Gibson Dunn has one of the world's preeminent capital markets practices. Our capital markets group regularly is rated among the top firms for size, complexity and value of the capital markets matters we act on, both domestically and in the international and cross border areas.
Gibson Dunn's corporate attorneys routinely advise clients in connection with virtually every type of corporate or commercial transaction. Regardless of a client's size or stage of development, we take the collective expertise we have gained from handling the most complex transactions for the world's preeminent companies and make that expertise available to every client.
Our corporate transactions attorneys work closely with attorneys in other practice areas to meet clients' needs and complete their transactions. We have nationally recognized lawyers in many areas of the law including tax, executive compensation and labor, antitrust, litigation, environmental law, intellectual property, real estate and bankruptcy. We have extensive experience as well on cross border financings, including securities offerings into the United States for non-U.S. companies and sovereigns.
We have a wealth of experience in working with international equity markets, such as the Official List of the London Stock Exchange, AIM, NYSE, NASDAQ, and the principal GCC stock exchanges. Our experience includes the representation of underwriters and UK and other non-US issuers listing on the LSE and as international/US counsel representing issuers listing on many European exchanges.
In addition, in Latin America, we have been involved in some of Brazil’s most significant capital markets transactions. For example, we represented Citigroup Global Markets, Inc. and J.P. Morgan Securities Inc. in their roles as underwriters to Companhia Vale do Rio Doce (CVRD) in its $1.9 billion offering of mandatorily convertible notes, the largest ever convertible debt offering in Latin America.
Regulatory Capacity
Gibson Dunn has unmatched securities regulatory capabilities. Chambers USA: America's Leading Lawyers for Business 2010 ranked our group among the nation's leading securities regulation practices. We monitor regulatory developments and talk regularly with the SEC about initiatives under consideration. Few firms can equal our combination of deal experience and regulatory access and experience. The combination permits us to anticipate potential problems and reach key decision-makers at the SEC on an expedited basis when necessary.
We advise many Fortune 500 and other companies concerning disclosure, accounting and regulatory issues domestic and foreign regulatory bodies. We also advise senior management, boards of directors and their audit, compensation, governance and special committees on a wide range of issues relating to board and committee structure and operation, fiduciary duties, and relationships with institutional shareholders. We advise non-profit organizations on their governance practices, as well. In addition, we have lawyers in Europe who are experienced in all aspects of listings on The London Stock Exchange and have significant understanding of listed company needs from day-to-day regulatory compliance through acquisitions and disposals to capital raising and public company mergers.
Representation of Issuers and Underwriters
With an extensive representation of issuers and underwriters, combined with our exceptional regulatory strength, we have the breadth and insight that few firms can match. We are continually active in a broad range of securities offerings.
On the issuer side, we represent scores of companies, including AECOM; Alliant Techsystems; Amazon.com; Ancestry.com; Atmos Energy; Belo Corp.; Cadence Design Systems; Capital One; Covidien; Centennial Communications; Computer Sciences Corporation; Del Monte Foods; Dole Food Co.; D.R. Horton; General Electric Capital; Intel; Kraft Foods; Pitney Bowes; Standard Pacific; Textron; Tyco International; and The Williams Companies. Our experience representing underwriters is of great benefit to our issuer clients, as it enables us to anticipate underwriter needs and efficiently address underwriter concerns.
On the underwriter side, we represent many of the top tier international investment banking firms, including Banc of America Merrill Lynch, Barclays Capital, Citigroup Global Markets, Credit Suisse, Deutsche Bank Securities, Goldman Sachs, J.P. Morgan Chase, Morgan Stanley, and UBS Investment Bank, as well as many leading investment banks focused on the mid-cap and smaller cap markets. We also serve as designated underwriters’ counsel for a number of frequent issuers.
Debt Offerings
Our capital markets team works regularly with issuers and underwriters of senior and subordinated investment-grade, convertible, trust preferred and high-yield debt sold in registered offerings or in Rule 144A/Regulation S transactions. In addition to our extensive issuer-side client roster, we have been designated underwriters’ counsel for a number of frequent issuers, including AMB Property Corporation, United Parcel Service, MGM Mirage and Wells Fargo & Company.
We have been active representing both financial institution issuers and underwriters in connection with issuances related to the Troubled Asset Relief Program, including issuances of FDIC insured debt, preferred stock and warrants under the Capital Purchase Program and issuances of common stock for the purpose of repaying TARP funds. We have also represented issuers and underwriters in connection with exchange offers and other debt restructuring projects.
We regularly assist our clients in the creation of universal shelf registration statements to facilitate quick debt takedowns. We regularly act as counsel to issuers and the agents in medium-term note programs offered on both institutional and retail bases.
Equity Offerings
We have represented issuers in complex IPOs of all sizes, including the initial public offerings of AECOM Technology Corporation, Ancestry.com, Dole Food Co., Herbalife Ltd., Neustar, Somero Enterprises, TBS International Limited and the United Parcel Service. On the underwriter side, we have represented Goldman Sachs in Financial Engines’ pending initial public offering, UBS Investment Bank in streetTracks® Gold Trust's initial public offering, HSBC CCF, BNP Paribas and UBS Investment Bank in French state-owned toll highway company Sanef's initial public offering and Lehman Brothers in technology company Verint Systems, Inc.’s initial public offering, among others.
We have extensive experience in follow-on offerings, spin-offs and restructurings, special purpose acquisition vehicle (SPAC) offerings, preferred stock offerings and rights offerings. We regularly advise clients, both U.S. and foreign, on underwritten deals, whether conducted on an SEC registered or private placement basis.