Securities/Capital Markets Law is the practice area of lawyers who represent entities that issue securities to raise capital, security holders seeking to sell their securities, or banks and investment banks that underwrite and sell such securities. The entities that issue the securities are typically corporations, limited liability companies, limited partnerships, mutual funds, exchange traded funds (ETFs), grantor trusts, or real estate investment trusts (REITs). These entities may be U.S.- or non-U.S.-based. The types of securities that may be issued include common and preferred stock, secured and unsecured debt (which may be investment grade or “high-yield”), convertible debt securities, equity linked notes, securitized debt, limited partnership interests, American depositary receipts (representing stock of non-U.S. companies), commercial paper, and options and other derivatives related to such securities. These securities may be sold in public offerings or in private placements to institutional and sophisticated investors.
Lawyers in this area must have a comprehensive understanding of the federal securities laws administered by the SEC and the securities laws of the jurisdictions in which the securities will be sold, as well as the rules of the national securities exchanges and FINRA. A significant part of their practice is advising issuers and underwriters as to what information about the issuer and the securities being offered is “material” or otherwise required to be disclosed to prospective investors in the issuer’s disclosure documents and offering materials. Their ability to render effective disclosure advice requires extensive experience in dealing with issuers that have faced difficult disclosure issues as well as the ability to call on lawyers in other practice areas to help analyze the client’s issues that require specialized knowledge.