Steptoe is thoroughly experienced in securities law matters and has represented clients in public and private offerings of equity, debt, and derivative securities aggregating billions of dollars. In addition to counseling clients on compliance with all the federal securities laws, we also represent clients in securities enforcement proceedings, as well as other litigation involving issues under federal and state securities laws.
Steptoe advises clients on matters relating to the offer and sale of these securities in the United States and Europe, as well as prepare and/or review the transaction documents in connection with such offerings.
Our lawyers specifically counsel issuers, underwriters, and borrowers and other beneficiaries of tax-exempt and other government securities, and on the offer and sale of securities of for-profit issuers. We advise our clients on matters relating to the offer and sale of these securities, as well as prepare and/or review the transaction documents in connection with such offerings, which include Official Statements, other underwriting documents, leases and joint venture agreements, loan and security documents, bond indentures, bond resolutions, bond counsel opinions, and other tax opinions.
Representative Matters
- Representation of venture capital firm-backed SPAC in $240 million initial public offering and listing on NYSE.
- Counseled various trusts (established to hold US government guaranteed notes) in a series of five public offerings (aggregating approximately $1.7 billion) of certificates of beneficial interests.
- Represented a major US transportation company in a $200 million debt offering (part of a $500 million "shelf" registration) made in the United States, Canada, the United Kingdom, and Europe.
- Represented a major US transportation company in a $270 million common stock offering made in the United States, Canada, the United Kingdom, and Europe.
- Represented a heating and air conditioning manufacturer in a $140 million public offering of senior secured notes.
- Represented a major US transportation company in issuance of new debt in a $130 million debt exchange offer made to US and European holders of six different series of outstanding debt of such company.
- Counseled the borrower, a partnership, in the issuance by the West Virginia Public Energy Authority of $130 million in tax-exempt and taxable bonds.
- Served as underwriters' counsel in the sale by a state agency of $124 million of highway transportation bonds.
- Represented a government agency in the context of the reorganization of a major US company as issuer of contingent value rights with a maximum value of $96 million.
- Represented the European Bank for Reconstruction & Development in connection with its financing of an enhanced digital telecommunications system for the City of Moscow, a transaction reported to be the first limited recourse project financing under the then newly enacted Russian Law on Mortgages and the second project financing in the territory of the former Soviet Union and the first such project financing since the split of the Union into its constituent parts.
- Advised a client in the preparation of a proxy statement in connection with a special meeting of its shareholders to vote on a swap of one of its divisions in exchange for a company engaged in the health information business.
Tax-Exempt Securities
- Represented the borrower in the issuance by the West Virginia Public Energy Authority in the offer and sale of $130 million in tax-exempt and revenue bonds.
- Served as underwriters' counsel in the sale by the Arizona Department of Transportation of $125 million highway transportation bonds.
- Represented the Pension Benefit Guaranty Corporation in its issuance of contingent value rights aggregating approximately $97 million.
- Counseled the underwriter in connection with the issuance and sale of Prince George's County Maryland Industrial Development Revenue Bonds to provide funds to finance the acquisition of land and the construction of an industrial building.
- Represented the Montgomery County Maryland Revenue Authority as bond and transactions counsel in connection with the issuance of tax-exempt bonds to provide funds for the construction of a community recreational facility.
- Advised two 501(c)(3) corporations in connection with the proposed offering and sale of tax-exempt bonds in connection with the construction of office and laboratory buildings.
News & Publications
Client Alerts
March 8, 2024
Client Alerts
AML Program Requirements for Investment Advisers: FinCEN’s Proposed Rulemaking
February 16, 2024
By: Andrew C. Adams, Coy Garrison, Jack R. Hayes, David M. Stetson, Evan T. Abrams, Sophia Breggia, Vito Arethusa
Press Releases
Steptoe Advises PROOF Acquisition Corp I in Closing of Business Combination with Volato
December 1, 2023
Press Releases
Steptoe Receives 16 Practice, 40 Individual Mentions in Chambers Global 2023
February 21, 2023
Client Alerts
What’s Next in SEC and CFTC Review of Recordkeeping on Personal Devices?
October 18, 2022
Client Alerts
SEC Releases Proposed Rule on Climate Disclosure Requirements for Public Companies
March 23, 2022
Press Releases
Steptoe Receives 15 Practice, 43 Individual Mentions in Chambers Global 2022
February 22, 2022
Press Releases
Steptoe Advises PROOF Acquisition Corp I in Upsized $276 Million Initial Public Offering
December 3, 2021
Events
Webinars
Securities Litigation: Spotting Trends, Reducing Risk and Building a Defense
February 24, 2021
Speakers: Stacie R. Hartman, Nathaniel Kritzer, Nikki Stitt Sokol (Associate General Counsel, Facebook)
Resources
Financial Services Group Advisory
Climate Change Focus of Tomorrow's FSOC Meeting; Top Biden Administration Policy
March 30, 2021
By: Stacie R. Hartman, Micah S. Green, John T. Collins, Scott D. Fisher
Financial Services Group Advisory
Previewing Gary Gensler's SEC Confirmation Hearing
March 1, 2021
By: Alan Cohn, John T. Collins, Christopher R. Conte, Scott D. Fisher, Micah S. Green, Scott A. Sinder
Financial Services Group Advisory
SEC, IOSCO, FSB Announce Plans to Tackle Climate-Related Disclosures in Public Filings
February 25, 2021
By: Scott D. Fisher
Client Alerts
HKSE Listing Applicants: What You Should Know about Sanctions and Export Controls Due Diligence
October 21, 2020
By: Wendy Wysong, Ali Burney