CORPORATE AND SECURITIES

Public and Private Securities, Reverse Mergers, PIPE Transactions, Dual and Cross Listings, East Asian and Middle Eastern Practice, Mergers and Acquisitions, Venture Capital/Private Equity, Hedge Funds and Real Estate Opportunity Funds, Broker-Dealer Regulation and General Corporate and Commercial

Corporate / Securities

The Firm acts as counsel to FINRA (formerly NASD) licensed underwriters, placement agents and issuers in private placement and public offerings of equity and debt securities under the Securities Act of 1933. We also advise issuers on complying with the proxy rules, other periodic reporting requirements under the Securities Exchange Act of 1934 and other compliance matters such as Sarbanes-Oxley. Over the last several years the Firm has participated in over $1.5 billion of financings and is listed as one of the top 20 most active law firms in both IPOs and PIPEs.

Our more than 15 securities attorneys have over 100 years of collective experience in corporate financing transactions of all types, including public offerings (initial and secondary), venture capital and private equity transactions (private placements, including Regulation D and §4(2) and §4(1 1/2) transactions, and representing borrowers and lenders in asset-based loans, commercial transactions and equipment financing, including debt restructurings. An important component of the Firm's practice involves representing entrepreneurs and companies in the capital formation process--from seed round through initial public offering. Our attorneys play an important role in consulting start-ups with exploring their financing alternatives and strategic corporate relationships as well as relationships with key employees. The Firm provides legal services for companies in a variety of industries, including consumer products, information processing, telecommunications, bio-technology and software. The Firm has also represented both placement agents/underwriters and issuers in alternative methods of financings, such as registered blind pool offerings (commonly referred to as "SPACs") and private investments in public entities (commonly referred to as “PIPEs”).

The Firm is also involved in several financings on the London Stock Exchange's AIM Market. The Firm has also recently introduced a novel structure for a public offering, referred to as a "REBO". The Firm's securities group prides itself on addressing the challenges faced by entrepreneurs and "micro-cap" public companies. The Firm represents nearly 25 publicly reporting companies on either the AMEX, NASDAQ and/or OTCBB.

The Firm has also recently agreed to become a Designated Agent for Disclosure (DAD) on the OTCQX. Click here to view the presentation on the OTCQX.

Within the last several years, the Firm has been involved, at various stages, with the following type of transactions:

Given the Firm’s level of transactional sophistication and our commitment to efficiency, the Firm will consider “Flat Fee” arrangements.

Reverse Mergers

For over 20 years, members of the Firm have participated in alternative means of going public, including "reverse mergers." In these transactions, private businesses merge with operationally inactive public entities, enabling the private business to become publicly-traded on its own, without the need to either identify an underwriter or go through the formal process of an IPO. In the last few years, the Firm has participated at various stages in nearly 10 reverse mergers, also known as reverse takeovers.

PIPE Transactions

In 2006, the Firm was recognized as being one of the 20 most active law firms in the country with experience in PIPE transactions. The Firm represents both issuers and broker-dealers. A PIPE generally includes any private financing into a public company, such as, a private placement of notes, debentures, preferred or common stock, but can also mean an equity line of credit. Given our level of experience, we have prepared a Memorandum of what we believe to be the best practices and procedures relating to PIPEs. Click here to view the Memorandum.

Dual and Cross Listings

As the inter-relationship of the global financial markets becomes more complex, the Firm has participated in several initiatives involving both foreign public issuers also seeking listing on U.S. exchanges and markets, as well as U.S. issuers exploring foreign listings.

East Asian and Middle Eastern Practice

Over the years, members of the Firm have assisted numerous international clients with their business and financing activities, both in the United States and internationally. The Firm devotes resources to maintaining an ongoing appreciation of the regulatory developments occurring within the global financial industry in order to better serve our East Asian, Indian and Middle Eastern clients.

Mergers & Acquisitions

The Firm acts as special counsel to corporations, independent and special board committees, controlling stockholders and employee groups in acquisition transactions, including strategic acquisitions and divestitures, mergers of public companies, privately negotiated sales and alliances. Transactions typically involve a wide variety of industries and range in size, with a focus on small to middle market companies.

Within the last several years, the Firm has been involved with over 10 M&A transactions, both public and private including in the SPAC context.

Hedge Funds and Real Estate Opportunity Funds

The Firm represents both sponsors of, and investors in, hedge funds and other private equity vehicles. The Firm's practice includes: (i) formation of domestic and offshore investment vehicles of all types, including venture capital funds, and a sub-specialty in real estate opportunity funds, (ii) taxation of investment partnerships and other investment vehicles, and (iii) securities and corporate governance matters relating to portfolio companies (private and public) or real estate assets of the funds. Several of the Firm's partners have extensive non-legal backgrounds as general partners or managers of such vehicles.

Broker-Dealer Regulation

The Firm routinely represents broker-dealers, investment banks and other corporate and individual securities professionals in their dealings in the U.S. and foreign capital markets. Our attorneys are experienced in all aspects of U.S. securities regulation, including regulation by the national securities exchanges, the National Association of Securities Dealers, Inc. and other self-regulatory organizations. The Firm also advises broker-dealers and securities professionals in connection with preliminary registration and continuing membership applications, trading and market making issues and enforcement and other compliance matters.

General Corporate and Commercial

The Firm regularly advises clients in connection with contractual matters, including, partnerships, stategic alliances, joint ventures, executive compensation and employment and consulting agreements, stock option plans and other routine business matters.