Securities & Private Placements

Our corporate attorneys have extensive experience navigating the federal and state securities laws and regulations, including:
  • Private placements of equity and debt securities, with counseling and structuring to comply with federal and state exemptions from securities registration requirements, including Regulation D, the JOBS Act and corresponding state “blue sky” laws
  • Venture-capital, angel and seed financings, including preferred stock, convertible debt, secured debt and complex LLC arrangements
  • Broker-dealer registration and compliance
  • Rule 144A transactions
  • Equity-related compensation such as stock options, restricted stock, phantom stock, profits interests and unit appreciation rights
  • Exchange Act reporting
  • Annual and special stockholders meetings; assistance with preparation of proxy materials
  • Advising directors, officers and investors on compliance with SEC requirements regarding stock ownership and transactions
  • Advising Audit, Executive and other Board Committees
  • Confidentiality, Insider Trading and Black-out Period Policies
  • Regulation FD (Fair Disclosure) compliance

Representative Transactions
 
Represent numerous privately-held companies in software, data aggregation, social media, medical devices and other markets in the sales of their common stock, preferred stock and convertible debt to angel investors, venture capital firms and other strategic and financial investors.
 
Represent venture capital firms in their investments in portfolio companies.
 
Represented an area country club in an offering of debt securities to accredited investors.
 
Represent NASDAQ-listed software, health care content and biotech companies in periodic filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934.
 
Represented an internet company in its initial public offering and ongoing SEC and NASDAQ listing compliance.

Related Practice Areas
 Investment Management & Private Funds