Securities Compliance & Corporate Finance

Our experience includes private placements, Form D offerings, state blue sky law compliance, initial public offerings, secondary public offerings, reverse mergers, public and private offerings of equity and debt securities including PIPEs (private investments in public entities), SARBOX (Sarbanes-Oxley) compliance, shelf takedowns, public shell corporation transactions, director responsibilities, public disclosure requirements, Section 10 (b) (5) compliance, Section 16 compliance, Section 13 compliance, Form 10 filings and Rule 144A private placements. We have assisted numerous companies and entrepreneurs in accessing capital markets and advised companies in their formation, growth, risk assessments and eventual IPO or acquisition.  In addition to serving as general securities counsel, we have acted as special counsel and as supporting securities counsel.

Our experience includes representation and counsel of issuers, purchasers, sellers, stockholders, C-level executive and financial officers, acquirers, board of directors and key employees in connection with the following.

Private Placements and Public Offerings - Securities Act of 1933 and applicable State Securities Laws

Private Placements 

  • Disclosure Documentation (such as private placement memorandums and related documentation)
  • Accredited Investor Qualification (investor questionnaires, related substantiation and subscription agreements
  • Regulation D/Form D - filed with the Securities and Exchange Commission
  • State Securities Law  - Blue Sky Laws

Public Offerings

  • Initial Public Offerings on Form S-1 Registration Statement
  • Secondary Public Offerings on Form S-1 Registration Statement
  • Public Offerings in connection with exchange offers, mergers and acquisitions on Form S-4 Registration Statement
  • Public Offerings in connection with employee benefit plans (such incentive stock option plans) on Form S-8 Registration Statement
  • Underwriting Agreements
  • Rule 144 Sales
  • State Securities Law  - Blue Sky Laws

Public Companies - Securities Exchange Act of 1934, SARBOX (Sarbanes-Oxley) and related laws

  • Advisory, second opinion services to CEO's, CFO's and directors
  • Annual Reports on 10-K
  • Quarterly Reports on 10-Q
  • Current Reports on 8-K
  • Investor Communications and Press Releases
  • Section 16 Compliance - Form 4 reporting of transactions between the Company and the Insider and Form 5 reporting of other transactions
  • Section 13(b) and 13(g) compliance - Schedule 13D and 13G
  • Proxy Statements in connection with Annual Meetings and Special Meetings and Information Statements in connection with stockholder consent actions under Section 14 of the Securities Exchange Act
  • Form 10
  • Exchange, NASDAQ, and FINRA listing issues

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