Securities Transactions

My securities practice is focused on helping companies access funding through the public equities markets. I help companies access the private and public markets for a variety of strategies including:

  • Traditional S1 SEC filings

  • Regulation A+ registrations

  • Regulation D private placement raises

  • Multiparty trust deeds

  • Private offerings to multiple investor groups ("Crowd Funding")

  • Structured financing which may include an equity offering to augment mezzanine and traditional debt-financed

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Corporate Counsel

Many of our client corporations and LLCs must be submitted for a comprehensive audit, frequently by a PCAOB auditor. Prior to exposing our clients to auditors and to scrutiny from the public markets, significant "corporate cleanup" must be done.

This may include properly documenting corporate minutes, properly documenting loans to the company from founders, compliant HR paperwork and so on. Our firm is well-equipped to guide our clients through this process and help them get "shipshape" for their new role as a publicly traded company or as a company with significant new private investors.

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Real Estate Entitlements

Extensive experience with:

  • subdivision projects,
  • real estate entitlements,
  • quiet title actions,
  • lot line conflicts,
  • air quality, noise levels, population, traffic patterns, fire danger, water rights, endangered species, archeological artifacts investigations and other reports,
  • zoning changes, and
  • work with city and county planning commissions.

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Complex Asset Aquisition

We frequently represent clients involved in negotiations for specific assets or existing entities.

These transactions often involve financial complex equity stakeholder claims, valuation calculations, claims filed by creditors, existing royalty agreements, corporate guarantees and so on.

We have extensive experience in working with accountants, auditors, cooperating attorneys, controllers, broker-dealers, appraisers, brokers, banking experts and other professionals required to complete transactions.

We provide counsel at all stages of these complex transactions, adding value beyond strictly legal advice.

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Structured Real Estate Transactions

Large-scale real estate construction projects involve complex structured financing where the financing stack may involve many layers including equity, preferred equity, convertible debt, preferred debt, subordinated debt, mezzanine financing, multiparty trust deeds, EB-5 financing, municipal and public contributions, bridge financing, construction financing and more.

My groups can facilitate each of these funding vehicles and can make introductions to the “best of breed” in each category. We not only help structure the deal, but can bring the right groups to the table, and generate the required legal documentation.

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Business Litigation

Litigation is a business decision. We avoid a “win at all costs” mentality. We strive to keep all options open to resolve matters as quickly and inexpensively as possible delivering the best business result.

Nevertheless, when litigation is the only option, we are well-equipped to conduct litigation at the highest level with superior results. The key to successful litigation is persistence, focus, intensive investigation, and the ability and willingness to pursue a case all the way to a jury verdict when necessary.

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