Counsel for the moment a company raises in the market. We handle equity and debt offerings, exchange listings, and the disclosure regime that follows the bell, and we draft so the next round and the next regulator find a clean record.
A corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
A Rule 506(b) placement may be sold to no more than 35 non-accredited purchasers. Numbers like that are why the route is settled before a word of disclosure exists: a registered offering, a Regulation D placement, or a Rule 144A deal to qualified institutional buyers, often with a Regulation S tranche offshore. That choice fixes who may invest, how the deal may be marketed, and what restrictions the securities carry when resold.
Then the record is built. The registration statement or offering memorandum is drafted alongside adversarial diligence, and every risk factor is written the way a plaintiff's lawyer will one day read it. After pricing comes the part that does not end: periodic reports, insider-trading controls, and the shelf or ATM program that lets the company raise again on its own timing.
Locally admitted counsel joins the file for a London or Singapore listing. Hart David Carson LLP has represented issuers and sponsors before the SEC and the CFTC, and acts for underwriters too, which is useful: knowing what the bank's counsel will ask is most of knowing how to answer it.
Public and private offerings of shares, notes, and other securities. We structure the deal, draft the prospectus or offering document, paper the underwriting or placement arrangements, and run the diligence that carries it to close.
Speak to this team →Admission to major and international exchanges. We analyze the listing rules, work through eligibility and governance requirements, prepare the listing application, and coordinate local listing counsel where a venue requires it.
Speak to this team →Exempt offerings to U.S. and offshore investors, covering Regulation D and Regulation S analysis, accredited-investor and resale restrictions, subscription documents, and the marketing limits that keep an exemption intact.
Speak to this team →Special-purpose acquisition vehicles and the business combinations that follow. We act for sponsors and targets on the merger agreement, proxy and registration disclosure, PIPE financing, redemptions, and post-closing reporting.
Speak to this team →Once a company is listed, the obligations begin: periodic and current reporting, material-event disclosure, insider-trading controls, and the governance standards an exchange and its regulator expect of a listed issuer.
Speak to this team →Securities-regulatory counsel across the offering lifecycle, including exemption and registration analysis, responses to staff comment letters, market-conduct questions, and matters before the SEC and CFTC for issuers and sponsors.
Speak to this team →Convertible notes, exchangeable bonds, and other hybrid instruments. We handle conversion mechanics, anti-dilution terms, and the offering and disclosure work that sits between a company's equity and its debt.
Speak to this team →The road to a first listing runs through registration statements, SEC review, underwriting and exchange admission, and the governance a company adopts before the bell.
Explore →Raising again as a public company, through shelf takedowns, marketed and overnight deals, and block trades that move size without moving the market.
Explore →Convertible notes, exchangeable bonds, and warrants, the hybrid instruments that finance a company at the seam between its equity and its debt.
Explore →Private investments in public equity and registered direct deals bring speed to capital. We handle the resale registration and the disclosure that follow the close.
Explore →S-3 shelf takedowns and ATM equity distribution programs, a standing facility to raise opportunistically into the market on the company's terms.
Explore →Exempt offerings to QIBs and offshore investors, structured under Rule 144A and Regulation S to reach institutional capital without a registered deal.
Explore →On the bank side of the table, we negotiate underwriting agreements and comfort letters and build the due-diligence defense that protects the syndicate on a deal.
Explore →Reg D, Reg S, and a registered offering each carry their own investor pool, marketing limits, and resale restrictions. The route you choose at the outset shapes who can invest and what the securities can do afterward.
Admission to an exchange begins a continuous-disclosure regime of periodic reporting, material-event announcements, and the governance the venue and the regulator expect for as long as the company stays listed.
What goes into the offering document, and what is left out, drives the liability that attaches to a deal. The record is best built before the raise rather than reconstructed after a question arrives.
Many raises pair a domestic exemption with an offshore Regulation S tranche, and each listing venue layers its own rules. Coordinated structuring keeps the tranches consistent and the venues satisfied.
Going public through a SPAC carries projection, redemption, and PIPE dynamics a conventional IPO does not, against rules the SEC has continued to refine. Sponsor and target each need their own clear-eyed view.
We size the counsel to the company's stage, sector, and trajectory, and we are direct about scope, billing, and what a given raise requires. When a matter reaches tax, funds, or disputes, that bench is already in the room.
