Public and Private Offerings

For over 30 years I have represented of issuers and underwriters/private placement agents in the offer and sale of equity (common and preferred stock, limited liability company interests, limited partnerships, REITs, etc.), debt, (bonds, promissory notes, debt or notes convertible into equity, etc.) and hybrid securities in both small and large private and public offerings. These offerings cover a wide variety of industries and specialty areas, such community banks, insurance companies, and REITS.

Public Offerings

My representation has included a variety of public offerings by clients engaged in capital raising activities, including:

Initial public offerings and other primary offerings of securities

Emerging growth companies and smaller reporting company offerings

Shelf registered offerings

Secondary offerings for selling shareholders

Pipe offerings following a private placement transaction

Registered employee equity incentive plans

Rights offerings made to existing shareholders

My representation of issuers includes assistance and guidance with all of the preliminary actions that need to be taken prior to commencing a public offering, including:

Review of charter, bylaws, and other corporate records and the preparation of any necessary amendments or cleanup actions

Establishment of committees’ structure, charters, corporate governance guidelines, and appropriate corporate policies for publicly traded companies (including compliance with Sarbanes Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act)

Preparation of indemnification agreements for directors

A review of directors and officers insurance policies

Equity incentive programs for employees

Employment agreements with key officers

Other related

As part of the public offering process, I represent my clients in connection with all activities necessary to bring the offering to market, including the following:

Information gathering and due diligence document reviews

Preparation and review of registration statements and prospectuses to be filed with the Securities and Exchange Commission for use in connection with the offering and sale of securities

In the case of debt offerings, compliance with the Trust Indenture Act of 1939, if required

Negotiation of the underwriting agreement and any required lock-up agreements with insiders

Stock exchange listing applications

Transfer agent arrangements

FINRA and any applicable blue sky law compliance

Preparation of opinions required for the registration statement and, when representing issuers, under the underwriting agreement

Private Offerings

My representation has included a variety of offerings by clients that are exempt from registration under the federal securities laws, including, among others, the following:

Regulation D private placements under Rules 504 [small offering exemption] and 506(b) [classic private offering]

Regulation D Offerings under Rule 506(c) [with general solicitations to accredited inventors only]

Regulation S Offshore offerings

Regulation A and Regulation A+ offerings filed with the Securities and Exchange Commission

Crowdfunding Offerings

SAFE Offerings [Simple Agreement for Future Equity)

When representing issuers in private offerings, I provides my clients with many of the same corporate cleanup and due diligence services that are included as part of the public offering of securities, but more with a view to positioning private companies for future private offerings, or potential private equity or venture capital transactions, or possibly and initial public offering.

As part of my representation of clients in connection with the offering of securities that will not to be registered under the federal securities laws pursuant to an exempt from such registration, my services include:

Analyzes and advise clients as to the potential exemptions from registration that may be available and the requirements to be satisfied in order to take advantage of such exemptions

Prepares the corporate documentation necessary to create the equity or debt security to be offered and sold.

Prepare or review the Private Placement Memorandum or Offering Circular and, if applicable, any “Test the Market” Materials

Prepare or review the subscription documents to be used in connection with the offering, including the subscription agreement and all relevant investor and purchaser representative questionnaires.

Negotiate and prepare any placement agreements for use by placement agents, if any

Blue sky and, when necessary, FINRA compliance