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Corporate and Securities
This is just a sample of what we do. Please ask us what we can do for you.
We represent Issuers of securities in all matters related to securities. We have done, as an illustrious list but certainly not complete, initial offerings, secondary offerings, PIPES, reverse mergers, issuances of several classes of equity and debt, convertibles, derivatives and options (both ISDA and custom), warrants, bonds, debentures, ESOPs, created 10K and 10Q templates, 8Ks, and all manner of periodic filings, shareholder votes and meetings including 14As and 14Cs, corporate compliance, and the corporate work that necessary to complete all transactions. If you have public company concerns, chances are we can assist you.
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Deal Work
We do quite a bit of business doing deal work. Deal work is any transaction or series of transactions geared at getting a set piece done to acheive a derired result. Be that from taking in investors, the structuring and financing, acquisitions and spin-offs from complete businesses, subsidiary businesses and business lines to assets, assisting in factoring, corporate restructuring on all levels of a business (capital restructuring, management restructuring, business lines, subsidiaries, etc.), joint-ventures, project development and the like. In doing deal work, we try and find a way to yes through diligence, tenacity, and innovation.
We have done all manner of capital market transactions, international transactions, and coordinated, and often located, special counsel and local counsel for specific piecework. We routinely coordinate all of a projects moving parts, legal and everything else, and act as the deal manager’s right hand.
Where the deals goes, we will follow. We have participated in transactions in: England, Canada, France, Sweden, Germany, Netherlands Antilles, New Zealand, China, Ireland, Japan, Thailand, Switzerland, Australia, Hong Kong, Egypt, Israel, and Russia to name a few.
We realize that if a deal fails you don’t make any money which decreases your working capital for future deals. We want you to use us for all your deal work and we know you will come back for the level and quality of service we strive to provide.
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Private Placements & PIPES
We have done an extensive amount of private placements, either being lead counsel or managing counsel in 12 States; so far. We can help with everything from the structuring, to proper procedures for the sale process (which is where most people get hung up), compliance with both State and Federal laws, rules, and regulations, and creating a book for records that you will use in the future to enter the securities into the system. We have also done PIPES ("Private Placements" into Public Entities) in various States and can help you with all manner of transferring securities.
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Due Diligence
Do not expect to do well if you don't do your homework. Due Diligence is not simply about compiling pieces of paper to round out a check list. Due Diligence is about risk assessment, it is about using experience and judgment to determine vulnerabilities based on where we have seen problems before. It is also about finding those problems and creating solutions or work-arounds to solve those probelms and move forward. We know that you need those pieces of paper to round out a due diligence file, but most of the problems occur between the lines.
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Mergers & Acquisitions
We routinely do mergers and acquisitions, and reverse mergers and acquisitions. We understand the environment is fraught with danger and do our best to protect our clients in qualifying public vehicles through due diligence, experience and common sense, while balancing it all within your budget.
We have assisted our clients in buying public companies, selling public companies, due diligence, Federal and State regulations and filings. If you are looking to buy or sell a public vehicle we often match clients and/or business associates. Deposits are necessary for purchases, personal representations and warranties for due diligence if you are selling, and if both parties want us to handle the entire transaction we require a consent and acknowledgement of dual representation; although you are welcome to use other counsel.
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SEC investigations
We have experience in dealing with SEC Enforcement division, joint investigations composed of the SEC, FBI, Post Master General, IRS CID, as well as various Federal and State enforcement divisions and offshore regulatory bodies.
If you get a call, subpoena, request for voluntary informational, or the like from an enforcement division, chances are that you need counsel. Sometimes they are very friendly and the tone does not suggest any culpability on your part, but you need counsel. Often times strange things get unearthed, people get misimpressions, things go sideways or things flat out go wrong. We would suggest you use us, but even if you don’t, get qualified counsel. An ounce of prevention is worth pounds of cure.
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Debt instruments: Bonds, Debentures & LTN / ELTN / MTN
We have done all manner of Bonds, including Trust Indenture Act of 1939, Debentures, convertible debentures, Long Term Notes, European Long Term Notes, and Medium Term Notes.
Again, the LTN/MTN environment is rife with danger and we have successfully navigated through it quite a few times for our clients. LTNs and MTN are essentially treated like bonds but are typically secured against large scale projects or pieces and/or assets thereof.
We are available to act as Bond Trustees and payment agents.
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Corporate Investigations
We have performed several corporate investigations ranging from sexual harassment to accounting classifications and compliance with controls and procedures, as well as all manners of incident investigations. We do all levels of investigations from informal inquiries to formal investigations with transcripted depositions under oath with extensive document cross referencing and authentication.
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Transfer Agents
We have represented Transfer Agents for over ten years. We have done policy manuals, Form TAs, interpleader litigations, created Rule 144 policies (old and new), dealt with DTC, and helped clients integrate FAST and DWAC.
We have also done acquisitions and mergers for TAs and created record retention policies with the new initiatives from FINRA.
We primarily represent smaller TAs, but we are constantly representing bigger TAs; and helping smaller TAs become bigger TAs.
Some of our oldest and best clients are Transfer Agents. If you are a Transfer Agent, you know how difficult it is to wind your way through the ever changing regulatory environments, deal with the increased regulatory impositions and hurdles, do your job, avoid liability, keep clients and expand your client base, and cover costs. We understand. Give us a call to see how we can make your life easier.
