Securities Attorney Laura Anthony is the founding partner of Legal & Compliance, LLC, a national corporate, securities and business transactions law firm. For 23 years Ms. Anthony has focused her law practice on small and mid-cap private and public companies, the OTC market, NASDAQ, NYSE MKT, going public transactions, mergers and acquisitions, private placement and corporate finance transactions, Regulation A/A+, Exchange Act and other regulatory reporting requirements, FINRA and DTC requirements, state and federal securities laws, crowdfunding, general corporate law and complex business transactions.
Ms. Anthony and the Legal & Compliance team have represented issuers, buyers, sellers, underwriters, placement agents, investors, and shareholders in mergers, acquisitions and corporate finance transactions valued in excess of $1 billion. Legal & Compliance has represented in excess of 200 corporate vehicles and private entities in reverse merger, initial public offering and direct public offering transactions.
Attorney Laura Anthony and her experienced legal team provides ongoing corporate counsel to small and midsize private companies, OTC and exchange traded issuers as well as private companies going public on the NASDAQ, NYSE MKT or over-the-counter market, such as the OTCQB and OTCQX. For nearly two decades Legal & Compliance, LLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances.
The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, S-8 and S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; Regulation A/A+ offerings; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including NASDAQ and NYSE MKT; crowdfunding; corporate; and general contract and business transactions.
Attorney Laura Anthony and her firm represents both target and acquiring companies in reverse mergers and forward mergers, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. Ms. Anthony’s legal team prepares the necessary documentation and assists in completing the requirements of federal and state securities laws and SROs such as FINRA and DTC for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile.
Ms. Anthony is an approved PAL and OTC Markets Advisor with OTC Markets Group, the creator and author of SecuritiesLawBlog.com, the security industry’s leading source for news and information, included in the ABA Journal’s “10th Annual Blawg 100,” the producer and host of LawCast.com™, The Securities Law Network, and a contributing blogger for The Huffington Post. Attorney Laura Anthony is recognized by Martindale-Hubbel as one of America’s Most Honored Professionals and the recipient of the Martindale-Hubbel Distinguished® Rating.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community and charities including the Cystic Fibrosis Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, and Kravis Center for the Performing Arts. She is also a financial and hands-on supporter of Palm Beach Day Academy, one of Palm Beach’s oldest and most respected educational institutions. She currently resides in West Palm Beach with her husband and daughter.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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John Cacomanolis is an experienced general commercial lawyer, with an extensive background in mergers and acquisitions (having completed over 400 individual M&A transactions), joint ventures (ranging in size from a few million to over $25 billion), securities compliance, capital-raising, shareholder and board compliance, private equity firm formations and operations, and both public and private company operations.
Prior to joining Legal and Compliance, from 2007 to 2015 Mr. Cacomanolis was a Partner and General Counsel at Grain Management, LLC, a private equity firm based in Sarasota, FL and Washington, D.C., which focused on investments in the telecommunications industry. At Grain, he was part of the team that took the company from start-up mode to almost $1B in AUM. He managed all legal functions for the company and its subsidiaries, including, with the CEO and CFO, development and implementation of the strategic plan for the company’s operations and growth. He oversaw all HR matters, partnership agreements, etc., and had primary responsibility for the firm’s investment/asset acquisition program; including the sourcing, evaluation, due diligence and financial modeling of properties and investments and the day-to-day operations following acquisition.
From 2004 to 2007, Mr. Cacomanolis was Associate General Counsel at Global Signal, Inc., an NYSE-listed company which owned and operated cellular communication sites. At Global Signal he had primary responsibility for the company’s 1933 Act and 1934 Act compliance, as well as its M&A function and oversight of Internal Audit, and also general corporate matters and operations. During such time he helped grow Global Signal’s asset base by 300%, and oversaw the merger of the company into a larger competitor.
Prior to Global Signal, Mr. Cacomanolis was with the law firm of LeBoeuf, Lamb, Greene & MacRae, L.L.P., from 1999 to 2004, mainly based in its New York City offices, but also working in Washington, D.C.; Jacksonville, FL; London, England and Riyadh, Saudi Arabia. At LeBoeuf, Lamb, Mr. Cacomanolis focused on all facets of corporate and transactional practice, mainly for clients in the energy and the internet/communications industries, including dozens of U.S. and international mergers and acquisitions and joint ventures, as well as IPOs and secondary stock and debt offerings.
