PRACTICE

AREAS

Advising clients across a wide spectrum of transactional, corporate and regulatory areas, SLG's internationally experienced team provide clients with innovative solutions to complex business and legal matters.

 
 
 
 

CAPITAL MARKETS

 

Capital markets financing may sound like an attractive growth opportunity or a nightmarish black box of regulations and reporting requirements. You may be courting private equity investors or prefer to launch a private sale under an exemption to the Securities Act.  No one-size-fits-all approach works in securities transactions, most are never sold on “public markets,” and knowing what strings (or chains) of the Securities Act are attached to your capital raise may broaden your outlook and growth potential.

We advise issuers, underwriters and investors in large and start-up capital markets transactions. Our capital markets experience includes:

  • IPOs and follow-on offerings by corporations, MLPs, REITs, royalty trusts and other entities

  • Equity offerings, including secondary offerings, at-the-market offerings, bought deals, PIPEs and private placements

  • Debt and convertible securities offerings, including 144A private placements, high-yield offerings, investment grade offerings and secured notes offerings

  • 33' Act Exempted Offerings: Accredited Investors,  Regulation D, Regulation S and Foreign Private Issuers

MERGERS & ACQUISITIONS

 

Our attorneys are experienced in acquisitions and dispositions in a wide range of industries, including those that are highly regulated. Our industry acumen is broad and deep, and reflects the strengths of our Corporate Practice as a whole, as well as the firm’s finance, regulatory and international practices.

Our past clients have included:

  • Public and private companies, ranging from Fortune 100 and multinational corporations to emerging companies

  • Private equity and other financial sponsors, including venture capital and sovereign wealth funds

  • Boards of directors and their special committees

  • Financial advisors

The firm’s lawyers participate in all types of M&A transactions on a global basis, including:

  • Negotiated acquisitions and dispositions

  • Strategic mergers of equals

  • Cross-border transactions

  • Take-private transactions

  • Special committee representations

  • Unsolicited bids and proxy contests

  • Joint ventures and strategic alliances

CROSS-BORDER TRANSACTIONS

 

Cross-border mergers, acquisitions, divestitures, joint ventures and other major transactions are no longer the exclusive province of large, multinational corporations. In our global marketplace — and with technology bringing organizations and individuals closer, in real time — cross-border transactions can be a strategic tool in the pursuit of numerous business objectives.

Our attorneys have represented clients in legal matters in more than 30 countries. We advise U.S.-based companies seeking to expand operations overseas, and foreign corporations and investors seeking business opportunities within the United States and in other countries worldwide.

 

SLG's lawyers have practiced in offices in the United States, London, the Middle East and Asia.  From our on-the-ground experience spanning four continents, we have developed active working relationships with local lawyers in most parts of the world.

GLOBAL EXCHANGES

 

We consider our global exchange offering experience not as a separate practice area, but just a natural outgrowth of our international and cross-boarder transactional practice, Based on our general capital markets expertise, our overseas and some domestic clients have sought to raise capital outside their domestic country of origin in the markets that make the most sense economically based on current market conditions.  

We have represented clients in their offerings on the following exchanges:

ISLAMIC FINANCE AND ALTERNATIVE INVESTMENTS

 

Our lawyers have experience developing ground-breaking Islamic finance transactions globally.  The active cross-border transactional practice we were involved in during our formative years in Big Firms led to spending a significant amount of time in London, Dubai, and Shanghai offices, assisting on matters involving Islamic finance, fund formation involving side-by-side conventional and Sharia' complaint investments arms, providing regulatory corporate and securities advice to clients in the Dubai International Financial Center (DIFC) and the Dubai International Financial Exchange (DIFX). 

Some notable representative transactions have included:

  • Assisting a UAE-based investment company as lead arrangers on a US$165.67 million Sukuk for East Cameron Partners, a Texas-based oil and gas exploration and production company.  The offering was the first sukuk issued by a company based in United States rated by Standard & Poor’s and was named 2006 Most Innovative Islamic Finance Deal of the Year by Euromoney and Best Structured Finance Deal of the Year and Best USA Deal of the Year by Islamic Finance News.

  • Assisted in the representation of Kuwait-based NBK Capital and GSC Corporation in connection with the structuring of NBK Capital-GSC Mezzanine Fund I, L.P., a US$200 million MENA mezzanine fund with focused investments in the UAE, Saudi Arabia, and Turkey.

