Representing both issuers and underwriters/placement agents in the offering of equity, debt, and hybrid securities. I have represented clients in all types of public offerings, including initial public offerings, secondary offerings, stock dividend plans and other shelf registrations, and in private offerings under various exemptions from registration under the federal securities laws, including Regulation A and Regulation D.
Representing both investors and individual companies in connection with various stages of investment financing and exit strategies, including the negotiation of seed and angel financings, convertible note financings, and complex equity purchase agreements, as well as related warrants, registration rights, stockholder agreements, investment agreements, preferred stock designations, debt instruments, and other similar documents.
Representing companies in complying with both federal and state securities laws, including the preparation of periodic reports, proxy statements, and other filings required to be made by public companies and their investors with the SEC, development of corporate policies required by public companies, assist in complying with any applicable stock exchange listing requirements and rules, advise clients in re-sales of both registered and unregistered securities, and guidance in complying with beneficial ownership reporting under SEC rules.
Representing both public and privately held companies in a wide range of transactions, including tender offers, going private transactions, asset sales, and shareholder solicitations, and other extraordinary transactions, such as recapitalizations, stock repurchase plans, reorganizations, and redemptions.
Representing private equity and venture capital entities in connection with their formation and various stages of investment financing, including the preparation of investment fund formation documents, the negotiation of exit strategies, and the preparation of financing and investment transactional documents for portfolio investments.
Representation includes lending transactions entered into by public and private borrowers with private equity funds, banks, and other financial institutions, including offerings subject to the Trust Indenture Act of 1939.
Representing clients with issues involving general corporate matters and issues relating to director fiduciary duties and responsibilities, committee structures and responsibilities, corporate governance guidelines and policies, analysis of proxy advisory firm’s positions, and advising clients in connection with contests for corporate control. As part of my practice, I am often engaged to act as special counsel to various corporate committees.