Mr. Cacomanolis earned his B.S. from Florida State University in 1996 (With Honors, Phi Beta Kappa), and his J.D. from New York University School of Law in 1999, where he was a Note and Article Editor for the Journal of International Law and Politics. He is admitted to the Bars of New York and Florida.
Chad Friend, Esq. is currently one of the most versatile and experienced Partners at Legal & Compliance, LLC. Mr. Friend is a graduate of the University of Central Florida (B.S. 2010), where he majored in Legal Studies and interned at a private law firm. Mr. Friend received his law degree from Nova Southeastern University Law School (J.D. 2013, Cum Laude). He interned for several private law firms while in law school, and earned CALI High Grade Awards (Book Awards) in Securities Regulation, Corporate Finance, Antitrust Law, Civil Pre-Trial Practice, and Federal Jurisdiction.
In 2013, Mr. Friend moved to Washington, D.C., and obtained a Masters of Law in Securities and Financial Regulation from Georgetown University Law Center (LL.M. 2014, With Distinction). Mr. Friend served as the Vice President of the Securities and Financial Law Organization, and earned a CALI High Grade Award in Fraud and Fiduciary Duties Under the Federal Securities Law. While living in Washington, D.C., he was selected to work in the Division of Enforcement at the U.S. Securities & Exchange Commission headquarters, pursuant to their honors legal externship program. While working at the S.E.C., Mr. Friend assisted in the investigation of financial fraud, unregistered offerings of equity securities and municipal bonds, and other potential violations of the federal securities statutes and regulations. He also reviewed public company disclosure filings, and assisted in taking testimony from a defendant in an investigation of unregistered securities offerings.
Mr. Friend is admitted to practice in the State of Florida. He attended the Annual Federal Securities Institute Conference for the past two years (2013 and 2014), and the Securities Enforcement Forum 2013 Conference. He is a member of the ABA Business Law Section, as well as the ABA Administrative Law and Regulatory Practice Section. Mr. Friend resides in Palm Beach County with his wife and two sons.
Mr. Rothstein has held senior legal positions in a number of public companies in addition to his experience in the private practice of law. At CD International Enterprises, a U.S.-based company that produces pure magnesium in China and provides business and financial consulting services, Mr. Rothstein was responsible for Securities and Exchange Commission compliance work, mergers and acquisitions, drafting and negotiating a wide variety of contracts and managing litigation.
At Elizabeth Arden, a global prestige fragrance and beauty products company with operations in over 17 countries, Mr. Rothstein supported major business units in negotiating customer and product supply agreements, license, distribution, marketing, logistics and information technology agreements. Mr. Rothstein successfully completed several mergers and acquisitions, and was responsible for SEC compliance and reporting and public debt and equity offerings.
Previously, Mr. Rothstein worked in the legal department at the Sports Authority, the nation’s largest full-line sporting goods retailer, operating over 385 stores throughout the United States. Mr. Rothstein was involved in the negotiation of vendor supply agreements, marketing and sponsorship agreements and providing strategic legal advice and support on a wide range of other contracts, SEC matters, litigation and the successful $1 billion merger with Denver, Colorado-based Gart Sports.
Mr. Rothstein was the general counsel at Daleen Technologies, a billing and customer care software provider for which he supported an international sales team in the negotiation of software license and service agreements. In addition, Mr. Rothstein was responsible for general corporate matters that included drafting employment and non-compete agreements, human resources compliance, patent and trademark management, SEC compliance and litigation matters.
Mr. Rothstein was also the general counsel at Let’s Talk Cellular & Wireless, a specialty retailer of wireless communication products and services that operated over 270 stores in the United States. Mr. Rothstein negotiated commercial leases, joint venture agreements, sales agency agreements, intellectual property, technology license and operating agreements, and numerous acquisitions of retail store chains, and oversaw the real estate, legal and construction departments during a period of rapid growth.
While in the private practice of law, Mr. Rothstein has represented corporations, partnerships and entrepreneurs in general business transactions, raising capital, real estate sales and leasing, mergers and acquisitions, and commercial litigation, and represented high-net-worth individuals in estate planning.
Prior to entering private law practice, Mr. Rothstein was a law clerk with the U.S. Securities and Exchange Commission. Mr. Rothstein earned his Bachelor of Science in Accounting from Florida State University and his Juris Doctor Degree from Nova Southeastern University Law School.
