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Areas Of Practice |
SEC transactional / issuer representation
We represent Issuers of securities in all matters related to securities. We have done, as an illustrious list but certainly not complete, initial offerings, secondary offerings, PIPES, reverse mergers, issuances of several classes of equity and debt, convertibles, options (both ISDA and private), warrants, bonds, debentures, ESOPs, created 10K and 10Q templates, 8Ks, and all manner of periodic filings, shareholder votes and meetings including 14Cs, corporate compliance, and the corporate work that necessary to complete all transactions. If you have public company concerns, chances are we can assist you.
Deal Work
We do quite a bit of business doing deal work. Deal work is any transaction or series of transactions geared at getting a set piece done. Be that from taking in investors, the structuring and financing, acquisitions and spin-offs from complete businesses, subsidiary businesses and business lines to assets, assisted in factoring, corporate restructuring on all levels of a business (capital restructuring, management restructuring, business lines, subsidiaries, etc.), joint-ventures, project development and the like. In doing deal work, we try and find a way to yes through diligence, tenacity, and innovation.
We have done all manner of capital market transactions, international transactions, and coordinated, and often located, special counsel and local counsel for specific piecework. We routinely coordinate all of a projects moving parts, legal and everything else, and act as the deal manager’s right hand.
We realize that if a deal fails you don’t make any money which decreases your working capital for future deals. We want you to use us for all your deal work and we know you will come back for the level and quality of service we strive to provide.
M & A
We routinely do mergers and acquisitions, and reverse mergers and acquisitions. We understand the environment is fraught with danger and do our best to protect our clients in qualifying public vehicles through due diligence, experience and common sense, while balancing it all within your budget.
We have assisted our clients in buying public companies, selling public companies, due diligence, Federal and State regulations and filings. If you are looking to buy or sell a public vehicle we often match clients and/or business associates. Deposits are necessary for purchases, personal representations and warranties for due diligence if you are selling, and if both parties want us to handle the entire transaction we require a consent and acknowledgement of dual representation; although you are welcome to use other counsel.
SEC investigations
We have experience in dealing with SEC Enforcement division, joint investigations composed of the SEC, FBI, Post Master General, IRS CID, as well as various Federal and State enforcement divisions and offshore regulatory bodies.
If you get a call, subpoena, request for voluntary informational, or the like from an enforcement division, chances are that you need counsel. Sometimes they are very friendly and the tone does not suggest any culpability on your part, but you need counsel. Often times strange things get unearth, people get misimpressions, or things flat out go wrong. We would suggest you use us, but even if you don’t get qualified counsel. An ounce of prevention is worth pounds of cure.
Debt instruments: Bonds, Debentures & LTN / ELTN / MTN
We have done all manner of Bonds, Debentures, convertible debentures, Long Term Notes, European Long Term Notes, and Medium Term Notes.
Again, the LTN/MTN environment is rife with danger and we have successfully navigated through it quite a few times for our clients. LTNs and MTN are essentially treated like bonds but are typically secured against large scale projects or pieces and/or assets thereof.
We are available to act as Bond Trustees and payment agents.
Transfer Agents
We have represented Transfer Agents for over eight years. We have done policy manuals, Form TAs, interpleader litigations, created Rule 144 policies (old and new), dealt with DTC, and helped clients integrate FAST and DWAC.
We have also done acquisitions and mergers for TAs and created record retention policies with the new initiatives from FINRA.
We primarily represent smaller TAs, but we are constantly representing bigger TAs, and helping smaller TAs become bigger TAs, as is the current climate.
Some of our oldest and best clients are Transfer Agents. If you are a Transfer Agent, you know how difficult it is to wind your way through the ever changing regulatory environments, do your job, avoid liability, keep clients and expand your client base, and cover costs. We understand. Give us a call to see how we can make your life easier.
Sell Side research & PR/IR
We have represented sell-side research firms, done acquisitions of sell-side research firms, promulgated policies creating fire-walls between the CFAs and the commissioning firms, instituted sell-in policies, publication policies, and coordinated analyst calls and road shows.
We have represented PR/IR firms and have dealt with their specialized and their particular needs in procedure manuals, contracting, SEC enforcements, and civil litigations.
Derivatives and exotic custom instruments: ISDA and non standard
We have made ISDA derivatives, options, warrants, swaps, futures, forwards, tiered structure derivatives, contingent derivatives, and such other derivatives as need has required. In making derivatives, your imagination is your only limitation.
International & Capital Markets transaction
We have dealt in the capital markets of, done transactions in, and have had clients in such jurisdictions as: Australia, Belize, Brazil, Canada, China, Costa Rica, Curacao, France, Germany, Greece, Ireland, Italy, Japan, Liechtenstein, Luxemburg, Mexico, Moldova, Netherlands, Philippines, Russia, Sweden, Thailand, United Kingdom (and subsidiaries like Guernsey, Jersey, Isle of Man, Virgin Islands, etc.), and the United States, to name a few.
In the modern age, cross border transactions are as simple as an email away. Working internationally is simpler and cheaper than you think. Where ever you may roam, we will be right there with you.
Trusts, Business and Personal
Along with our usually capital markets business, we have also done trusts, both on shore and off shore, for persons, and businesses (usually FASITs (Financial Asset Securitization and Investment Trusts), wills, incorporations (onshore and offshore), assisting of the establishment of bank accounts, assisting in introductions, and such other matters as may arise.
Our whole business is built around the principle that we don’t just represent the business, but we represent the people who made the business.
International Asset Recovery & Onshore Asset Recovery
If you have accounts receivable offshore, you know how difficult it can be to collect. One of the tricks is proper contracting beforehand. We can help you set up properly just in case you have problems collecting, or we can help you with current collection problems; onshore or offshore.
We are also available for financial analysis, and reverse financial engineering should you need assistance in deciding if there is a likelihood that assets are offshore, the probability of collection, and/or liquidation, and the estimated cost of collection versus the probability of defined success.
We also work in the area of offshore asset protection.
Litigation
We also do litigation within our field of proficiency, provide local counsel services, and assist clients in finding local counsel in other jurisdictions.
Hedge Funds, Investor pools/clubs
We have helped assist investors pool their money in investment vehicles making hedge funds, investor pools and clubs, and provided the structure for legal compliance, both in the US and offshore, and provided the documentation of investor agreements, management agreements, hub and spoke agreements with corresponding subsidiaries, and compliance and procedure documentation.
Corporate Work
We provide all manner of corporate work including but not limited to incorporation (onshore and offshore and multiple jurisdictions), exotic entities, complex structuring, business trusts (including FASITs), subsidiaries and business lines, corporate resolutions, board resolutions, bylaws and operating agreements, partnership agreements, ESOPs, phantom stock plans and other incentive devices, shareholder votes and proxies, multiple stock classes, deal agreements, corporate structuring and structuring, capital organization and reorganization, joint ventures, separation agreements, corporate divorces, dissolutions and unwinding as a minuscule sample of what we do. Chances are if you need it, we can provide it.
Special Situations
If you have an unusual situation requiring some creative attention, have a problem that others have not been able to solve, need a second set of eyes, a reliable sounding board
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