It takes more than a top corporate law firm or experienced SEC attorney to prepare an effective registration statement or Private Placement Memorandum (PPM), complete a complex reverse merger, close a technical commercial transaction, assist a Company with meeting the quotation standards of the OTCQB, or effectively perform as ongoing corporate counsel for small, publicly traded companies.
Effective legal representation can only be provided by a securities law firm that understands business itself, not just the laws that govern it. While other corporate law firms specialize in business theory, we focus on practical business applications.
Legal & Compliance, LLC is a multifaceted corporate and securities law firm. Our firm assists clients in all aspects of their commerce; including reverse mergers, registered public offerings, compliance with the over the counter market trading platforms such as OTCQB, forming limited partnerships and partnership agreements, forming limited liability companies and operating agreements, strategic planning in response to unique management and ownership issues, commercial litigation, and broad-scope legal services.
We at Legal & Compliance understand business and offer unique legal services to small and mid-size private and publicly-traded companies, entrepreneurs, and business professionals.
We are, without a doubt, the big firm alternative.
Emphasis On Avoiding Problems; Not Just Solving Them
We are more than just corporate and securities attorneys focusing on small, publicly traded companies. The firm provides comprehensive legal services and counsel for general corporate operations, business transactions, corporate law, corporate finance, regulatory, SEC and FINRA matters, and all aspects of document preparation. We maintain a legal as well as business perspective; focusing on avoiding problems, not just solving them.
Legal & Compliance serves a national client base of private and publicly traded companies (litigation matters are solely handled in Florida). Whether the client Company is located in Los Angeles, Dallas, Chicago, New York or Miami, they all receive the same superior legal service at the same rate as our local, Palm Beach clients.
Our experience in working with small, publicly traded companies is only exceeded by our ability to adapt. As the economic and regulatory landscape changes, so do we. Our firm is constantly evolving in order to stay abreast of regulatory changes and trends in the industry.
Over the Counter Market Compliance
The Over the Counter Market has developed several tiers of quotation with increasingly higher reporting requirements (pink sheets, OTCQB and OTCQX); the self regulatory agencies governing over the counter trading activity have also evolved with the NASD becoming FINRA joining oversight of the New York Stock Exchange and the Over the Counter Market into a single self regulatory body; the SEC has issued new interpretative guidance on Rule 415 for shelf registrations; Rule 144 has been amended; new guidance on broker dealer registration and finder’s fees have issued; and most recently the Frank-Dodd Act has impacted all areas of securities laws, including the definition of an accredited investor.
Small public companies that trade on the over the counter market must deal with a fluid and constantly changing regulatory environment. Our job is to keep current with these matters so that our clients may do likewise.
Legal & Compliance ensures that each client receives the superior legal service they deserve by limiting the number of assignments we accept at any given time. Legal & Compliance respects entrepreneurs and their need to have competent counsel to complete mergers and acquisitions, stay current with all state and federal securities rules and regulations, state and financial industry reporting requirements, comply with FINRA rules and regulations which could effect the trading in a client’s stock and prepare and/or review contracts, agreements and transactions in the ordinary course of business.
Legal & Compliance can help you complete a reverse or forward merger; engage in an initial or secondary public offering; complete private offerings; complete semi-public offerings under Rules 504 or Regulation A; comply with the over the counter market disclosure requirements; and complete capital or name changes and comply with FINRA requirements regarding same.
As necessary, various legal specialists are utilized to assist us in matters of corporate law and commercial litigation.
FINRA Compliance
FINRA is the self regulatory body which overseas trading on the over the counter market. On the most basic level, FINRA issues trading symbols to company’s trading on the over the counter market (including the pink sheets, OTCQB and OTCQX). Public companies are also required to notify FINRA and submit to FINRA for processing, certain corporate restructuring and actions, such as forward and reverse splits, name changes, mergers and redomiciles. FINRA performs an in-depth review of these corporate actions and requires that detailed information and forms be submitted at least ten days prior to the subject action (FINRA charges a substantial late fee for failure to comply with this rule). Legal & Compliance keeps abreast of FINRA’s requirements and forms to assist its clients in a smooth process.
Business Law Practice Areas Include:
- Matters of corporate and securities law, including business entity formation, mergers & acquisitions (including S-4 registration statements), operations, business transactions and corporate finance transactions
- Reverse mergers, Initial public offerings, direct public offerings, and secondary public offerings including the completion of S-1 registration statements
- Private placement memorandums, limited liability company agreements, employment contracts, operating agreements, asset and stock purchase agreements, distribution and franchise agreements, limited partnership agreements
- Regulatory and compliance matters, including SEC and FINRA matters
- Public company compliance including Securities Exchange Act of 1934 filings, including 8-K’s, 10-Q’s and 10-K’s
- Securities arbitration and litigation and commercial litigation
