Practice Areas

The firm was founded to fill a specific void. We provide high-end legal representation to small and mid-cap, publicly traded companies and private companies that are generally not deemed as priority clients for larger, impersonal law firms.  Moreover, larger firms tend to be less familiar with the myriad of small-business-specific securities rules and regulations or the unique market place of the Nasdaq, the NYSE American or the over-the-counter trading market.  We provide full-service business representation from entity formation, corporate finance transactions, IPO’s and other forms of going public transactions, mergers and acquisitions, and ongoing SEC filings, transactional work and daily corporate operations.

We unite time-tested dedication with extensive legal experience to provide our corporate clients with superior legal representation. Anthony L.G., PLLC provides efficient expertise from a highly responsive staff to serve our entrepreneurial and growth-stage clientele.

Securities Law

Representation of Public Companies

Representation of public companies generally includes advice and compliance with the Securities Act of 1933 (“Securities Act”) offer, sale, registration and exemption requirements including related to private and public offerings (including IPO’s, direct listings; tender and exchange offers; security token offerings; private placements and PIPE transactions); compliance with the registration and reporting requirements of the Securities Exchange Act of 1934 (“Exchange Act”); state corporate and securities laws compliance; assistance with corporate governance and compliance with the listing requirements of the OTC Markets or a national exchange such as Nasdaq or the NYSE American; and all forms of corporate finance transactions.

In particular, areas of representation under the Securities Act of 1933, as amended, include but are not limited to:

• The preparation of initial public offering documents such as an S-1 registration statement and subsequent filing and clearing of such registration statement with the SEC for both initial and follow-on offerings
• The preparation and filing of offering circulars under Tier 1 and Tier 2 of Regulation A and subsequent filing and clearing of comments with the SEC
• Preparation of S-3 registration statements and take-downs of shelf offerings
• Preparation of employee stock option plans and S-8 registration statements
• Preparation of S-4 registration statements in relation to mergers and acquisitions and exchange and tender offers
• The preparation and filing of state registration statements under Rule 504 and subsequent filing and clearing of such registration statement with the subject state
• The preparation of offering documents under a securities registration exemption such as Rules 506(b) and 506(c) of Regulation D or Section 4(a)(2)
• Re-sale private offerings under Section 4(a)(7) of the Securities Act
• The preparation of offering documents under new Section 4(a)(6) related to crowdfunding and subsequent filing requirements with the SEC
• The preparation of relevant documents and assistance with the exemptions found in Section 3 of the Act including the intrastate exemption found in Section 3(a)(11) and general conversion found in 3(a)(9)
• State blue sky compliance for both public and private offerings
• Advise and consult and preparation of opinion letters relating to the Rule 144 and Rule 144A safe harbors for selling unregistered securities

In particular, areas of representation under the Securities Act of 1934, as amended, include but are not limited to:

• Assistance with the preparation and filing of annual, quarterly and periodic filings including forms 10-K, 10-Q and 8-K
• Preparation and assistance with the filing of a Form 10 or Form 8-A registration statement
• Assistance with officer and director filing requirements including Forms 3, 4 and 5 under Section 16 and Forms 13D and 13G under Section 13
• Preparation of and assistance with completing the proxy rule requirements, including a 14A notice of special or annual meeting and 14C information statement
• Compliance with the tender offer rules under Section 14(d)
• Regulation FD compliance regarding information to the public and corporate communications
• Advise and consult regarding insider trading rules

Nasdaq and NYSE American Listing and Continued Listing Requirements

• Preparation of and assistance with listing applications for Nasdaq and the NYSE American
• Preparation of policies and procedures and advice and counsel to ensure compliance with corporate governance requirements
• Compliance with the Exchange’s 20% rule related to shareholder approval of certain unregistered issuances of securities
• Compliance with the filing of ongoing notice and LAS (listing of additional securities) requirements
• Interfacing and liaising with Nasdaq or the NYSE American related to ongoing listing compliance and transactional approvals

Areas of representation under the state corporate and securities laws include but are not limited to:

• Complying with state law, board and shareholder regulations for amendments to the articles of incorporation
• changes to corporate documents and bylaws and notices of actions and meetings
• Notices to shareholders of actions taken by consent
• Quorum and voting requirements
• Anti-takeover and other poison pill options
• Capitalization structures including designating and properly documenting different series of common and preferred stock
• Minority shareholder rights including rights of dissention and appraisal
• Blue sky requirements related to offerings and quotation of company securities

Areas of representation relating to compliance with the rules for quotation in the OTC Markets, including OTCQB and OTCQX, include but are not limited to:

• Meeting current information and disclosure requirements
• Acting as a sponsor and OTC advisor for domestic and international listings  on the OTCQB and OTCQX
• Review of disclosure materials and preparation of attorney representation letters
• Assistance in meeting the requirements of the various OTC market tiers
• Assistance in meeting the FINRA requirements for corporate changes including name changes, reverse and forward splits
• Facilitating a smooth change in management and updating the over-the-counter market on such changes

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.