Mr. Rothstein is a member of the Florida Bar and is a past president, treasurer, secretary and board member of the Association of Corporate Counsels South Florida Chapter, a corporate bar organization with over 350 members in Miami-Dade, Broward and Palm Beach Counties in the state of Florida.
Attorney Pearl J. Hahn negotiates mergers and acquisitions and drafts all corresponding documents for complex corporate transactions. Ms. Hahn is experienced in all aspects of capital markets transactions, private equity and leveraged finance.
Ms. Hahn has advised a major Latin American-based telecommunications company during the acquisition process, analyzed and provided summaries of organizational documents and financial statements, drafted letters of intent and term sheets detailing key business points and implemented management and shareholder comments.
She has represented investment banks in underwriting, structuring, and syndicating senior secured credit facilities, revolving facilities, and unsecured loans in connection with leveraged buyouts conducted by private equity sponsors, represented investment banks in connection with syndicated loans, drafted, negotiated and reviewed commitment papers, term sheets, and financial documentation.
Ms. Hahn possesses expansive experience in corporate finance and now identifies and analyzes business and legal issues as they pertain to a wide variety of multifaceted corporate dynamics.
Attorney Pearl Hahn graduated cum laude from Georgetown University and earned her law degree from Cornell University.
Paula A. Argento, Esq., provides transactional, regulatory, and corporate consulting to financial institutions, investment banks, national associations, and to domestic and international companies transacting in the global marketplace. She has advised publicly and private held companies on a wide range of securities and reporting transactions (Reg A filings, Reg D 506(c) crowd fundings, S-1s, 10Ks, “super” 8-Ks, proxies, reverse mergers and PPMs), debt and equity financing, restructuring (bankruptcy and non-bankruptcy), merger and acquisitions, international contracts and joint ventures, licensing, and finance issues. She is a trusted advisor to executive management and corporate boards on transactional, compliance, corporate governance, strategic planning, regulatory and operational matters.
Ms. Argento is a graduate of Boston College (BA, Magna Cum Laude) where she received the John R. Betts Award for an Outstanding History Student. Ms. Argento holds a law degree from the Catholic University of America (JD), and a Master’s degree in Banking and Finance Law (LLM) from the Boston University Law School. She earned a 2014 Certificate from Cornell School of Hotel Administration for Hotel Real Estate Investment and Asset Management.
Ms. Argento served as a staff counsel to the US Senate Judiciary Committee for Senator Howell Heflin, providing legislative counsel on a wide range of the Committee’s jurisdictional issues, including bankruptcy, antitrust and US Supreme Court nominations. Her past law firm affiliations include Hennessey, Stambler and Siebert, a cutting edge Washington, DC communications and entertainment law firm, where she was top billing and managing associate, and DeMartino, Finkelstein, Rosen and Virga, a Washington, DC preeminently rated securities and corporate law firm. She has served as an Advisory Board Member to to the Boutique & Lifestyle Lodging Association since 2014.
Craig D. Linder, Esq. is an experienced general corporate lawyer with expertise in securities law, corporate governance and mergers and acquisitions matters. Prior to joining the firm, Mr. Linder headed the Securities Finance & Compliance practice group at Rasco Klock Perez & Nieto P.L., a prestigious full-service law firm, after working at various large international law firms such as Squire, Sanders & Dempsey L.L.P., Steel Hector & Davis LLP (which merged with Squire Sanders in 2005), and Dewey & LeBoeuf LLP as a corporate, securities and finance partner for 6 years and as a corporate securities associate for 5 years. Throughout his legal career, Mr. Linder has represented start-ups, early stage, emerging growth, mid-stage and Fortune 500 companies (such as NextEra Energy, Inc., Office Depot, Inc., Ryder Systems, Inc., J.P. Morgan Chase & Co., and Abbott Laboratories) in their business transactions.
In his role as a corporate lawyer, Mr. Linder has been responsible for Securities and Exchange Commission compliance and reporting, a variety of public debt and equity offerings and numerous mergers and acquisitions. He has also assisted clients in listing and maintaining their securities on the NYSE and NASDAQ as well as preparing and maintaining the required corporate governing committee charters. Furthermore, Mr. Linder has assisted clients with the registration of debt, equity and complex hybrid securities with the SEC as well as closing more than US$11 billion in public and private debt, equity, convertible and complex hybrid security offerings. Moreover, he has assisted clients in drafting executive compensation and benefit plans, such as stock-based incentive plans, dividend reinvestment plans, direct stock purchase plans, and shareholder rights plans and registering the securities offered under such plans.
