Capital Markets
Ready to navigate your capital markets transaction with clarity and confidence?
Navigating a capital markets transaction requires careful planning and regulatory precision. Contact Harris Sliwoski to discuss your offering strategy, compliance obligations, and how we can help move your transaction forward efficiently.
Contact Us for Capital Markets HelpGlobal capital markets fuel economic expansion. However, accessing this liquidity requires navigating a labyrinth of securities regulations and market volatility. Harris Sliwoski advises companies and market participants on capital formation, securities compliance, and transaction execution across traditional, emerging and highly regulated industries. Capital markets transactions require more than technical compliance–they require judgement, coordination, and a clear understanding of regulatory risk
We work with founders, boards, executives, finance teams, and deal professionals across the lifecycle of raising capital, from early-stage private financings through growth-stage expansion and public-company readiness. Our approach is business-forward and execution-oriented, with disciplined attention to securities law requirements.
Transaction Types and Offerings
Harris Sliwoski has extensive knowledge and experience in these capital market areas:
- Equity offerings: We serve as your dedicated equity offering attorney for issuers navigating initial public offerings (IPOs), follow-on offerings and direct listings. Our precise IPO counsel/advisor services ensure rigorous compliance, while our role as a securities underwriting lawyer helps maximize valuation during critical market windows.
- Debt finance: Our debt offering lawyer team structures transactions that optimize capital stacks. We serve as an investment-grade debt attorney for established issuers and provide specialized high-yield debt counsel to navigate complex covenant packages. We can also function as a bond offering attorney for large-scale institutional raises.
- Hybrid and structured products: We serve as your convertible securities lawyer, designing instruments that meet specific liquidity and risk management goals, including complex derivatives and equity-linked notes.
- Cross-border transactions: We execute multi-listed deals and Regulation S offerings, coordinating seamlessly across global jurisdictions to access international liquidity pools without regulatory friction.
- Private placements: Our attorneys manage private placements to ensure strict exemption compliance for agile capital raises.
- SPACs and mergers: We act as a trusted SPAC attorney/advisor for special purpose acquisition companies and serve as M&A financing counsel for de-SPAC transactions and PIPE financings.
- Public Company Readiness and Ongoing Compliance: We support Exchange Act reporting considerations and governance alignment and capital markets-adjacent transactions requiring securities analysis.
Cannabis and Highly Regulated Industries
Harris Sliwoski has deep experience advising cannabis, hemp, and other regulated-industry businesses on capital formation strategies that account for overlapping federal, state, and investor-driven constraints.
Our capital markets work in the cannabis sector includes:
- Structuring private offerings for plant-touching and ancillary cannabis companies.
- Disclosure and risk analysis addressing federal illegality and enforcement uncertainty.
- Investor qualification and suitability considerations.
- Coordination with licensing, regulatory, and corporate governance requirements.
- Advising management and boards on securities-law exposure unique to regulated industries.
We regularly help cannabis companies raise capital while maintaining defensible compliance positions in a complex and evolving regulatory landscape.
Token and Digital Asset Capital Formation
Where capital formation intersects with emerging technology, we advise on:
- Securities law analysis of token-related structures and distributions.
- Disclosure and risk assessment for digital asset fundraising.
- Structuring considerations for compliant offering pathways.
- Coordination with IP, regulatory, and litigation counsel as needed.
Market Insight and Track Record
Our capital markets practice has successfully closed a diverse array of transactions, ranging from agile mid-market private placements to large-cap public offerings. We deliver consistent results for issuers and underwriters across technology, life sciences, energy and manufacturing, tailoring every deal structure to industry-specific capital cycles. Our attorneys thrive on complexity, so you can focus on capital deployment.
Representative Matters
Our representative experience includes advising on:
- U.S. private offerings for venture-backed and founder-led companies.
- Regulation D structuring and investor qualification processes.
- SAFE and convertible note programs for early- and growth-stage issuers.
- Capital raises for cannabis and other regulated-industry businesses.
- Securities compliance strategy for fintech and blockchain-adjacent products.
(Prior results do not guarantee a similar outcome.)
Strategic Advantages
Partnering with Harris Sliwoski offers numerous advantages:
- Regulatory command: We navigate the nuances of SEC, NYSE and NASDAQ compliance to prevent bottlenecks. As experienced underwriting counsel, we anticipate examiner questions before they arise, ensuring smoother registration statements and prospectus reviews.
- Multidisciplinary agility: Our capital markets lawyer team integrates insights with tax and intellectual property strategies. This holistic approach builds resilient deals that withstand due diligence scrutiny.
- Global reach: We leverage deep international relationships to facilitate cross-border capital flows. Our lawyers can coordinate multijurisdictional listings, ensuring local compliance without slowing the transaction tempo.
- Underwriter relations: Strong ties with major investment banks enable us to streamline the due diligence and syndication process, facilitating transparent communication between issuers and banking syndicates.
- Complex deal structuring: Every capital markets attorney at our firm is skilled in architecting multi-tranche financing solutions. We balance issuer flexibility with investor protection to close deals that support long-term growth.
Contact Harris Sliwoski Today
We invite corporate leaders and financial institutions to engage in a confidential strategic dialogue with our team. Position your firm for sustainable growth by selecting a long-term partner who understands the intricacies of your capital raising strategy. Reach out to us today to discuss how we can support your next equity or debt transaction.
Capital Markets Practice FAQ’s
When does a company need to register securities with the SEC?
A company generally must register securities with the SEC when offering them to the public, unless an exemption applies. Registration involves extensive disclosure through a registration statement and ongoing reporting obligations. Most early-stage and growth companies rely on private offering exemptions to avoid registration, but registration may become necessary as a company scales, seeks liquidity, or pursues public markets. Determining whether registration is required depends on the structure of the offering, the investor base, and the method of solicitation.
What disclosures are required in a private securities offering?
Although private offerings are exempt from registration, they are still subject to federal and state anti-fraud rules. Issuers must provide investors with accurate, complete, and non-misleading information about the company, the offering terms, and material risks. Required disclosures vary based on the investor profile and offering structure, but commonly include business descriptions, use of proceeds, management background, and risk factors. Omissions or misleading statements can create significant regulatory and liability exposure.
What is general solicitation, and why does it matter?
General solicitation refers to publicly advertising or broadly marketing a securities offering, including through websites, social media, demo days, or mass communications. Whether general solicitation is permitted depends on the exemption relied upon for the offering. Improper solicitation can invalidate an exemption and expose the issuer to enforcement actions or investor rescission claims. Companies should evaluate marketing strategies carefully before communicating with potential investors to ensure alignment with securities law requirements.
What securities law issues are unique to cannabis companies raising capital?
Cannabis companies face heightened securities law risk due to the conflict between state legalization and federal illegality. Capital raises must address enhanced disclosure obligations, investor suitability considerations, banking limitations, and enforcement uncertainty. Investors often expect robust risk factor disclosure addressing federal law, regulatory change, and operational constraints. These issues can affect offering structure, investor communications, and long-term governance planning, making cannabis capital formation more complex than traditional private offerings.
What are the risks of non-compliance in a capital raise?
Failure to comply with securities laws can result in regulatory investigations, civil penalties, rescission rights for investors, and personal liability for founders and executives. Even technical violations, such as improper disclosures or solicitation errors, can jeopardize future fundraising and exit opportunities. Addressing compliance early helps companies manage risk, preserve exemptions, and maintain credibility with investors, regulators, and future counterparties.