Practice Areas and Transactions

We represent public and private clients across a broad spectrum of industries from start up through maturity and public company reporting. We regularly serve as general counsel to corporations, limited liability companies and other entities and also represent clients on a transactional basis to achieve specific objectives. We work closely with clients to advise them regarding all aspects of legal, capital raising and compliance strategies, and offer counsel with respect to their businesses, operations and personnel, including acquisitions and the sale of their business.

Corporate, Commercial and Governance Services

Our corporate, commercial and governance practice encompasses:

     ●   organizing entities with an eye toward structuring in anticipation of major funding events, including certificates of incorporation and limited liability company operating agreements;

     ●   preparing fundamental corporate documents, such as agreements with employees and consultants, agreements with suppliers and purchasers, product and software development and licensing agreements, and joint venture and partnering arrangements;

     ●   negotiating and preparing agreements for the  internal governance of corporations, including stockholder agreements;

     ●   negotiating and preparing merger and acquisition agreements and related documents;

     ●   preparing preferred stock designations, preferred membership rights statements for limited liability companies and structuring and drafting other complex equity security provisions;

     ●   conversions of limited liability companies to corporations and changing corporate domicile;   

     ●   structuring and preparing equity incentive plans and other compensation arrangements for corporations and limited liability companies; 

     ●   advising clients in their day-to-day activities, including corporate housekeeping matters;

     ●   preparing board committee charters (audit, compensation, nominating committees),  code of ethics and insider trading policies.

Securities Practice

The services we offer within our securities practice include:

    ●   negotiating and drafting debt instruments, including convertible and secured promissory notes and other debentures;
  
    ●   assisting clients through the private offering process, including negotiating with placement agents, preparing offering memoranda, preparing subscription and securities purchase agreements, and navigating blue sky compliance;

    ●   preparing clients for public company registration and reporting and exits through acquisition by third parties;

    ●   securities offerings, including:

                    ●  negotiating placement agent agreements and underwriting documents with investment banks;

                    ●  preparing documents in connection with registered public offerings on Form S-1 (OIPOs and selling shareholder registration) and Form S-8;

                    ●  preparing Regulation A offering documents and obtaining qualification of Regulation A offering statements;

                    ●  Form 10 registration of securities,

    ●   representing clients before the Securities and Exchange Commission, encompassing the preparation of Exchange Act reports (Forms 10K, 10Q, 8-K, etc.), and the other federal and state regulatory authorities having jurisdiction over public entities and the offer and sale of securities;

    ●   assisting clients in gaining admission to trade on public markets, such as NASDAQ and over the counter markets (OTCBB); and

   ●    representing lenders and borrowers in asset-based loan and other commercial transactions and equipment financing arrangements with banks and private lenders. 

Representative Industries

 We currently serve as counsel to or have, over the last decade, represented clients in the following industries and sectors, among others:

    ►  Tech and Software Companies

    ► Mobile Applications

    ► Consumer Products

    ►  Pharmaceuticals, Medical Devices and Clinical Trials

    ►  Natural Resources, including oil and gas and mining

    ►  Food Sector

    ►  Digital media and outdoor advertising

    ►  Transportation

    ►  Advanced Computer Perimeter Security Systems 

Illustrative Transactions

The following transactions are illustrative of those for which we have been engaged over the last ten years:

   ●  Serving as securities and corporate counsel to a restaurant company with  20 units with operations in ten states and nearly 200 employees, including completing a $12 million IPO and NASDAQ listing.

   ●  Serving as securities and corporate counsel to a consumer water and ice company that has raised over $15 million in broker led private placements since 2021.

   ●  Prepared Regulation A offering statements for companies that transact business in a variety of industries.

   ●  Filed selling shareholder registration statements with the SEC covering the resale of securities purchased in PIPE and equity based transactions and prepared related securities and corporate documents.

   ●  Served as securities and corporate counsel for US entities with principal operations in China, navigating evolving complex regulations regarding investment, corporate structure and repatriation of capital to the U.S.

   ●  Completed numerous securities and debt financing transactions by way of preferred stock, promissory notes, and debentures across numerous industries.

   ●  Assisted a software development and mobile applications company in connection with its conversion from a limited liability company to a corporation and raising capital in multiple offerings of preferred equity and convertible debt.

   ●  Prepared formation documentation, including a complex limited liability company operating agreement with multiple levels of preferred interests, and offering documents in connection with a $3.5MM offering of preferred membership interests.

   ●  Prepared documentation, including offering memorandum and convertible promissory note, in connection with a $3MM offering of a mine holding company.

   ●  Served as general counsel to a natural gas-to-liquids fuel processing facility, including all industry specific agreements and documentation (construction, offtake, processing and sale agreements), and as co-lead counsel in connection with a $120 million debt financing by a major international bank.

   ●  Counseled the owner of a transportation company in connection with the sale of the business to a national, publicly traded entity for a purchase price of $15 million.

   ●  Served as counsel to a US company that raised over $7 million in the United States and completed a $5 million financing in the UK and obtained dual listing of its securities on the OTCBB and AIM Market of the London Stock Exchange.

   ●  Advised a developer of computer networks for the remote operation of diverse distributed energy sources in connection with its acquisition by a private equity fund, including negotiating and preparing finance documents.

   ●  Represented a pharmaceutical company in connection with a $2.5 million revolving line of credit.

   ●  Represented a manufacturer and distributer of network and security systems in connection with two rounds of preferred stock financing in the aggregate amount of $7.5 million and a $3 million offering of debt securities. Represented this company in connection with acquisitions of two subsidiaries.

   ●  Represented a private equity fund in connection with a $5 million investment in a consumer goods manufacturer in the food industry.

   ●  Represented and managed multiple clients in the consummation of reverse merger and alternative going public transactions.

We continue to serve as counsel to many of the entities for which we completed the above-described transactions.