Co-counsel across jurisdictions · Capital markets & legal matters
The premise
Modern transactions do not respect borders, but law licenses do. A company incorporated in one country, operating in a second, and listing its shares in a third is running one commercial project through three legal systems — and no single attorney is admitted in all of them. The practice that works is coordinated co-counsel: one counsel who holds the whole transaction in view, working alongside admitted attorneys in each jurisdiction, so the client gets one team and one timetable instead of three disconnected engagements.
That is the practice Mr. Altahawi has run since 1986. He acts in two directions: as the coordinating counsel for companies whose matters cross borders, and as co-counsel to U.S., European, and international law firms whose clients cross into the markets he knows.
Capital markets matters
- Foreign issuers entering the U.S. markets — structure and readiness for a NASDAQ or NYSE listing, coordination of the disclosure document with U.S.-admitted securities counsel, and management of the home-jurisdiction workstreams (corporate approvals, regulatory notifications, shareholder matters) that a U.S. team cannot reach.
- Direct exchange listings — the non-IPO path onto NASDAQ and NYSE, described in full at Direct Exchange Listings. The concept is the same for every issuer; for cross-border companies, the structuring that precedes it is where the engagement is won or lost.
- Offerings across borders — Regulation A+ and S-1 tracks for the U.S. raise, Regulation S for the offshore tranche, and Regulation D placements to accredited investors, sequenced so the offerings do not trip over each other. See Regulation A+ & Going Public.
- Pre-listing restructuring — holding-company formation, redomiciliation, share reorganizations, and governance build-out so that the entity presented to the exchange and the SEC is clean, auditable, and eligible.
Legal matters beyond the markets
- Cross-border corporate structuring — group structures, joint ventures, and shareholder arrangements spanning jurisdictions, drafted with local counsel and enforceable where they need to be.
- International commercial arbitration — contract and shareholder disputes in cross-border matters, and coordination of enforcement strategy across legal systems.
- Governance counsel — boards of international groups aligning home-country practice with the expectations of U.S. exchanges, auditors, and institutional investors.
- Co-counsel to law firms — discrete engagements supporting another firm’s client: the MENA piece of a dispute, the U.S. listing strategy in a European mandate, the structuring view in a multi-jurisdiction closing.
The jurisdictions
| Region | How the practice operates there |
|---|---|
| United States | Listing advisory and consultancy; all U.S. legal advice and opinions through co-counsel with U.S.-admitted securities attorneys |
| United Kingdom & Europe | Co-counsel relationships with capital markets and corporate firms; European issuers approaching U.S. exchanges; cross-listings and holding structures |
| Middle East & North Africa | Practice rooted in the region since 1986 — corporate, arbitration, and governance counsel; families and groups expanding westward |
| Asia-Pacific & other markets | Local counsel coordination for issuers and investors seeking U.S. market access |
The line that is never crossed
Mr. Altahawi is an international non-U.S. attorney and does not practice U.S. securities law. In every U.S. matter his role is advisory and coordinating; the U.S. legal advice, filings, and opinions come from the U.S.-admitted securities attorneys with whom he works in co-counsel. The same discipline applies in every jurisdiction: admitted counsel in every seat. Clients should regard that not as a limitation but as the design — it is how cross-border work is done properly.
How an engagement starts
Every engagement starts the same way: a confidential conversation about the matter — the jurisdictions it touches, its posture, and the objective. The first deliverable is a candid assessment of structure and sequence, including, where it is the honest answer, “this path does not fit, and here is what would.” Law firm co-counsel inquiries begin with a conflicts check before any substance is discussed.
Begin the conversation: contact the practice · info@directlylisted.com · WhatsApp +1 949-529-2500