Areas of representation relating to FINRA and DTC compliance include:

• Assistance in meeting the FINRA requirements for corporate changes including name changes, reverse and forward splits
• Assisting with transfer agent and DTC requirements for the clearance and trading of securities
• Preparation of supporting documents, corporate history narratives and legal opinions for both FINRA and DTC

Crowdfunding

This firm’s lawyers provide advice on every aspect of crowdfunding, including:

• Preparation of issuer offering documents meeting the requirements of Regulation Crowdfunding
• Advising on offering structure
• Preparation and assistance in filing the SEC post offering reporting requirements;
• Advising funding portals and intermediaries on compliance with federal regulations
• Monitoring and advising issuers and funding portals on state regulations impacting crowdfunding
• Monitoring and advising issuers and funding portals on potential and emerging secondary markets related to crowdfund equity holders

Mergers and Acquisitions

The firm’s corporate lawyers provide advice on every aspect of mergers and acquisitions, including forward and reverse mergers and asset sale transactions.   We have a robust M&A practice representing both private and public companies in their transactions.  Our firm prepares all related deal documentation as well as necessary SEC filings (for example, a super 8-K for a SPAC or shell-related transaction; an S-4 for an exchange or tender offer transaction; Schedule TO; 8-K’s; Schedule 14A or 14C related to shareholder approvals and insider filings under Sections 13 and 16) and shareholder and board meeting notices and consents. Our attorneys have completed over 600 M&A transactions valued in the billions of dollars.  We urge you to review our representative transactions page for more information.

Private Placement Memorandums (PPM’s)

There is no substitute for experience when it comes to Private Placement Memorandums (PPM’s). Our securities attorneys have created PPM’s for start-up companies as well as multimillion-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, as amended and applicable state regulations.

Our firm has become an industry leader in exempt securities token offerings utilizing the new blockchain technology.  We can assist in all forms of offerings using this technology to sell fractional ownership interests and rights in a whole company, a division or line, an asset, a product line or a revenue stream.

We combine professionalism and attention to detail to provide our clients with the best possible work product, whether they are embarking on a 504 or 506(b) or (c) Reg D offering or Section 4(a)(2) PIPE (private equity into public entity) financing or any other exempt financing.

Registration Statements; Initial and Secondary Public Offerings (IPO’s)

Securities regulations are constantly changing as is the SEC, court and other regulatory bodies’ interpretations of existing regulations. It is imperative that the securities law practitioner stay abreast of these changing regulations and interpretations by the SEC and other governmental bodies. The most important aspect of an offering is the registration statement. In addition to setting forth relevant information regarding a company and its offering, the contents of a registration statement can provide a defense to claims of fraud or misrepresentation and conversely can create strict liability on company officers and directors for omissions and inaccurate or negligent representations.

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. We work to assure absolute SEC compliance in regard to various disclosure issues.
Regulatory compliance is our first and foremost consideration, and our attorneys provide comprehensive follow-through advice and counsel after the deal is funded. Our firm assists in the preparation and filing of all registration statements, including S-1’s, S-3’s, S-4’s, S-8’s and Form 10’s.

Corporate Law

Business Transactions
In addition to taking private companies public, standard business transactions include but are not limited to the purchase and sale of business entities; negotiating and preparing commercial lease transactions; consignment transactions; licensing and distribution agreements; equipment leases; business loans, including bank loans and other credit facilities; employment agreements; finance agreements and contracts which encompass daily business operations. Our attorneys prepare all forms of transaction and operational documents for businesses. As requested by the client, our attorneys can also undertake thorough due diligence for business transactions as well.

General Corporate Counsel

It is necessary 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, documenting contracts and transactions with board minutes; having yearly shareholder meetings; providing yearly and periodic reports to shareholders and advising officers, directors and shareholders on their rights and responsibilities.

Regulatory and Compliance

The firm provides counseling and conducts internal company investigations to assist senior executives in eliminating 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.

Contracts, Shareholder & Operating Agreements

The firm provides all documents pertaining to practical business relationships, including:

• Corporate Formation
• Entity Choice
• Shareholders Agreements
• Operating Agreements
• Compensation Agreements
• Confidentiality Agreements
• Sales Manufacturing and Supply Agreements
• Technology Licenses
• Licensing and Distribution Agreements
• Purchase Agreements (for both products and services)
• Consulting Agreements
• Manufacturers Representative/Sales Agent/Dealer Agreements
• Distribution and Consignment Agreements
• Equipment Leases

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.

Limited Liability Companies (LLC’s) are formed in all states as well. We also form:

• Limited Partnerships
• Limited Liability Partnerships
• General Partnerships