Capital Markets
When your business encounters a mission-critical, bet-the-company transaction, you need a law firm that can help you raise capital, navigate regulatory hurdles, and pave the way for a successful close.
Dykema's lawyers are dealmakers, and our capital markets team offers clients nimble, cutting edge support for their most important matters. From early stage startups obtaining initial funding, to high-growth companies exploring M&A opportunities, to public corporations securing large-scale financing, Dykema's team helps clear every bump in the road to make sure your deal gets done on time.
We canvassed CEOs, CFOs, and other professionals involved in M&A activities with their respective firms to gauge their insights and perspectives on the M&A market in the coming 12 months.
The results provide a snapshot of the M&A market and the economy this year and how they compare from previous years.
We embrace the concept of true shared clientele, shared client responsibility, shared risk, and shared success. What sets us apart is our experience, value, and institutional knowledge that allows us to resolve complex and often unique legal challenges.
Issuers, underwriters, placement agents, and investors need legal advisors who are in tune with the complex regulation of equity, debt, trust preferred, Rule 144A, venture capital, public company M&A and strategic investment transactions.
Public companies also need legal advisors who can guide them through SEC and stock exchange rules and regulations and the resulting filing and compliance obligations. Our team applies deep knowledge of securities law to help businesses navigate the regulatory environment. We help clients structure novel securities and other responses to address their funding requirement in rapidly changing market conditions.
We assist with:
- preparing to go public through IPOs
- all phases of the SEC registration process for public offerings, SPAC transactions, corporate combinations, exchange offers, secondary offerings, and offerings by selling shareholders
- SEC compliance and periodic reporting, ongoing corporate governance, listing exchange (NYSE, Nasdaq, OTC) compliance and governance, and insider trading restrictions
- organizing and advising mutual and closed-end funds as well as private investment funds
- proxy disclosure requirements and preparation for shareholder meetings and contested proxies
- third-party tender offers and "Dutch-auction" self-tender offers
- Blue Sky state law compliance
We are adept at buy-side and sell-side mergers and acquisitions, leveraged recapitalizations and buyouts, spin-offs, sales of subsidiaries, and distressed company transactions.
We advise financial institutions and other debt providers, corporate borrowers, financial advisers and private equity sponsors on all forms of acquisition and leveraged finance.
Our work in emerging markets and heavily regulated industries allow us to lean in, draw on extensive experience with unusual and complex deal structures to create innovative, business-forward solutions within short timelines.
Our M&A deal support includes:
- negotiating investment banker engagement letters
- counseling on preliminary planning and structure, as well as the tax implications of a transaction
- assisting in due diligence investigations of potential targets or acquirers
- negotiating and drafting complex business purchase and sale agreements
- advising boards and special committees on the transaction process and related fiduciary responsibilities
- strategic advice on M&A-related corporate governance, compliance and stockholder relations issues
- preparing proxy materials for stockholder approved transactions
- planning and implementing sale transactions conducted as “auctions”
- preparing pre-merger notification reports under the Hart-Scott-Rodino Antitrust Improvements Act
- obtaining governmental and regulatory approvals
- drafting and negotiating transaction financing documentation
Now more than ever, private equity groups, venture capital funds, and mezzanine lenders are all competing for and collaborating around the same deals. As such, these institutional investors need custom-built solutions and a law firm with capital markets experience and the capabilities to get deals done.
We routinely represent clients in every phase of financing, investment, acquisition, and disposition transactions, with a focus on providing creative and effective advice in competitive bidding processes. We serve a range of national and regional private equity, venture capital, and mezzanine funds as well as their portfolio companies. Our clients include venture capitalists, private equity investors, institutional financiers, and angel investors.
Our team brings to bear the resources of the entire law firm—including mergers and acquisitions, commercial finance, tax structuring, executive compensation, labor and employment, antitrust, environmental, real estate diligence, and risk assessment—to negotiate and close deals.
Our strengths and services in this area include:
- assisting with the engagement of investment banks
- comprehensive deal due diligence
- evaluating and preparing documentation and agreements, including term sheets, purchase contracts, equity commitment letters a sponsor guarantees, shareholder, operating, and joint venture agreements
- negotiating with adverse interests, potential partners and other counterparties, including target companies, participating funds, institutional lenders, contractors, and employees
- comprehensive negotiation of loan documents
- meeting the numerous compliance and governance challenges of a complex regulatory environment, including procuring rep and warranty insurance coverage, board governance matters, and preparing key employment and benefits documents
- lobbying members of Congress, state legislatures, and various regulatory agencies and municipalities to promote client interests
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