Areas of Practice :

Securities Law

Our securities law practice includes representation of companies and filing of Registration Statements with the Securities and Exchange Commission for initial and secondary public offerings and “PIPE” offerings. We also prepare documentation for private placements of debt and equity securities.

We also assist our public company clients in compliance with the Securities Act of 1934 and the Sarbanes-Oxley Act of 2002, including preparation of:

• 10-Ks and 10-KSBs
• 10-Qs and 10-QSBs
• 8-Ks
• Proxy Statements and Information Statements

We also regularly render securities law advice and counsel regarding:

• Disclosure obligations and Regulation FD compliance
• Reporting obligations of “insiders”
• Duties of directors and audit committee members
• Compliance with “blue sky” laws

Our practice includes representing clients in structuring and negotiating venture capital investments, including drafting of:

• Term sheets and deal memos
• Letters of Intent
• Securities Purchase Agreements
• Registration Rights Agreements
• Investor Rights Agreements
• Voting Agreements
• Preferred Stock
• Warrants

Mergers and Acquisitions

We assist our clients in acquisitions of other companies, including negotiation and drafting of term sheets, letters of intent and definitive agreements pertaining to:

• Stock and cash mergers
• Leveraged buy-outs
• Asset purchases and sales
• Stock purchases and sales
• Spin-offs
• Taxable and tax-deferred mergers and reorganizations
• Reverse merger and “shell” company transactions

General Corporate and Business Law

We help our clients in the structuring, formation and financing of corporations, limited liability companies, partnerships, and joint ventures, and advise our clients in such areas as:

• Employee stock option plans
• Stock purchase plans
• Corporate governance and Boards of Directors
• Capital structure and corporate finance
• Distribution and licensing agreements
• Sales representation agreements
• Employment and consulting agreements
• Indemnification agreements
• Shareholders' agreements
• Loan, credit and security agreements