New York, New York, United States
General corporate representation, including drafting and revising organizational documentation, offering documents, including stock purchase and transfer agreements, drafting retail sales agreements and employment agreements, and negotiating loan agreements for IPO issuers. Providing advice on Rule 10b5-1 plans. Advising limited partnerships on offering arrangements, including waterfall provisions. Preparing state documentation for cannabis distribution. Assisting authors with Writers Guild issues.
Advised clients on all aspects of compliance with rules promulgated by FINRA governing conduct of public offerings, in particular, compliance with Rule 5110 (relating to underwriting compensation and fairness of offering terms), Rule 5121 (relating to conflicts of interest), and FINRA new issue rules, filing and obtaining FINRA qualification for public offerings, including initial public offerings, shelf takedowns, closed-end Qualified and / or obtained state exemptions for SEC-registered securities offerings, including initial public, follow-on secondary equity offerings, and Regulation A+ offerings. Ensured compliance with federal and state private placement exemption requirements, including for offers and sales under Rules 506(b) and 506(c) of Regulation D by preparing and submitting Form D to SEC via EDGAR system and with states through Electronic Filing Depositary. Specialized in investment fund and startup company offerings. Advised on registration requirements and potential exemptions for broker-dealers, investment advisers, and their individual representatives, obtaining required approvals for changes of control, mergers, asset sales, mass transfers, and other regulated events. Provided guidance on all aspects of sweepstakes and skill contest regulation, including requirements for raffles conducted by nonprofit entities, drafting compliant rules for sweepstakes and contests and obtaining registrations and qualifications for such promotions where required. Advised on registration requirements and potential exemptions for broker-dealers, investment advisers, and their individual representatives, obtaining required approvals for changes of control, mergers, asset sales, mass transfers, and other regulated events.
Qualification of public and private offerings under State and Federal securities laws.