  • Assisted in the representation of Pramerica Real Estate Investors GmbH (a subsidiary of Prudential Real Estate Investors) in connection with the structuring and documentation of a Shari’a - compliant structure for investments in real estate securities in South East Asia

  • Assisted in the representation of the real estate subsidiary of one of the largest banks in the Middle East on the structuring and formation of a $250 million Middle East real estate development fund

 

  • Assisted Liquidity Management Centre B.S.C.,a Bahrain-based Islamic joint stock company, as lead arranger on the structuring and documentation of a $200 million Sukuk utilized to finance a real estate development project in Kuwait.

 

The firm's lawyers regularly participate in Islamic finance workshops and conferences, served on speaker panels at the Islamic Finance World Conferences in Canada and London and have authored articles and books on topical issues in Islamic finance concerning various aspects of Sharia-complaint investment strategies and its application in western economies, including "Innovation and New Opportunities: Sukuk in the West,” Islamic Wealth Management: A Catalyst for Global Change and Innovation, by Euromoney Books, and the regulatory considerations implicit in these structures in her contributions to the Global Islamic Financial Report"Regulatory Issues in Islamic Finance and New Developments.”

INTERNATIONAL REGULATORY REGIMES

Corporate strategy continues to evolve in response to market pressures, growing regulatory complexity and increased political interventionism. As national and supranational competition authorities become more active, corporate decision makers face unprecedented layers of uncertainty, delayed plans and unforeseen risks.

 

Today’s rapidly proliferating requirements, enforcement practices, poorly motivated decisions by authorities and a number of other factors pose serious obstacles for the conduct of international business. Our attorneys have experience assisting clients navigating those obstacles and to protect the company’s legitimate business interests.

 

Each of our attorneys have on-the-ground experience cultivating relationships with global regulators, sovereign regimes and have successfully executed agreements between both private enterprises and government-owned consortium.  Our founder, assisted the board of directors of the Dubai International Financial Center in refining and finalizing the first set of regulations governing the Dubai International Financial Exchange (DIFX, renamed Nasdaq Dubai) and practiced in other areas of the MENA region and Gulf States advising financial institutions owned by sovereign wealth funds and the UAE Royal Family.  

 

Our attorneys have also worked in China offices of their former law firms assisting on cross-border transactions between private companies and government-owned consortia. Based upon lessons learned during on our experience in the region, members of our transactional teams have published scholarly articles in Asian Legal Journals, including "Material Adverse Change (MAC) Clauses" in China Deal Maker

SEC REGULATIONS AND REPORTING REQUIREMENTS

 

The SEC Compliance practice at SLG advises public and private companies, management, boards of directors and board committees on a full range of matters involving securities offerings and compliance and disclosure matters under the Securities Act of 1933, Securities, the Exchange Act of 1934, the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as the related SEC rules and the listing standards of the New York Stock Exchange, NASDAQ Stock Market and other stock markets.  

 

One of our key services is the regular assistance of a consistent and dedicated team to prepare, review and advise on current and periodic Exchange Act reports, proxy statements and other filings made with the SEC. This approach allows our lawyers to remain current with the specific disclosure and compliance issues our clients are facing and to serve them in the most efficient and effective manner. Our team also works closely with attorneys in our corporate governance practice in areas where governance and compliance with securities regulation overlap.

Other services we provide to our clients have included:​

  • preparing and reviewing Securities Act registration statements;

  • developing and complying with insider trading policies;

  • reviewing drafts of quarterly earnings releases and investor presentations;

  • considering board of director and committee compliance matters, 

  • advising on beneficial ownership (Schedule 13D/G) and short-swing profit (Forms 3, 4 and 5) reporting; and

  • drafting no-action  letter requests to SEC staff, including requests related to shareholder proposals.

CORPORATE GOVERNANCE

SLG regularly counsels members of the board of directors, the board as a whole and senior executives on the full range of corporate governance issues that confront companies and their leadership, including:

  • Board structure and composition

  • Duties of independent board chair or independent lead director

  • Board committee structure and composition and board committee charters

  • Board and board committee evaluation and self-evaluation processes

  • Senior executive and director compensation policies and planning

  • Representation of boards and board committees

  • Evolving trends and best practices for corporate governance, including review and updating of charter and bylaws

Our Corporate Governance Practice is global in scope.

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