Capital Markets

Cleary Gottlieb’s capital markets practice represents issuers and market participants worldwide on disclosure and corporate governance matters, corporate and securities regulatory issues, and transactional structuring.

We regularly advise clients on company-critical and precedent-setting financings, which span the spectrum of capital markets transactions. Our team has advised on over $2.8 trillion in capital markets offerings worldwide for issuers and underwriters.

Cleary lawyers have helped formulate the vocabulary of debt and equity techniques that today routinely move business transactions. For decades, we have played an instrumental role in the most significant advances in the capital markets and have developed many of the techniques that now routinely drive capital-raising transactions, including:

• Playing a leading role in the U.S. IPO, convertible debt, and high-yield debt markets
• Special Purpose Acquisition Companies (SPACs)
• Green bonds, sustainability bonds, and other ESG-linked securities
• Structuring privatizations of industries in Europe, Asia, Latin America, and Africa
• Representing more than 300 non-U.S. issuers in accessing and meeting the requirements of the U.S. capital markets
• Developing the original Eurobond issues
• Participating in the creation of Brady Bonds for sovereign issuers
• Developing securitization techniques, including collateralized mortgage obligations (CMOs) and collateralized debt obligations (CDOs)
• Developing derivatives products, including interest rate and currency swaps and equity-linked securities, and debt for equity exchanges
• Adapting U.S. offering structures, such as medium-term notes programs and auction market preferred stock, to the needs of companies and investors in non-U.S. markets

We not only know the rules, we help develop them. Our lawyers have had prominent input into, among others, the SEC’s development of rules governing private offerings (Rule 144A), market trading and stabilization during offerings (Regulation M), offerings outside the United States (Regulation S), structured financings (Rule 3a-7), and selective disclosure (Regulation FD) and foreign issuer deregistration (Rule 12h-6).