Corporate Law

Corporate Law

Wood & Lee provides strategic advice, general corporate counselling and regulatory assistance for businesses in all stages of development. We do this in connection with public and private securities offerings, mergers and acquisitions transactions and the corporate governance and disclosure obligations of public reporting companies. Our lawyers have extensive experience in the formation and financing of new ventures, including companies pioneering new technologies, as well as in the creation and operation of joint ventures and other corporate partnership efforts.

International Securities Litigation


Wood & Lee has achieves outstanding results in securities class actions, derivative suits, professional liability cases, and regulatory investigations, options backdating issues, and white collar matters. Our practice focuses on complex assignments in the corporate governance and securities arena, including special board committees, disputes over mergers and acquisitions, internal and regulatory investigations and proceedings, and advice to companies about complex disclosure and accounting issues.


There is an increased likelihood that civil litigation will be accompanied by government investigations. We bring a client-focused approach to a wide range of civil, criminal and administrative engagements, looking at each case individually and adopting the strategy best-suited to advance our client’s needs and goals.


About Our Practice

We advise companies, investors, institutional investors and individuals, on the full range of issues arising out of allegations of stock options backdating, from investigations to litigation to counselling.  We present creative briefings and arguments and are innovative in our application of economics and finance principles to legal problems, resulting in favourable results for our clients


Securities Class Actions and Derivative Suits


Wood & Lee represents a broad range of clients in securities litigation. We address serious and important financial fraud issues in the context of securities litigation, including market manipulation, valuation of long-lived tangible and intangible assets, going-concern determinations and the full spectrum of revenue recognition issues.


Corporate Governance and Internal Investigations


Our lawyers’ broad range of experience makes us particularly qualified to advise our clients about the increasingly complex and risky areas of corporate governance and securities regulation. We regularly conduct special investigations into suspected wrongdoing by corporate employees and advise boards of directors, audit committees and senior management about complex interrelated disclosure, accounting and compliance issues. Our lawyers have extensive experience in dealing with the complicated accounting and financial issues that give rise to most of today’s securities-related matters.


Professional Liability


We handle litigation and administrative matters for accountants, investment bankers, stock brokers, underwriters and attorneys. Our lawyers’ experience includes all aspects of professional liability and securities matters, including numerous significant trials, appeals and arbitrations and the complete array of governmental and administrative proceedings.


International Capital Markets


Wood & Lee’s capital markets practice assists our clients in finding and securing the funding they need to grow and prosper. Drawing upon the resources of our lawyers and professionals from across the firm’s international offices, our capital markets practice leverages our strong relationships with the angel investment, venture capital and investment banking communities to raise funds through public and private offerings of equity, debt and equity-linked securities.


Our lawyers are counsel to both emerging growth and established domestic and international companies covering all industry sectors and are active in representing issuers in initial public offerings. We also represent investment banks as underwriters in securities offering transactions, most of which involve the financing of high-growth technology and life sciences companies that form the foundations of our client base.


Equity Capital Markets


Wood & Lee has substantial experience advising issuers and underwriters in the full range of securities offerings. We assist our clients in drafting and negotiating offering documents, as well as any related legal agreements. We also assist public companies with compliance obligations under securities laws, rules and regulations, and stock exchange regulations which are critical both during and after the IPO process.


We work with clients in the preparation and review of disclosure documents and press releases and help clients to set up compliance programs and document retention policies, manage internal investigations and respond to government inquiries. Our lawyers regularly work with corporate management teams, boards of directors and general counsels of public companies of all sizes on day-to-day issues of corporate governance and regulatory compliance, as well as closely related issues involving employment and executive compensation arrangements, director and officer indemnification, Directors and officers liability Insurance  matters, financings, mergers and acquisitions and other corporate initiatives.


Debt Capital Markets


Our lawyers regularly advise issuers and underwriters in the debt capital markets on investment grade and high-yield bond offerings, convertible debt offerings, unregistered offerings, shelf registrations and takedowns, medium-term note programs, straight and asset-backed commercial paper programs, Eurobond offerings and cross-border financings. Our lawyers have experience in transactions involving equity-linked debt and near-debt securities, such as convertible notes, exchangeable preferred stock and trust-preferred securities.


Our commercial debt experience includes syndicated and single-bank credit lines, Eurodollar offerings, acquisition finance, institutional note placements and private offerings, structured finance, project finance, off-balance sheet finance, capital leases and other debt and quasi-debt capital instruments.


Our finance lawyers have extensive experience with a wide variety of debt instruments and have substantial experience in senior and subordinated debt, mezzanine financings, and second-lien and bridge financings. Our lawyers have helped revive troubled businesses, protect bondholder investments and retire less favourable debt through exchange offers, consent solicitations and restructurings of the balance sheet. Our clients benefit from our experience in covenant negotiations, knowledge of complex subordination and intercreditor issues and experience in transactions with multiple layers of financing.


High-Yield and Convertible Debt in Private and Public Markets


Our lawyers have helped companies at all stages of development with private high-yield placements and bridge financings, representing issuers, underwriters, placement agents and initial purchasers in a wide variety of industries and in fair disclosure, safe harbor, unregistered and registered transactions.

Our team of capital markets lawyers regularly advise issuers, agents and investors in connection with private placements of debt and hybrid securities. Private placements may be the funding method of choice for an emerging company, or a viable alternative for raising capital when the public equity markets are unavailable for a well-established company.

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