Capital Markets



The Capital Markets Practice Group represents issuers, underwriters and investors in a variety of securities transactions around the world.

Our clients include companies in a range of industries, including technology, consumer retail/restaurant, entertainment, life sciences and health care, industrial energy and financial institutions.  We have significant experience representing issuers and underwriters in a full range of offerings, including:

  • Initial public offerings and follow-on offerings
  • Convertible debt offerings
  • Investment grade and high-yield debt offerings
  • Rule 144A/Regulation S offerings of debt, equity and convertible or derivative securities
  • Shelf registrations and takedowns
  • At-the-market offerings
  • Registered direct offerings and PIPE transactions

In addition, we advise companies, investors and investment banks on corporate and securities law issues, including:

  • M&A financing
  • Spin-off transactions
  • Tender and exchange offers
  • Liability management transactions
  • Stock exchange listing compliance and disclosure matters

A number of our partners have been recognized for excellence in capital markets by Chambers USA: America’s Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World’s Leading Lawyers for Business.

Our capital markets group is consistently ranked among the top firms for size, complexity and value of the capital markets matters we act on, both in the United States and internationally.  Through our regular participation in a variety of securities offerings, Gibson Dunn has access to a wealth of transaction data, market intelligence and practical, actionable experience with a unique perspective on the risks and opportunities that must be balanced to successfully complete a capital markets transaction.

We are involved in offerings by businesses ranging from emerging growth companies to large multinationals.  We help companies and investors with long-term planning to prepare for a successful initial public offering, focusing on such keys to readiness as registration rights, stockholder agreements, disclosure controls and executive compensation.  In executing capital markets transactions for our clients, we draw on the resources of Gibson Dunn’s firmwide subject matter experts, including our Securities Regulation and Corporate Governance and Securities Litigation practices, and industry-specific groups.

In addition to our strong presence in major financial centers across the United States, we have offices in key non-U.S. financial centers, including Beijing, London, Hong Kong, Dubai, Brussels, Frankfurt, Munich, Paris, Sao Paolo and Singapore, offering capabilities in cross-border and non-U.S. financings in a variety of currencies.  Our lawyers routinely advise international clients in Rule 144A/Regulation S and in registered securities offerings in the United States for foreign private issuers and sovereigns.   We also have extensive experience advising U.S. issuers in offerings denominated in euros, sterling or other denominations.  Our experience includes the representation of underwriters and non-U.S. issuers listing on the London Stock Exchange (LSE).  We also act as international/U.S. counsel representing issuers listing on many European exchanges such as the Official List of the LSE, the Irish Stock Exchange, the Luxembourg Stock Exchange, the LSE’s AIM submarket and the principal Gulf Cooperation Council stock exchanges.


Initial Public Offerings and Direct Listings

Convertible Note Offerings

Investment Grade Debt Offerings

SEC Filings

Selected Public Company Director Education Opportunities

Gibson Dunn & Crutcher LLP is providing these materials for general informational purposes only. These materials are not intended to constitute, and do not constitute, legal advice and should not be used or relied upon as legal advice. These materials were not created or designed to address the unique facts or circumstances that may arise in any specific instance. Because the law changes constantly, these materials may not indicate the current state of the law. Nothing in these materials predicts or guarantees any future results or outcomes. These materials are not intended to create, nor do they create, either an actual or prospective attorney-client relationship. Likewise, sending email or other material to an attorney at Gibson Dunn about these materials will not create any attorney-client relationship. Do not send us confidential information until you speak with one of our attorneys and receive authorization to do so.


Webcast: The Role of ESG in Capital Markets

-May 19, 2022

Summary of and Considerations Regarding the SEC’s Proposed Rules on Climate Change Disclosure

-April 15, 2022

SEC Proposes Rules to Align SPACs More Closely with IPOs

-April 6, 2022

Gibson Dunn Ranked in Chambers Europe 2022

-March 17, 2022

Webcast: IPO and Public Company Readiness: Strategies and Considerations

-February 24, 2022

Considerations for Preparing Your 2021 Form 10-K

-January 21, 2022

Webcast: 2021 Capital Markets in Review and 2022 Outlook

-December 14, 2021

Gibson Dunn Grows Corporate Practice in London with Addition of Four Partners

-December 15, 2021

SEC Adopts Rules Mandating Use of Universal Proxy Card

-November 18, 2021

Gibson Dunn Promotes 27 Lawyers to Partnership

-November 4, 2021

Gibson Dunn Ranked in Chambers UK 2022

-October 21, 2021

Seventeen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

-October 7, 2021

Gibson Dunn Ranked in the 2022 UK Legal 500

-October 7, 2021

Thirty-Eight Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 7, 2021

SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond

-September 20, 2021

10 Gibson Dunn Partners Named Lawyers of the Year

-August 19, 2021

Who’s Who Legal 2021 Recognizes Gibson Dunn Partners in Asset Recovery, Capital Markets and IP

