Business Formation and Dissolution
We advise businesses and entrepreneurs on appropriate structures for emerging companies. Among the issues we routinely address are choice of entity, corporate capitalization structure, protection of intellectual property and business model planning and strategies.
Private Equity Financings
We provide clients with a broad range of transactional expertise in combination with experience in private capital and fund-raising activities. Our attorneys advise clients in various stages of private equity and debt financing needs, including entrepreneurial startups, early-stage, emerging, growth-equity and troubled companies. We regularly represent and advise issuers in private offerings undertaken either by issuers or through private placement agents. As part of the offering process, we advises clients on the structuring of the offering, assist in the drafting of transaction/offering documents, and compliance with securities laws, including the availability of exemptions from registration and qualification under federal and state securities laws. We also represents issuers in private placements of equity to foreign investors under Regulation S. Our private offering experience includes handling common stock, preferred stock, convertible preferred stock, stock options and warrants, interests in limited partnerships, limited liability limited partnerships, limited liability companies, subordinated notes and indentured debt securities.
We are also experienced in representing both emerging companies and venture capital funds in venture capital financings. Our attorneys also have extensive corporate and securities law expertise in IPOs and mergers and acquisitions, so we are able to prepare and negotiate venture financing documents with such liquidity events in mind. We are also experienced in advising venture capital funds on the legal matters surrounding the formation and management of these entities.
Our representation in public company offerings involves secondary offerings of equity securities and exchange offerings. We also represent public companies and companies seeking to access public markets in private transactions which include PIPE (Private Investment in Public Equities) transactions, Rule 144A offerings, Regulation D offerings, convertible debt and other forms of debt and equity offerings.
Mergers and Acquisitions
We provide advice on the full range of merger and acquisition transactions involving domestic and foreign business enterprises at all stages of development. We have extensive experience in structuring complex transactions, as well as advising clients on smaller business combinations. Our experience includes: mergers, asset purchases, spin-offs, rollups, exchange offers, tax-free reorganizations and stock acquisitions/dispositions.
We have extensive knowledge and experience in assisting our clients in the preparation of annual reports on Form 10-K and other periodic SEC reports and proxy statements. We also advice our clients in connection with insider trading restrictions, Regulation FD disclosure obligations, option and other equity-based compensation plans and assisting Audit, Compensation and Nomination Committees in complying with the requirements of the SEC and national securities exchanges. Our attorneys are also experienced in advising clients with changes in reporting and corporate governance pursuant to the Sarbanes-Oxley Act of 2002. We regularly advise boards, their committees and their financial advisors regarding fiduciary duties and other corporate governance and specific NYSE and NASDAQ corporate governance requirements.
Alternative Public Offerings
We are experienced in taking private companies public, either through an initial listing by filing a registration statement or a reverse merger. We provide advice regarding all steps required to complete a reverse merger, from due diligence, structuring the transaction, drafting and negotiating the legal documents to the preparation of listing applications on NYSE and NASDAQ.
Our commercial litigation practice includes trials, appeals, arbitration and mediation. Each matter receives resources that are commensurate with the needs of the client and each case is managed to achieve a prompt, sensible, and cost-effective resolution.