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Sell Side research & PR/IR
We have represented sell-side research firms (independant analysts creating independant research reports commissioned by the Issuer, as opposed to in-house analysts of broker-dealers), done acquisitions of sell-side research firms, promulgated policies creating fire-walls between the CFAs and the commissioning firms, instituted sell-in policies, publication policies, and coordinated analyst calls and road shows.
We have represented PR/IR firms and have dealt with their specialized and their particular needs in procedure manuals, contracting, SEC enforcements, and civil litigations.
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Derivatives and exotic custom instruments: ISDA and non standard
We have made ISDA derivatives, options, warrants, swaps, futures, forwards, tiered structure derivatives, contingent derivatives, and such other derivatives as need has required. In making derivatives, your imagination is your only limitation. Tell us what you want and we will come as close to it as legally possible.
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International & Capital Markets transaction
We have dealt in the capital markets of, done transactions in, and have had clients in such jurisdictions as: Australia, Belize, Brazil, Canada, China, Costa Rica, Curacao, France, Germany, Greece, Ireland, Italy, Japan, Liechtenstein, Luxemburg, Mexico, Moldova, Netherlands, Philippines, Russia, Sweden, Thailand, United Kingdom (and subsidiaries like Guernsey, Jersey, Isle of Man, Virgin Islands, etc.), and the United States, to name a few.
In the modern age, cross border transactions are as simple as an email away. Working internationally is simpler and cheaper than you think. Where ever you may roam, we will be right there with you.
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Trusts: Business and Personal
Along with our usually capital markets business lines, we have also do trusts, both onshore and offshore, for persons, and businesses (usually FASITs (Financial Asset Securitization and Investment Trusts)), wills, incorporations (onshore and offshore), assisting of the establishment of bank accounts, assisting in introductions, and such other matters as may arise.
Our whole business is built around the principle that we don’t just represent the business, but we represent the people who made the business.
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Non-Public Companies
Please don't get the impression that we just represent public companies. We love to work with private companies as well. Private companies are faced with the same exact problems and situations public companies have; albeit public companies have more regulations and visibility, and usually operate on a larger scale. But those problems and situations are usually incredibly similar, if not the same. Don't sell your private business short; you deserve the same level of experience and judgment for the business that supports your family and is so much a part of your lives.
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International Asset Recovery & Onshore Asset Recovery
If you have accounts receivable offshore, you know how difficult it can be to collect. One of the tricks is proper contracting beforehand. We can help you set up properly just in case you have problems collecting, or we can help you with current collection problems; onshore or offshore.
We are also available for financial analysis, and reverse financial engineering (forensic accounting of a sort) should you need assistance in deciding if there is a likelihood that assets are offshore, the probability of collection, and/or liquidation, and the estimated cost of collection versus the probability of defined success. We also work in the area of offshore asset protection; same thing but in reverse.
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Litigation
We also do litigation within our field of proficiency, provide local counsel services, and assist clients in finding local counsel in other jurisdictions and managing local counsel.
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Hedge Funds, Investor pools/clubs
We have helped assist investors pool their money in investment vehicles making hedge funds, investor pools and clubs, and provided the structure for legal compliance, both in the US and offshore, and provided the documentation of investor agreements, management agreements, hub and spoke agreements with corresponding subsidiaries, and compliance and procedure documentation, for both registered and exempt entities under the Investment Company Act of 1940.
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Corporate Work
We provide all manner of corporate work including but not limited to incorporation (onshore and offshore and multiple jurisdictions), exotic entities, complex structuring, business trusts (including FASITs), subsidiaries and business lines, corporate resolutions, board resolutions, bylaws and operating agreements, partnership agreements, employment agreements, ESOPs, phantom stock plans and other incentive devices, shareholder votes and proxies, multiple stock classes, tender offers, derivative products, contracts of all flavors and varities, deal agreements, corporate structuring and transitions, capital organization and reorganization, joint ventures, spin-offs, merger and acquisition structuring and agreements, hostile takeovers, defense of hostile takeovers, separation agreements, corporate divorces, dissolutions and unwinding as a minuscule sample of what we do. Chances are if you need it, we can provide it.
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Independant Fairness Opinions and Comfort Letters
How much is fair value? Is it simply the tabulations of accountants? Sector trends? The intrinsic value of the principals operating the concern? What is the value of acquiring skilled employees and infrastructure? Fairness opinions can help you make accurate assessements and make good decisions, particularly when formed independant from the group think. Its also useful is raising capital.
Comfort letters have the same type of concerns. It gives you an informed assessment of risks, formed outside the group think, regarding whatever you are contemplating doing. We have done assessments from everything from online gaming, to firearms parts shipping. Give us a challange.
Please bear in mind that our Firm is usually doesn't have the name recognition to provide "adequate assurances" to provide a material inducement to larger banks and insurance companies, sight unseen. But we do it on an affordable basis.
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Escrow Services
We provide escrow services to facilitate transactions. If you need an independant insured party to hold escrow until the terms of the agreement are fulfilled, please contact us.
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Counsel to the Profession
We also help, aid, and assist counsel who seek further advice when they find themselves dealing with securities, finance, or other matters. No one knows everything about everything.
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If you have an unusual situation requiring some creative attention, have a problem that others have not been able to solve, need a second set of eyes, or a reliable sounding board, do your self a favor and contact us. We do not have a magic wand or a crystal ball, but we do have creativity and tenacity.
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