-August 13, 2021

SEC Fires Shot Across the Bow of SPACs

-July 14, 2021

Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda

-June 21, 2021

Best Lawyers in the United Kingdom 2022 Recognizes 10 Gibson Dunn Attorneys

-June 3, 2021

Seventeen Partners Named Among the 2021 Lawdragon 500 Leading Dealmakers in America

-May 13, 2021

Webcast: The Role of ESG in Capital Markets

-April 21, 2021

New York Adopts LIBOR Legislation

-April 8, 2021

SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

-April 7, 2021

The End Is Near: LIBOR Cessation Dates Formally Announced

-March 9, 2021

Considerations for Preparing Your 2020 Form 10-K

-February 3, 2021

Webcast: The Art of the Spin-off

-January 28, 2021

Beau Stark and Robyn Zolman Named Denver’s Top Lawyers 2021

-January 21, 2021

Webcast: SEC Disclosure and Proxy Season Outlook for 2021

-January 20, 2021

Open Questions Remain after SEC Approves Primary Direct Listings on the NYSE

-January 8, 2021

A Current Guide to Direct Listings

-January 8, 2021

Nasdaq Proposes New Board Diversity Rules

-December 4, 2020

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

-December 3, 2020

Proposal to Publish LIBOR Beyond 2021

-December 1, 2020

Webcast: Navigating the dynamic ESG landscape – key UK considerations for boards and senior management

-November 4, 2020

Webcast: Raising Capital in the Current Environment VII: Going Private and Going Dark

-November 5, 2020

Who’s Who Legal 2020 Guides Recognize 12 Gibson Dunn Partners

-October 30, 2020

How to Raise Energy Capital in Tough Times

-October 29, 2020

Gibson Dunn Deal Wins 2020 TMT Deal of the Year

-October 20, 2020

Webcast: Raising Capital in the Current Environment VI: 5 Things to Know for Your Successful IPO

-October 14, 2020

Hillary Holmes Honored with 2020 GRIT Award

-October 13, 2020

33 Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

-October 7, 2020

Gibson Dunn Ranked in the 2021 UK Legal 500

-October 5, 2020

Webcast: Raising Capital in the Current Environment V: ATM Programs and Rights Offerings

-September 24, 2020

COVID 19: German Rules on Possibility to Hold Virtual Shareholders’ Meetings Likely to Be Extended Until End of 2021

-September 24, 2020

Webcast: Raising Capital in the Current Environment IV: Five Things to Know for Your Debt Offerings

-September 9, 2020

A Double-Edged Sword? Examining the Principles-Based Framework of the SEC’s Recent Amendments to Regulation S-K Disclosure Requirements

-August 31, 2020

Webcast: Raising Capital in the Current Environment III: SPACs

-August 26, 2020

13 Gibson Dunn Partners Named Lawyers of the Year

-August 20, 2020

Webcast: Raising Capital in the Current Environment II: Liability Management Considerations, Bond Repurchases, Exchanges and Debt Tender Offers

-July 28, 2020

Webcast: Public Energy Company Briefing: Considerations for Second Quarter 2020 Reports and Board Meetings

-July 15, 2020

Webcast: Capital Raising in the Current Environment I: PIPEs

-June 18, 2020

Now Available: COVID-19 Resources for Public Companies

-April 23, 2020

Robyn Zolman Named Among Denver’s Top Women in Energy 2020

-April 27, 2020

Emergency Lending: Federal Reserve Expands Primary Market Corporate Credit Facility, Secondary Market Corporate Credit Facility and Term Asset-Backed Lending Facility

-April 9, 2020

Treasury and Fed Release High-Level Terms of Main Street and Paycheck Protection Lending Facilities

