Corporate Finance & Securities
We have counseled clients on the acquisition, sale and financing of various ventures, including a plastics company, an Internet b2b supply company, and an aviation safety company, among others. We have successfully structured complex business and financial transactions, including a cogeneration plant, a teleport, a sailboat company, diversified pools of real estate, and privatized a state licensed off-track betting system. We counsel both the start-up business entrepreneurs and the established company.
Our clients include manufacturing companies, technology-based businesses, professional service corporations, family owned businesses, distribution companies, and other large and small businesses.
Mergers and Acquisitions
We counsel clients on stock or asset acquisitions and mergers, joint ventures, and the sale and financing of these ventures. Through diligence and legal documentation of the transactions, we provide prudent protection to our clients on a cost effective basis. We have successfully guided our clients through many types of business and financial transactions, including the purchase and sale of professional practices, restaurants, and many other small and large businesses. Sample transactions have included:
- $395,000 acquisition of interest in sheet metal company;
- $810,000 acquisition of timber log building company;
- 20,000,000 acquisition of an off-track betting system, including tangible and intangible assets, from a state authority;
- $5,300,000 acquisition of propane distribution company.
Securities
Members of our Firm have extensive experience in the private placement and public offering of common and preferred stock, debentures, limited partnership interests and other financing instruments. We have assisted clients in private offerings under Regulation D and offshore offerings under Regulation S, ranging from syndicated offerings of equity interests in hotels to technology and manufacturing companies. These financings have involved both so-called "angel investors" and venture capital funds. Financing structures have included common and preferred stock with anti-dilution protections, and other typical venture capital documentation, including shareholders and registration rights agreements, warrants, and option arrangements. We also have represented publicly traded entities with respect to the registration of publicly offered securities. We have taken a company public by way of listing on the American Stock Exchange and a secondary public offering registered with the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933.
We provide counsel on general securities matters, including periodic reporting to the U.S. Securities and Exchange Commission, and beneficial ownership and reporting for acquisitions under Sections 13d and 16a of the Securities Exchange Act of 1934. We also assist clients with investor public relations and the preparation of annual reports, proxy statements for annual meetings, and other matters.
Rule 144 Opinions
The Firm is familiar with the requirements of Rule 144 and can assist shareholders and their brokers with the sale of restricted securities.
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