Mr. Linder has provided legal advice and services to issuers of securities and venture capitalists. His legal services as to venture capital financing included representation of clients in connection with initial negotiations, counseling clients with respect to terms and conditions of an anticipated financing, drafting, reviewing and negotiating term sheets, conducting due diligence, and drafting, reviewing and negotiating all venture capital transaction documents, including common stock purchase agreements, preferred stock purchase agreements, investor rights agreements, right of first refusal and co-sale agreements, voting agreements, warrants, note purchase agreements, and other documents and agreements related to the venture capital financing.
Mr. Linder earned his law degree from Loyola Law School, Los Angeles and a Masters of Law in Corporate Taxation from New York University School of Law. He is also a member of the Florida, New York and California State Bars. He was named a Top Deal Maker in 2008 by the Daily Business Review and holds a Martindale-Hubbell AV rating.
Peter P. Lindley is a Florida attorney with a diverse professional background in corporate law and governance, federal and state securities law, business taxation, and real property transactions and title insurance. Mr. Lindley has structured negotiated and documented large asset and equity conveyance and finance transactions, including treatment of associated federal and state regulatory laws compliance matters, in such transactions as corporate mergers and acquisitions, equity and asset acquisitive and dispositive transactions and transactions securitizing financial assets for remarketing on the secondary market to private and institutional investors.
Additionally, Mr. Lindley has represented clients in a variety of entrepreneurial transactions, including both personal property and real property conveyance and finance transactions, and documenting collateral security interests in the financing thereof under the Uniform Commercial Code and other relevant statutory schemes. Mr. Lindley is also a title agent with Attorneys Title Insurance Fund and has been involved in the resolution of various complex title insurance issues necessary to facilitate the conveyance of marketable title in client real property transactions.
Finally, Mr. Lindley has represented individual and entrepreneurial clients in planning and documenting the succession of their businesses and personal estates, including through use of partnerships and limited liability companies, as well as wills and trusts. In certain trust and commercial litigation matters, Mr. Lindley has been involved in supporting the resolution of complex legal issues for both defendant and plaintiff clients.
Mr. Lindley holds an MBA degree, his license as a Florida Certified Public Accountant, and for the decade prior to embarking on his legal career, practiced in public accountancy for two Big-4 CPA firms, as well as the Chief Financial Officer for one of those firm’s clients involved in real estate development and agribusiness, and, thereafter, as CFO for one of the largest, now publicly traded, commercial real estate services companies in the United States. Mr. Lindley is admitted to practice before the Southern District Court of Florida where he previously represented clients under Chapters 7, 11 and 13 of the federal Bankruptcy Code.
Stuart Reed, Esq., has worked with Legal & Compliance, LLC in an of counsel capacity since 2004. Reed possesses a wide variety of business law experience. He is also an experienced litigator and his additional practice areas include, but are not limited to; Family Law, Business Law, Immigration Law, Personal Injury Law, Real Estate Law and Mediation. Attorney Stuart Reed is certified by the Florida Supreme Court to handle Circuit, County and Family Court Mediations.
Qualifications and Credentials
Stuart Reed, Attorney and Mediator Licenses and admissions: Admitted to Florida Bar since 1992 Admitted to practice in the United States District Court for the Southern District of Florida Certified by the Florida Supreme Court for Circuit, County and Family Court mediations Education: Florida State University College of Law (J.D., 1992) University of Virginia (B.A., environmental sciences, 1988) North Miami Beach Senior High (1984) Additional educational credentials: Hebrew University of Jerusalem One Year Program for Overseas Students (1986-1987) Summer Seminar on Law and Institutions of the European Union, Universite Libre de Bruxelles (1991) Additional credentials: Member of Greater Hollywood Chamber of Commerce Leadership Program XXXVI Member of City of Hollywood Small Business Enterprise program Board Member, Environmental Coalition of Miami Beach Board Member, Miami Beach Historical Association Former Chair of Miami Beach Marine Authority Former Chair of Sierra Club’s Miami Group Former Political Issues Chair, American Immigration Lawyers Association, South Florida Chapter Former Miami-Dade County pollution control inspector.