-April 9, 2020

Considerations for PIPE Transactions

-April 9, 2020

Gibson Dunn Deal Receives Honorable Mention in Asian-Mena Counsel Magazine

-April 3, 2020

Latest Overview of Green Bonds and other ESG Financial Products

-March 31, 2020

Emergency Lending Round 2: Primary Market Corporate Credit Facility, Secondary Market Corporate Credit Facility, Term Asset-Backed Lending Facility and Expansion of Other Programs

-March 24, 2020

The Federal Reserve Returns to Emergency Lending: Creates Commercial Paper Funding Facility and Primary Dealer Credit Facility

-March 18, 2020

Webcast: Current Developments in Capital Markets Transactions in the Oil and Gas Industry

-March 4, 2020

Gibson Dunn Earns 155 Rankings from Chambers Global 2020

-March 5, 2020

2019 Year-End German Law Update

-January 10, 2020

Beau Stark and Robyn Zolman Named Denver’s Top Lawyers

-January 7, 2020

Helgi Walker Elected to American Law Institute

-January 3, 2020

Jerry Farano, Beau Stark and Robyn Zolman Named to Denver Business Journal’s Who’s Who in Energy

-November 22, 2019

Who’s Who Legal Practice Guides Recognize Six Gibson Dunn Attorneys in Capital Markets, Government Contracts, and Environment in 2019

-November 6, 2019

On an Expansive Definition of Shareholder Value in the Boardroom

-October 29, 2019

Hillary Holmes Named a Finance, Banking & Capital Markets Trailblazer

-October 8, 2019

Gibson Dunn Ranked in the 2020 UK Legal 500

-October 4, 2019

Everyone Jump In! All Issuers Will Be Allowed to “Test-the-Waters”

-October 1, 2019

UK Supreme Court Decides Suspending UK Parliament Was Unlawful

-September 24, 2019

Capital Markets Partner Boris Dolgonos Joins Gibson Dunn in New York

-September 23, 2019

Gibson Dunn Ranked in Legal 500 Latin America

-September 13, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

-August 15, 2019

SEC’s Amendments Streamline Reporting — In Some Cases

-August 14, 2019

Staving Off the Onslaught of Short Sellers

-July 24, 2019

New UK Prime Minister – what has happened?

-July 26, 2019

Best Lawyers in the United Kingdom 2020 Recognizes 11 Gibson Dunn Partners

-June 28, 2019

Webcast: IPOs and Public Company Readiness: Outsourcing Transactions

-April 23, 2019

9 Factors To Evaluate When Considering A SPAC

-March 11, 2019

Webcast: IPOs and Capital Markets Developments in the Oil and Gas Industry

-February 26, 2019

F. Joseph Warin and Kevin Kelley Named Among Top Latin America Lawyers

-February 7, 2019

Webcast: The Capital Markets and Private Equity: From Pre-IPO Planning through Public Company Life

-February 6, 2019

2018 Year-End German Law Update

-January 11, 2019

Gibson Dunn Ranked in the 2019 UK Legal 500

-November 21, 2018

Glass Lewis Issues 2019 Proxy Voting Policy Updates

-November 1, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 30, 2018

Why We Think the UK Is Heading for a “Soft Brexit”

-October 10, 2018

SEC Streamlines Disclosure Requirements As Part of Its Overall Disclosure Effectiveness Review

-August 27, 2018

SEC Proposes Streamlined Financial Disclosures for Certain Guaranteed Debt Securities and Affiliates Whose Securities Are Pledged to Secure a Series of Debt Securities

-August 6, 2018

Shareholder Proposal Developments During the 2018 Proxy Season

-July 12, 2018

The Politics of Brexit for those Outside the UK

-July 12, 2018

Toward T+0: Preparing For Faster Securities Settlements

-June 26, 2018

CFTC Chairman and Chief Economist Co-Author “Swaps Reg Reform 2.0”

-May 15, 2018

Efforts to Strengthen U.S. Public Capital Markets Continue – New SIFMA Report Provides Recommendations to Help More Companies Go and Stay Public

-May 4, 2018

Important Lessons From ‘In re Oxbow Carbon’ for Drafting Joint Venture Exit Provisions

-March 14, 2018

Brexit – converting the political deal into a legal deal and the end state

-March 12, 2018

Joint Venture Traps to Avoid

-March 1, 2018