Capital Formation Transactions
The Jumpstart Our Business Startups Act of 2012 implement historic reforms to facilitate raising capital, including permitting general solicitation of private placement offerings (Title II), allowing the sale of private securities to non-accredited investors through online funding portals (Title III) and implementing the new Regulation A+ (Title IV). Each new exemption has its benefits but also its costs and compliance obligations. It is important to understand the various funding options as well as the means to raise capital (i.e. funding platform, investment bank, issuer website etc.)
Regulation D – 506(b)
Regulation D – 506(c)
Regulations S (Foreign Investors)
Seed & Series A Financing
CrowdFunding Portals & Funding Platforms
Crowdfunding is an evolving method of raising capital that has been used to raise funds through the Internet for a variety of projects and securities offerings. Since 2011, our members have been actively advising online funding platforms (debt/market place lending, equity, reward, donation and royalty) across the United States and internationally on all aspects of platform formation, design and regulatory compliance. The Firm is actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors, issuers and entrepreneurs). Our members have served as legal counsel to several of the leading venture-backed funding platforms in the United States and continue to represent funding portals nationally and internationally. We take time to ensure you understand the different models, regulatory obligations, compliance costs and compensation structures so you can choose the right model for your business.
Portal Formation Compliance Procedures
Investor onboarding Process FINRA Registration
Form Transaction Documents Technology Agreements
Corporate & Commercial Transactions
Our corporate practice provides practical, solution-oriented legal advice on the most important issues faced by fast-growing companies in technology, life sciences and regulated industries. Leveraging our experience in the areas of startup companies, emerging growth companies, venture capital, public offerings, mergers and acquisitions, public listed and company counseling, we help our clients navigate complex legal and business issues, and realize their long-term business objectives. We look to represent public and private companies, investment banks, venture capital and growth equity firms, and individual entrepreneurs. We advise on a wide range of corporate transactions, including mergers, acquisitions, joint ventures and royalty transactions as well as advising on a variety of day-to-day business agreements such as non-disclosure agreements, engagement letters, employment letters and leases.
In addition to serving as counsel to private companies undertaking an initial public offering, we provide existing public companies with ongoing advice on meeting federal and exchange reporting obligations. We work closely with executives to address new disclosure requirements and governance issues. We work with your team to prepare all Form 10K, 10Q and 8K filings as well as Section 16 filings for executives and certain shareholders. We serve as both legal counsel and project managers so you can focus on the day-to-day obligations.
Broker-Dealer & Investment Banking
We provide comprehensive legal services to a wide range of broker-dealers, including full service and boutique firms, dual registered broker-dealer/investment advisers, introducing brokers and placement agents. We assist broker-dealers with FINRA Corporate Offer System submissions (Rules 5110, 5121 and 2310). We have extensive experience representing broker-dealers in both private and public capital market transactions providing due diligence on issuers, structuring capital market offerings, negotiating placement agent or underwriting agreements and managing closings. The Firm’s members have significant experience on the regulatory issues that may arise for broker-dealers in these transactions, including due diligence compliance, registration and exemption requirements.
Investment Fund Formation
We provide private equity and venture capital clients with advice and guidance on the formation of investment funds. We assist clients at every step of thefundraisingprocess, including preparing private placement memorandum, negotiating with prospective investors (side-letters), preparing partnership and LLC agreements and advising on compensation arrangements. We advise on structure, negotiations with institutional investors and family offices.
General Counsel Services
We offer select clients outside General Counsel service where a member of our firm will serve as General Counsel to your company. As General Counsel, your attorney will be on-call and available anytime you need legal advice. We look to develop strong attorney-client relationships and for select clients, we serve as outside General Counsel. Your legal counsel will have an in-depth understanding of your business model, objectives and legal issues so as to provide you with guidance in the development of your company.
General Counsel Services include:
- Providing guidance on entity formations and preparing required filings for start-up companies;
- Providing guidance on compliance with corporate formalities (i.e. Board Meetings, record keeping, shareholder voting etc.);
- Attending meetings of the Board of Directors and meetings with current or prospective investors;
- Attending business meetings and discussing legal issues with respect to structuring commercial transactions;
- Mediating internal issues between partners;
- Drafting employment contracts, leases or other contracts for your business;
- Maintaining the capitalization table records (issuance of equity, options, warrants);
- Discussing compliance issues surrounding new business proposals;
- Identifying issues that may lead to potential litigation and provide suggestions for mitigating such risks;
All General Counsel services are done on a flat-fee basis and fees vary depending upon your business needs. When a more complex matter arises, you will have access to our firm’s full services led by the attorney who usually works with your business.
Our Legal Services
We are a New York based law firm focused on advising startups, emerging growth companies, and publicly reporting companies on various public and private capital formation, commercial and corporate transactions as well as regulatory compliance matters. Our members represent several investment banking and securities brokerage firms in connection with private placements, public offerings and regulatory compliance, and counsel both public and private companies regarding joint ventures, corporate restructurings, mergers and acquisitions and bank financings. Our goal is to facilitate alternative capital formation transactions (i.e. Crowdfunding, Reg D (506(c)) and Reg A+) by providing our clients with cost effective solution-orientated advice.
We distinguish ourselves from many other transactional practices on the basis of our ability to be part of the establishment of new securities programs, like Regulation A+ and CrowdFunding, where the Firm's professionals play meaningful roles in assisting in the creation, formation and strategies relating to such financings, as well as working closely with regulatory agencies.
Alternative Finance Lawyers