Before an offering document or a listing application goes out, we run it through adversarial diligence. We read the disclosure the way the SEC staff, the exchange reviewer, and a plaintiff's lawyer will, so the questions are answered before they are asked. One partner leads the work from start to finish, and you can reach that partner directly.
The entity, cap-table, and governance work an offering is built on, structured at formation so the route to market stays open and the record reads clean.
Corporate & Business Law →On the sponsor and investor side, fund formation, securities work, and the governance that keeps a portfolio defensible for PE, venture, and family-office investors.
Private Capital →Token, exchange, and offering strategy where securities law meets digital assets, with early counsel to the category and to the institutions financing it.
Digital Assets →Securities disputes, regulator-facing matters, and the special situations where a disclosure question becomes a contested one and the clock is running.
Litigation & Disputes →London listings and offerings, including venue rules, governance, and the cross-border structuring that connects a U.S. raise to a UK market.
United Kingdom →An Asia-Pacific gateway for offerings and listings, covering exchange admission, regulatory coordination, and the regional investor base.
Singapore →A frequent issuer and offering jurisdiction, where we handle vehicle structuring and the offshore side of a cross-border capital-markets deal.
Cayman Islands →A registered offering is sold to the public under a registration statement reviewed by the SEC, with the disclosure and liability that registration carries. A private placement relies on an exemption, most often Regulation D for U.S. investors or Regulation S for offshore investors, and is offered to a defined investor pool without full registration. The exemption you rely on shapes who can invest, how the deal can be marketed, and what resale restrictions attach to the securities afterward.
Yes. We work from Chicago, London, and Dubai and advise on offerings and exchange listings across major and international venues, coordinating local listing counsel where a venue requires it. Cross-border deals frequently combine a Regulation S offshore tranche with a domestic exemption, and the listing rules of each venue drive the disclosure and governance the issuer must commit to.
A listing brings continuous-disclosure obligations: periodic and current reporting, material-event announcements, insider-trading controls, and the governance standards the exchange and securities regulators expect of a listed issuer. We build the reporting calendar and disclosure controls before the listing closes, so the obligations are a program the company runs rather than a scramble after the bell.
A de-SPAC takes a private company public by combining it with an already-listed special-purpose acquisition company, rather than through a conventional underwritten IPO. It carries its own disclosure, projections, redemption, and PIPE-financing dynamics, and the SEC has continued to refine the rules that apply. We advise sponsors and targets on the merger agreement, the proxy and registration disclosure, and the post-closing reporting the combined company inherits.
We have represented clients in matters before the SEC and the CFTC. In a capital-markets context that means responding to staff comment letters on a registration statement, addressing disclosure questions, and speaking for the issuer or sponsor in front of the regulator. In those matters our client is the company.
Earlier than most expect. The exemption you rely on, the cap-table structure, and the governance you adopt before a raise all shape the offerings available later, and a clean record built in advance reads better to the next investor and the next regulator. We are direct about scope and flexible billing, and we size the engagement to the stage and trajectory of the company in front of us.
Before a word of disclosure is drafted, the path is chosen: a registered offering, a Rule 506 placement, 144A to QIBs, or a Reg S tranche offshore, plus the listing venue if there is one. That single decision fixes the investor pool, the marketing limits, and the resale restrictions the securities carry.
The registration statement or offering memorandum is drafted alongside adversarial diligence on the business, the financials, and the legal record, with comfort letters, lock-ups, and underwriting or subscription documents negotiated in parallel. Every risk factor is written the way a plaintiff's lawyer will one day read it.
Confidential submission, SEC staff comment letters, and exchange eligibility review run as one coordinated response. Amendments are turned quickly, and testing-the-waters and roadshow materials are kept inside the gun-jumping rules while the book builds.
Pricing committee, final prospectus, closing deliverables, and settlement. Then comes the regime that never ends: periodic reports, current disclosure, insider-trading controls, and the shelf or ATM that lets the company raise again on its own timing.
An offering document is written once and cross-examined forever, so we draft it for the cross-examination.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
Ireland is the only English-speaking common-law jurisdiction in the EU and Eurozone, a leading domicile for investment funds. Coordinated with locally admitted counsel.
Luxembourg is Europe’s principal cross-border fund domicile and a leading holding-company jurisdiction inside the EU single market, prized for its stability. Coordinated with locally admitted counsel.
Hong Kong remains a leading gateway for capital flows to and from mainland China, with deep equity capital markets. Coordinated with locally admitted counsel.
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.