Counsel Throughout The Organization’s Life Cycle
The firm serves as a trusted advisor to owners and entrepreneurs of closely-held, small and mid-sized businesses throughout the entire life cycle of the organization, from entity choice at inception, to raising capital for growth, to day-to-day governance, to doing deals, to succession planning and exit strategies. We focus on the business objectives of our clients to help them achieve their goals in a complex and changing regulatory environment by the delivery of timely, value-added, committed legal service.
The firm recognizes that there are unique challenges involved in owning and running a closely held or family owned business, including developing an effective management team, seizing on growth opportunities and assembling a well-integrated group of outside professional advisers. These challenges are often met in an environment where capital and human resources may be limited. The firm recognizes that our clients’ legal issues frequently demand our focus beyond standard work hours and work days. We endeavor, therefore, to remain accessible and responsive beyond the conventional work week where transaction timeliness demands. The firm draws upon its multi-disciplinary professional experience in accountancy, taxation and the law to provide an integrated set of legal services for our business clients.
Entity Choice
The firm assists founders and organizers with the identification and selection of proper entity choice to house their budding business concepts, from both state law organizational and operational perspectives, to federal income taxation analysis and regulatory angles, to prospective growth capital needs, all elements go into the selection mix.
Governance
The firm counsels businesses, corporations, limited liability companies, partnerships and other organizations on anticipating and minimizing the complex conflicts that arise from operation of small and mid-sized businesses. A multidisciplinary business and legal background affords the firm a unique perspective to provide individually-tailored solutions for clients navigating the sometimes emotional disputes that can develop between majority and minority owners and their businesses and that affect closely-held businesses. The firm addresses and consults with our clients on various issues involving shareholders, members, partners, and co-venturers to craft their governing documentation to not only document the framework of their operations, but also with a view toward the avoidance or reduction of the likelihood for conflict, including governing body deadlock avoidance mechanisms, majority versus majority stakeholder disparity of interest resolution, exit strategies for cases in which no market for the public trading of ownership exists and controversy settlement mechanisms for resolution short of judicial intervention.
Financing Growth
The firm advises privately held organizations on mergers, acquisitions, restructurings, and commercial finance, as well as in connection with private equity offerings. Whether in connection with the initial raise of formation capital, the acquisition of operating assets or for growth through acquisition of existing or competitive businesses, we advise clients in the full spectrum of organizational, capital and finance.
Entity Choice, Formation and Governance
Private Equity Capital
The firm has represented entrepreneurial clients for nearly two decades in the offering of their debt or equity securities as a way to raise capital in the private equity market in connection with our corporate practice. Clients chose this avenue of financing as a lawful way to avoid the expense and delay of registering their securities with the Securities and Exchange Commission (SEC) under the Securities Act of 1933 (’33 Act) to enable their access the U.S. public capital markets.
The firm structures private equity transactions to avail our clients of certain exemptions from registration of their securities under the ’33 Act, commonly through transactional exemptions found both under the ’33 Act and Regulations D and S of the SEC. These transactions require knowledgeable practitioners to navigate the complex body of federal and state securities statutes, regulations and case law – most commonly, our clients rely on transactional exemptions, which require careful documentation in Offering Memoranda, or Private Placement Memoranda, under the following SEC regulations, chosen according to the amount of capital to be raised, (Reg D Private Placements):
- Rule 504 Securities Offerings
- Rule 505 Securities Offerings
- Rule 506 Securities Offerings
Recent legislation known as the Jumpstart Our Business Startups Act (JOBS Act) have provided even greater flexibility and lower compliance hurdles for small business seeking to tap into the private equity marketplace through Reg D Private Placements. Please see JOBS Act in our blog.
The firm also acts as Of Counsel with a local securities law boutique firm which specializes in all nature of public equity transactions, including initial public offerings under the ’33 Act and registration of such issuers under the Securities and Exchange Act of 1934.