Legal
& Compliance, LLC provides broad corporate and securities legal
services to a national client base. Brand new companies as well as established
public corporations receive experienced corporate counsel for transactional
work and daily corporate operations.
We
unite time-tested dedication with extensive legal experience to provide
our corporate clients with superior legal representation. We operate
as the one of the most dollar-effective general corporate counsel available
today by getting to know our clients' businesses thoroughly. Consequently,
we provide the personalized services and prompt results of in-house
counsel without the inherent costs.
There is no substitute
for experience when it comes to Private Placement Memorandums (PPM’s).
Our corporate finance attorneys have created PPM’s for start-up
companies as well as multi-million dollar national corporations, exercising
the same degree of care and due diligence in every scenario while respecting
the provisions of the Securities Act of 1933.
We combine professionalism
and attention to detail to provide our clients with the best possible
work product, whether they are embarking on a 504, 505 or 506 Reg D
offering or even PIPE (private equity into public entity) financing
or any other exempt financing. Our attorneys also stand behind their
work, providing follow up counsel throughout the equity raise process
to address any details that may arise.
Mergers
and Acquisitions
The firm's corporate
lawyers provide specialist advice on every aspect of domestic and cross-border
mergers and acquisitions.
On the public side,
we use our extensive expertise and deal experience in advising bidders,
targets and Rule 3 advisers on hostile and recommended bids, including
public to private transactions. Our private equity, banking and corporate
finance expertise enables us to provide creative solutions to acquisition
funding requirements.
Reverse
Mergers
The devil is in
the details especially when it comes to Reverse Mergers. Our corporate
finance attorneys perform due diligence for the acquiring operating
entity on the public shell company being reversed into and provide all
SEC mandated disclosure communications to the existing shareholder base.
We bring the non-reporting
entity current in their reporting requirements and monitor the sale
of insider, Rule 144 restricted stock. We offer corporate officers and
insiders ongoing legal support to ensure absolute compliance with SEC
requirements and the Sarbanes-Oxley Act. Our attorneys are there every
step of the way, from inception to completion, and also direct EDGAR
filings and provide ongoing counsel after the merger is completed.
Initial
Public Offerings (IPO’s)
The IPO process
can indeed be complicated, all the more reason to exercise a high degree
of due diligence when retaining corporate legal counsel. Our legal team
takes many factors into consideration when drafting registration statements
(including SB-1, SB-2 and S-1) and works to assure absolute SEC compliance
in regards to various disclosure issues.
There is simply
no margin for error since the advent of the Sarbanes-Oxley Act. Regulatory
compliance is our first and foremost consideration when structuring
IPO’s and our attorneys provide follow through advice and counsel
after the deal is funded. We can also assist with providing introductions
to investment bankers, investor relations experts and various other
industry professionals.
Real Estate
Investment Trusts (REIT’s)
The real estate
boom continues, affording aggressive entrepreneurs the opportunity to
form Real Estate Investment Trusts, commonly known as REIT’s.
Our attorneys combine a sound working knowledge of the real estate market
with the technical aspects of REIT’s including the applicable
sections of the Securities Act of 1933 (for publicly traded REIT’s).
Our attorneys provide
advice, counsel and document preparation for REITs geared toward institutional
investors, REITs that are offered by financial consultants as an element
of an investment package or even venture capital REITs that may go public
at a future date.
Representation
of Public Companies
Representation
of public companies includes assisting clients with the registration
or exemption from registration requirements under the Securities Act
of 1933, including;
Initial reporting
requirements under the 1933 Act
Continuing
reporting requirements of the Securities Exchange Act of 1934 (e.g.,
annual reports, proxy statements, and Forms 10-K, 10-Q and 8-K, including
EDGAR filings)
Ongoing securities
law compliance (e.g., Form S-8 registration statements, stock repurchase
programs, Rule 144, Section 16 and insider trading issues, and corporate
communications)
We continuously
monitor corporate and securities law developments to advise clients
of pending and recent changes that affect their businesses. The firm
also advises issuers and underwriters in connection with public and
private issuances of debt and equity instruments. Additionally, the
firm has established ongoing relationships with national and regional
investment banking firms and represents issuers with respect to private
transactions as well.
Broker-Dealer
Start Up and Operations
Brokerage clients
range from large regional firms to small broker-dealers to individual
brokers at national wire houses. Services include reviews and audits
of internal procedures such as compliance department operations, compliance
and supervisory procedures and manuals and advice on trading-related
compliance issues. Legal & Compliance has established an area of
expertise in representing individual brokers in employment, regulatory
and customer related issues as well.
