Shearman & Sterling LLP multinational law firm headquartered in New York City, United States.

As capital markets have developed and diversified, we have helped our clients navigate these important changes and take advantage of opportunities. Over the years, our lawyers have had a prominent role in many of the developments that have transformed the capital markets, most notably the growth of the high yield market, the globalization of capital markets and the increase in worldwide privatizations.

Providing U.S., English, French, German, Hong Kong and Italian law advice from our offices in many of the world’s major financial centers, we have the knowledge and skills to counsel clients on complex, multi-jurisdictional transactions as well as important local transactions. Both issuer and underwriter clients rely on us for sophisticated advice on the full range of international securities offerings, regulatory compliance and corporate governance issues. We also regularly advise business enterprises, management, boards of directors and board committees on matters relating to regulatory compliance, Dodd-Frank, Sarbanes-Oxley and corporate law. This breadth of experience has enabled us to assist clients with complex and innovative securities offerings.

We advise on public and private securities offerings, including global offerings, initial public offerings, follow-on equity offerings, convertible and other equity-linked offerings, spinoffs and split-offs, liability management, acquisition finance and leveraged buyouts, investment-grade debt offerings, high yield debt offerings and securitizations. We also advise on securities law and corporate governance issues, including periodic disclosure for domestic and international companies of all sizes, corporate governance advice to boards of directors and their committees, compliance by non-U.S. multinationals subject to U.S. regulatory standards, and advice to trustees and corporate trust intermediaries.

Corporate Governance 

We advise boards and senior management on a broad range of governance matters, including shareholder activism, proxy access, shareholder engagement, anti-takeover defenses, board structure and operations, shareholder proposals, executive and director compensation and director self-evaluations. Our lawyers include former SEC directors, former public company general counsel and board members and former federal prosecutors and senior government officials. Since 2003 we have published an annual Corporate Governance and Executive Compensation Survey, which examines the key governance structures and practices of 100 of the largest U.S. public companies.

Leveraged Finance 

Shearman & Sterling’s Leveraged Finance lawyers are leaders in the high yield and leveraged bank market. Noted for their in-depth understanding of the business and legal considerations involved in leveraged credits, our lawyers offer a combination of market experience and a broad range of capabilities in the capital markets and the syndicated lending marketplace. We represent commercial banks, investment banks, mezzanine and second-lien providers, private equity sponsors and corporate borrowers. Our team includes lawyers from the global Capital Markets and global Finance teams based in New York, London, Paris, Frankfurt, Milan, Singapore, Hong Kong and Abu Dhabi, working in close collaboration with members of the Financial Restructuring & Insolvency and Project Development & Finance teams when needed.

Clients rely on us for sophisticated, market-recognized advice and deal management for acquisition and other leveraged financings across a wide range of industries, financial sectors and jurisdictions. We provide innovative and creative approaches that anticipate the requirements of all parties to complex, multi-jurisdictional transactions, including:

  • Providing comprehensive advice for concurrent leveraged bank finance and high yield deals to finance acquisitions and recapitalizations
  • Negotiating complex debt restructurings
  • Addressing all manner of intercreditor issues arising in senior secured, unsecured and subordinated financings and first-lien/second-lien, superpriority and cross-collateralized structures
  • Structuring acquisition financings involving both private equity and strategic buyers across multiple facilities, currencies and jurisdictions