Corporate and Securities


 

Companies

Our firm is experienced in representing every stage of a company’s lifecycle – from formation, through fundraising, and eventual exit via merger, acquisition, or going public. 


Incorporation and Maintenance

We have extensive experience in corporate and limited liability company formation and maintenance, with expertise in assisting clients with the following:

  • Incorporations
  • Bylaws
  • Minutes
  • Board Meetings
  • Annual Shareholders Meetings
  • Preliminary & Definitive Proxy Statements
  • Stock Option Plans
  • Employment Agreements

 

Contracts and Agreements

We have extensive experience in drafting and enforcing contracts and agreements that are necessary for protecting our clients and their businesses.  We ensure that they are prepared correctly, and in our client’s best interests.  Some of the many agreements that we have expertise in include:

  • Employment Agreements
  • Confidentiality Agreements
  • Warrant and Option Agreements
  • Lockup Agreements
  • Voting Agreements
  • Settlement Agreements
  • Promissory Notes (Convertible or non-Convertible)
  • Subscription Agreements
  • Stock Purchase Agreements
  • Asset Purchase Agreements
  • Buy/Sell Agreements
  • Reverse Merger and Merger Agreements

 

Mergers and Acquisitions

Our firm has significant experience in business combinations, and can assist clients in a transaction from start to finish, including:

  • An analysis of which combination best suits your needs.
  • Letters of intent.
  • Confidentiality agreements.
  • Due diligence investigations.
  • Preparation and negotiation of Acquisition and Disposition Agreements (Stock Purchase, Share Exchange, Merger, and Asset Purchase Agreements for example).

 

Securities

We have significant experience in assisting our clients in successfully understanding and fulfilling all SEC filing requirements and responsibilities as well as the legal requirements necessary to trade on various securities markets.  Some of the items we offer guidance in are:

  • SEC Filings
  • Registration Statements
  • Private Placement Memorandums
  • Information Statement and Proxy Filings
  • Rule 144 Opinions
  • Uplistings, initial listings and related NYSE Exchange and NASDAQ requirements
  • Public Offerings, both initial and secondary

 

SEC Filings

We can assist our public clients in meeting all their ongoing filing requirements with the SEC, including the preparation and filing of:

  • Annual reports (Form 10-K)
  • Quarterly reports (Form 10-Q)
  • Reports on Form 8-K
  • Proxy filings and Information Statement filings (Schedule 14A and 14C)
  • Section 16 filings (required filings that must be made by all officers, directors, and greater than 5% shareholders – e.g., Form 3, Form 4, Form 5, Schedule 13D and Schedule 13G).

We can coordinate filings with any EDGAR filing agent for a seamless integration of document preparation and filing.

 

Private Offerings

We have extensive experience preparing private offerings and aiding clients in navigating and complying with all the applicable federal and state “Blue Sky” securities laws.  In connection with these private offerings we offer the following services:

  • Preparation of offering documents – We can prepare all the required offering documents required for private offerings.
  • Federal and state filings – We aid our clients in navigating and complying with all federal and state “Blue Sky” securities laws, including preparing all required filings.
  • Introduction to various potential financing sources.

 

Public Offerings

We assist our clients with the structuring and preparation of public offerings, including traditional IPOs, reverse merger transactions and a variety of other hybrid offerings. In connection with these public offerings we offer the following services:

  • Preparing to Go Public – As the public offering approaches, we help companies begin to focus on technical issues such as auditing the corporate records to ensure compliance with all applicable laws (corporate, securities, regulation industry and the like). We also counsel companies in simplifying their capital and corporate structure so investors see the potential benefits of an investment in the company’s stock. We aid companies in adopting and implementing stock option plans in order to allow employees to benefit from any increased value in the company’s stock.
  • Preparation of Registration Statements – We assist clients in becoming publicly reporting through the preparation and filing of a variety of registration statements with the SEC.
  • We have developed a network of professionals whose services we are able to recommend to our clients, including auditors, market makers, and EDGAR printers, to name a few.
  • We have experience with Form 10, Form S-1, Form S-3 and Form S-8 filings, among others.

Founders

Our firm is experienced in representing founders and entrepreneurs through every stage of their companies’ lifecycle -- from formation and initial capital raising, to eventual exit via merger, acquisition, or going public.  We advise founders on the ideal corporate vehicle to suit their objectives (C-corporation, S-corporation, limited liability company or sole proprietorship), and assist with all formation paperwork and logistics.  Following formation, we can either transition to serve as legal counsel to the company (see services we provide for “Companies”), or we can continue as legal counsel to the founders as they seek to protect their interests through multiple fundraising rounds, employment negotiations, and possible future exit and severance packages.


Investors

Our firm is experienced in representing investors in many forms of transactions – from early-stage “angel” and “friends and family” equity financings, convertible bridge note financings, and preferred stock financings of private companies, to registered direct offerings, underwritten offerings, and complex debt financings of public companies.

 

Specialty Areas