In addition to
taking private entities public and assisting in capital raise scenarios,
business transactions include basic buying and selling of business entities;
negotiating and preparing commercial lease transactions; consignment
transactions; equipment leases; business loans, including bank loans;
and contracts which encompass daily business operations. As requested
by the client, our attorneys can also undertake thorough due diligence
for business transactions as well.
General
Corporate Counsel
It is essential
to respect the administrative technicalities of each business entity
in order to ensure continued protection from liability. In addition
to other functions, general corporate counsel responsibilities include
maintaining proper corporate books and records, holding regular board
meetings; documenting contracts and transactions with board minutes;
having yearly shareholders meetings; providing yearly and periodic reports
to shareholders and advising officers, directors and shareholders on
their rights and responsibilities.
Franchising
and Distribution
Franchisors and
distributors operating domestically and internationally rely on Legal
& Compliance for practical, industry-savvy legal advice. Our attorneys
counsel clients who are starting, expanding, buying or selling a franchise
or distribution system. We assist clients to achieve business goals
and, whenever possible, to avoid potential pitfalls such as registration
lapses and expensive, unproductive lawsuits.
Technology,
Intellectual Property & Entertainment Practice
We strive to ensure
that our clients’ work product is protected from unauthorized
use and provide advice with respect to all relevant legal issues and
their implications. We act as corporate counsel on intellectual property
issues, including trademarks, copyrights, trade secrets, and software
licensing.
In many cases our
attorneys prepare Licensing Agreements that act as a strong alternative
to franchise or distribution agreements, and ensure protection of intellectual
property rights including goodwill, patents, trademarks and copyrights.
Legal & Compliance
works with clients to design highly effective strategies for meeting
their technology, intellectual property and entertainment law needs.
Our attorneys perform an in-depth analysis to evaluate our clients’
legal needs and business goals. We then work diligently to develop and
implement innovative legal strategies to achieve those goals efficiently
and cost-effectively.
Regulatory
and Compliance
The firm provides
counseling and conducts internal company investigations to assist senior
executives eliminate potentially unlawful conduct. We evaluate the effectiveness
of internal company policies and procedures that are designed to detect
and reduce negligent or criminal conduct. When appropriate, we make
recommendations to update and enhance these procedures in order to maximize
overall effectiveness.
In instances where
no policies exist, Legal & Compliance will prepare customized personnel
and policy manuals. The firm is accomplished in building Systems of
Supervision as required by NASD Rule 3010 and drafting Written Supervisory
Procedures that are also required by the NASD.
Contracts
& Operating Agreements
The firm provides
all documents pertaining to practical business relationships including:
Shareholders
Agreements
Compensation
Agreements
Confidentiality
Agreements
Sales Manufacturing
and Supply Agreements
Technology
Licenses
Licensing and
Distribution Agreements
Purchase Agreements
(for both products and services)
Business Opportunities
and Franchise Agreements (both state and federal, including Uniform
Franchise Operating Agreements or UFOC)
Our Operating Agreements
(including LLC Operating Agreements) and Shareholders Agreements detail
management structure, rights and responsibilities including;
Voting rights
Income, profit
and loss
Cash distributions
(to whom, when and how much)
Powers of board
vs. shareholders
Restrictions
on transfer of ownership
Rights of first
refusal for transfer of ownership
Ability to
remove or retain officers and directors
Reporting requirements
Rights of descend
and distribution in the event of death
Responsibilities
for maintaining corporate books and financial books
Entity
Formation
Our attorneys are
well-versed in the formation of all business entities, each with their
own set of operating requirements and benefits.
We form Corporations
(both S corps and C corps) in any state. This formation includes the
preparation of and filing of articles of incorporation; bylaws; minutes
and corporate books and seals; also see General Corporate Counsel.
Limited Liability
Companies (LLC’s) are formed in all states as well. Our attorneys
prepare the articles of organization, minutes and operating agreement,
and LLC book with seal.
The attorneys of
Legal & Compliance are experienced in representing clients (both
plaintiff and defense) in a variety of litigation matters including
commercial litigation, real estate litigation, securities litigation,
regulatory matters, and numerous types of broker-dealer litigation,
including customer and restrictive covenant arbitrations. We also represent
investors who have lost money due to stockbroker negligence and fraud.
In cases where
litigation is not the most effective option, our attorneys pursue arbitration
and mediation.
Arbitration
Arbitration (both
NASD and AAA) is often an advisable method of alternative dispute resolution,
assuming this has been agreed upon by the involved parties prior to
the dispute. We are well versed in the arbitration process, particularly
the rules of procedure. Our founding partner, Laura Anthony, is a certified
NASD Arbitrator.
Licensed
Mediation Services
Our firm offers
Licensed Mediation Services in instances when clients wish to avoid
an expensive and protracted litigation. Whenever possible our attorneys
go to work to assist in reaching a mutually acceptable resolution.
