Initial Public Offerings: Bringing Order to Chaos
Initial Public Offerings: Bringing Order to ChaosWith legal support and careful planning by experienced advisers, an IPO can be a transformational event in a company's lifespan. 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. Over the past 20 years, our IPO practice—which ranks among the top in the United States—has handled more IPOs in the eastern United States, as both issuers counsel and underwriters’ counsel, than any other law firm.
Follow-On Public Offerings: Complicated, Creative, Fast
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 Thinking
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 offerings. 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 Agents
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. We 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 Scope
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 Pitfalls
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
2019 IPO Report—A Detailed IPO Market Review and OutlookPublications
Initial Public Offerings – IssuersRepresenting Acacia, Aileron Therapeutics, Apellis Pharmaceuticals, Arsanis, Arvinas, Blue Apron, Casa Systems, Constellation Pharmaceuticals, Editas Medicine, EverQuote, Kala Pharmaceuticals, Spring Bank Pharmaceuticals, Stealth BioTherapeutics, Syros Pharmaceuticals and Translate Bio in initial public offerings.
Initial Public Offerings – UnderwritersRepresenting the underwriters in the initial public offerings of Adaptimmune Therapeutics, Biotie Therapies, CarGurus, ChannelAdvisor, Entasis Therapeutics, HubSpot, Imprivata, MacroGenics, ProQR Therapeutics, Rhythm Pharmaceuticals, TCR² Therapeutics, Xeris Pharmaceuticals and Zynerba Pharmaceuticals.
Follow-On Public OfferingsRepresenting Acacia, Achillion Phamaceuticals, Agios Pharmaceuticals, Apellis Pharmaceuticals, Argos Therapeutics, Casa Systems, Casella Waste Systems, Catabasis Pharmaceuticals, Editas Medicine, Epizyme, Franklin Street Properties, Genpact, Idera Pharmaceuticals, Infinity Pharmaceuticals, Karyopharm Therapeutics, Medtronic, Nabriva, Nightstar Therapeutics, Ocular Therapeutix, Spark Therapeutics, Tetraphase Pharmaceuticals, Thermo Fisher Scientific and Voyager Therapeutics in follow-on public offerings.
Rule 144A PlacementsRepresenting Akamai Technologies, Bottomline Technologies, Entegris, Fortive, Huntington Ingalls Industries, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible and senior note offerings.
Public Offerings of Senior Notes, Convertible Notes, Mandatory Convertible Preferred Stock and Preferred StockRepresenting Analog Devices, Danaher, Discovery, Entegris, Federal Agricultural Mortgage Corporation, Fortive, Intercept Pharmaceuticals, Karyopharm Therapeutics, Medtronic, PerkinElmer, State Street and Thermo Fisher Scientific in public offerings of senior notes.
Ranked Among the Top Five Law Firms Handling IPOs for Issuers
American Lawyer, Corporate Scorecard
Recognized Among the Nation's Best for Capital Markets: Derivatives
Named to the Top National Corporate Law Firms List
Corporate Board Member
2014, 2016, 2018
- American Lawyer – The 2017 Corporate Scorecard report ranked WilmerHale among the top five law firms handling IPOs for issuers based on the number of transactions in 2016.
- Best Lawyers in America – Recognized 114 WilmerHale partners for 2019, naming nine as “Lawyers of the Year,” including Jay Bothwick as Boston Mergers and Acquisitions Law Lawyer of the Year and David Westenberg as Boston Information Technology Law Lawyer of the Year.
- Chambers Global – Recognized 34 WilmerHale lawyers and 23 practice areas in their 2019 edition. Among those named “The Leading Global Lawyers for Business” were Mark Borden and Jay Bothwick for corporate/M&A, Robert Finkel for outsourcing, and Paul Architzel for capital markets/derivatives.
- Chambers USA: America’s Leading Lawyers for Business – Recognized our capital markets: derivatives practice among the best in the nation in 2018 and our corporate practice among the best in 2012–2017, with sources saying that WilmerHale provides “excellent service and quality advice and representation.” The 2017 and 2018 editions of Chambers USA also ranked WilmerHale in the following regions and practices: Massachusetts and Washington DC for Corporate/M&A; nationwide for Startups & Emerging Companies; and Massachusetts for Private Equity: Venture Capital Investment and Technology.
- 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.
- Lake Whillans – The Life Sciences Law Firm Index included WilmerHale among the top three best life sciences law firms (2016, 2017), as the top firm for startup work (2017), among the top 10 deal firms (2017), the top two patent law firms (2016) and top 10 firms for thought leadership (2016).
- 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
- U.S. News - Best Lawyers® – In the 2010–2019 “Best Law Firms” rankings, our corporate law, mergers and acquisitions and venture capital law practices were ranked in the first tier nationally and in Boston, along with our corporate law practice also being ranked in the first tier in New York and Washington DC. Our technology law practice was also ranked in the first tier in Boston and in the second tier nationally.