My corporate finance practice, involves representing both public and private companies. Whether clients are in need of additional equity or debt, in small or large amounts, I am capable of providing the kind of advice regarding the appropriate structure for each client’s securities offering that comes from years of experience. I represent any number of corporations, partnerships and limited liability companies in connection with private securities offerings.
The services in the area of securities practice and securities law compliance include:
- Advice concerning the structure, planning and timing of public and private securities offerings;
- Assistance in negotiating with broker/dealers, underwriters and purchasers;
- Assistance in drafting offering materials, both registration statements and private placement memoranda;
- Assistance in the drafting, preparation and filing of federal and state securities law forms and other documents;
- Guidance and assistance with respect to the preparation of the various reports and filings required of Reporting Companies under the Securities Exchange Act of 1934;
- Guidance with respect to compliance with State Blue Sky laws;
- Advising broker/dealers and investment advisors with respect to federal and state laws and regulations;
- Guidance regarding corporate governance policies and procedures, including compliance with the Sarbanes-Oxley Act of 2002;
- Counsel and assistance with respect to listing securities for trading on and continuing compliance with exchange requirements;
Whether clients intend to raise $200 million or $50,000, I provide advice and counsel in all aspects of their capital raising transactions. Beyond the offering stage, I am capable of providing guidance concerning such important issues as continuing compliance with federal and state disclosure and reporting requirements, qualification for listing and maintenance of listing on an organized exchange and using existing and newly issued securities to facilitate the growth of the issuer.
Startups
I provide advice to start-up companies in virtually all phases of their lifecycles and my representations include all types of venture capital investments (common, preferred and debt), leveraged buyouts and follow-on acquisitions. I provide advice and counsel with respect to implementing best practices regarding portfolio company governance and operations. I also assist clients in participating as possible purchasers in buy side auctions. I have multi-industry experience, including financial and business services companies, healthcare related companies, retailers, distribution businesses, ecommerce companies, Internet service providers, industrial manufacturers and other traditional “brick-and mortar” companies. The scope of services provided by includes:
- Formations
- Public & Private Offerings
- Seed Capital & Mezzanine Financing
- Credit Facilities
- Equity & Debt Securities
Loans and Credit
I represent corporate entities and financial institutions in connection with capital debt markets, and corporate lending. I serve as borrower’s counsel with respect to numerous secured and unsecured revolving credit and term loan facilities for domestic and foreign corporations, and their subsidiaries in various industries. Such matters include:
- Revolving Credit Agreements
- Term Loan Agreements
- Bridge Loans
- Senior & Subordinated Credit Facilities
- Acquisition Financings
- Asset Based Loans
- Letters of Credit
- Lease Financings
- Joint Ventures
Private Equity/Venture Capital
I also advise financial and strategic investor groups in completing venture capital investments, including management buyouts, recapitalizations, leveraged buyouts, and asset and stock acquisitions by portfolio companies. I have experience in counseling venture capital funds on the legal matters surrounding the formation and management of these entities and has assisted with the creation of new venture capital funds.
I represent issuers, private equity and venture capital funds, in connection with the offering, issuance, and sale of substantially all types of securities. My representation includes advice on disclosure and compliance requirements for U.S. and Non-U.S. Issuers, including:
- 1934 Act Reporting
- Section 16(b) Issues
- Rule 144 Issues
- Blue Sky Matters
- Responding to Inquiries From the SEC and Stock Market Regulators