The second segment · International counsel since 1986
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 discipline 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 Adamson Brothers’ founder, Andy Altahawi, has run since 1986 — as 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. Within Adamson Brothers, this practice is the firm’s second segment, and the structural engine beneath its exchange listing advisory.
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.
- 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.
- 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.
Legal matters beyond the markets
- Cross-border M&A — asset purchases, stock purchases, mergers, and leveraged buyouts spanning jurisdictions.
- International joint ventures — partnerships, strategic alliances, and shareholder arrangements drafted with local counsel and enforceable where they need to be.
- International commercial arbitration — contract and shareholder disputes in cross-border matters, including Bermuda-form insurance and reinsurance disputes, 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.
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