leader in international securities transactions, reflecting the combination of our US offerings practice and our extensive experience with cross-border securities, tax and corporate considerations. We advise US and non-US issuers, investment banks and mutual funds on public offerings, private placements and multiple stock exchange listings in the world's leading capital markets. We have handled more than 50 public offerings involving non-US listings or issuers on the London, Frankfurt, Toronto, Paris, Amsterdam, Zurich, Copenhagen, Oslo, Stockholm and Ireland stock exchanges, as well as numerous ADR and ADS listings on Nasdaq and the New York Stock Exchange.
Regulatory Issues: Avoiding the PitfallsWe have significant experience working with the various regulatory bodies and schemes that impact securities offerings, including the SEC, FINRA, Regulation M and other broker-dealer regulatory issues, as well as state securities laws. Regulatory issues can disrupt or delay an offering and create potential liability for issuers and investment banking clients. We help navigate the complicated, shifting regulatory requirements and work with staff attorneys at the SEC and FINRA to resolve difficult offering-related issues. Our lawyers include former senior staff members from the SEC—including former Directors of the SEC's Divisions of Corporation Finance and Enforcement—who provide a wealth of regulatory insight and practical knowledge. Our blue sky practitioners handle the chore of state securities law compliance quickly and efficiently. Our working understanding of the regulatory agencies is critical to the offering process and an invaluable aid to getting offerings done.
Initial Public Offerings: A Practical Guide to Going Public
2023 IPO, Venture Capital and M&A ReportsPublication
Initial Public Offerings – Issuers
Representing issuers, including Acacia Communications, Aileron Therapeutics, Akouos, Apellis Pharmaceuticals, Arsanis, Arvinas, Blue Apron, Casa Systems, Constellation Pharmaceuticals, Decibel Therapeutics, Dyne Therapeutics, EverQuote, Fulcrum Therapeutics, Generation Bio, IMARA, Inozyme Pharma, Kala Pharmaceuticals, Pandion Therapeutics, Schrödinger, Stealth BioTherapeutics, Syros Pharmaceuticals, Translate Bio and Trevi Therapeutics, in initial public offerings.
Initial Public Offerings – UnderwritersRepresenting underwriters in initial public offerings, including those of Amylyx Pharmaceuticals, Arcellx, CinCor Pharma, Crescera Capital Acquisition Corp., Icosavax, Ikena Oncology, Rallybio and Theseus Pharmaceuticals.
Follow-On Public Offerings and PIPE PlacementsRepresenting companies, including Agios Pharmaceuticals, Akebia Therapeutics, Apellis Pharmaceuticals, AVEO Pharmaceuticals, Casella Waste Systems, Catabasis Pharmaceuticals, Conformis, Curis, Danaher, Editas Medicine, Epizyme, Farmer Mac, Franklin Street Properties, Infinity Pharmaceuticals, Iterum Therapeutics, Kala Pharmaceuticals, Nightstar Therapeutics, Ocular Therapeutix, PAR Technology, Sage Therapeutics, Solid Biosciences, Spark Therapeutics, State Street, Tetraphase Pharmaceuticals and WEX, in follow-on public offerings and PIPE placements of common and preferred stock.
SPACS (Special Purpose Acquisition Companies)Representing private companies in SPAC business combinations, as well as SPACs and their sponsors in IPOs and business combinations. We also represent private equity, venture capital, family offices and other investors in PIPEs and other SPAC-related investments, and investment banks acting as underwriters, financial advisors and placement agents in SPAC transactions. Our SPAC practice draws on our strengths in capital markets and M&A, and our extensive experience working with growth companies in industry sectors such as healthcare and life sciences, technology, fintech, cleantech, media and entertainment, aviation, energy and others. SPAC transactions in which we have been involved on behalf of our clients have included, among others, Thoma Bravo Advantage/ironSource, Longview Acquisition/Butterfly Network, Vesper Acquisition/Hydrafacial, Falcon Capital/Sharecare and HighCape/Quantum SI.
Convertible Notes and Other Equity-Linked SecuritiesRepresenting issuers, including Akamai Technologies, Apellis Pharmaceuticals, Danaher, Fortive, Karyopharm Therapeutics, MicroStrategy, PTC Therapeutics and TechTarget in Rule 144A placements and public offerings of convertible notes and other equity-linked securities.
Investment Grade and High-Yield NotesRepresenting issuers, including Analog Devices, Danaher, Discovery, Emergent BioSolutions, Entegris, Houghton Mifflin Harcourt, Huntington Ingalls Industries, Intercept Pharmaceuticals, Medtronic, PerkinElmer, State Street, S&P Global, Thermo Fisher Scientific and WEX, in Rule 144A placements and public offerings of investment grade and high-yield notes.
Recognized Among the Best for Capital Markets
Named a First-Tier National Firm for Securities/Capital Markets Law
U.S. News - Best Lawyers®
Recognized as a Leading Firm for Capital Markets
The Legal 500 United States
- Chambers USA: America’s Leading Lawyers for Business – Ranked WilmerHale in Massachusetts for Capital Markets and in Massachusetts and Washington DC for Corporate/M&A.
- Chambers Global – Recognized 32 WilmerHale lawyers and 27 practice areas in their 2021 edition.
- Best Lawyers in America – Recognized 124 WilmerHale partners for 2020, naming 11 as “Lawyers of the Year.”
- U.S. News - Best Lawyers® – Recognized in the 2010–2023 “Best Law Firms” rankings. In the 2023 rankings, our corporate, mergers and acquisitions, and venture capital law practices were ranked in the first tier nationally and in Boston, and our corporate law practice was also ranked in the first tier in Colorado, New York and Washington DC. Our securities/capital markets law practice was ranked in the first tier nationally and in Washington DC. Our technology law practice was also ranked in the first tier in Boston.
- The Legal 500 United States – Regularly recognizes WilmerHale’s Capital Markets practice among top law firms for our work in the areas of Debt—Advice to Issuers and Equity Offerings—Advice to Issuers, most recently in 2022.
- Corporate Board Member – In 2014, 2016 and 2018, WilmerHale was named to Top National Corporate Law Firms list, a comprehensive ranking of the top 25 firms in the nation. Results are based on law firm surveys and feedback from thousands of directors and general counsel.
- LMG Life Sciences – Named WilmerHale the US Life Cycle Firm of the Year in 2017 and among the shortlist on eight occasions from 2012–2022. LMG has also ranked the firm in its 2012–2022 editions in corporate, licensing and collaboration, M&A, venture capital and several other practice areas, and named many WilmerHale lawyers “life sciences stars.”
- Law360 – Named WilmerHale a Technology Practice Group of the Year for 2016–2018, an award recognizing the firm’s key role in the significant matters that made headlines and changed the legal landscape within the past year.
- Super Lawyers – Our corporate lawyers are consistently recognized as “Super Lawyers” and “Rising Stars” in multiple jurisdictions.