Transactional, Securities and Corporate Law

In our transactional, securities and corporate practice, we provide advice, compliance and transactional assistance to a broad range of large and small public and privately-owned corporations and other business entities. Generally, we provide advice and services on such issues as business structure, capital formation, mergers, acquisitions, bankruptcy, business transactions and agreements, and stockholder and director matters. On a regular basis we negotiate and prepare shareholder and employment agreements, distribution, licensing and franchising agreements, acquisition agreements, and merger agreements.

We work with start-up companies raising their first round of seed capital through an initial public offering or reverse merger or other business combination. We also work with more mature business enterprises whether raising capital through a secondary public offering, ATM facility, PIPE transaction, private placement, venture capital or commercial bank financing.

We are well versed in all facets of financing transactions, public and private, equity, debt or mezzanine, Regulation D and Regulation A offerings, fundamental transactions such as M&A and tender and exchange offers, licensing transactions and other situations met by today’s successful business enterprises. If the business is going through a down cycle, we are experienced in financing vehicle renegotiations and entity restructure. We have worked successfully on stock repurchase programs, tender offers and exchange offers.

Specifically, we work efficiently with small-cap to mid-cap public companies and private companies of all sizes in the following areas:

State law corporate governance and compliance issues
SEC compliance and reporting (periodic reports on Forms 10-K and 10-Q, current reports on Form 8-K, proxy and information statements on Schedules 14A and 14C, tender offer statements on Schedule TO, etc.)
Business finance – public, private, PIPE, Regulation D, Regulation A, ATM facilities, commercial loan facilities, rights offerings
Uplisting and compliance with major securities exchanges
Blue sky compliance
Corporate governance compliance
M&A
JV
Licensing transactions
Intellectual property issues
Employment agreements
Stock Option and RSU Plans
Executive compensation
Real estate and leasing
Corporate governance – drafting board committee charters, representation of boards and their committees, Sarbanes Oxley compliance, whistleblower programs

For more information related to how our firm can be of legal service in your corporate matter, call us today at (516) 222-2230.