Our firm represents founders and shareholders of businesses in organizing and reorganizing corporations, LLCs, partnerships and other forms of business organizations. We also provide advice on and represent buyers and sellers in asset and stock purchase transactions, and borrowers, issuers and underwriters in public and private offerings of securities. We also provide advice on general corporate and securities matters and a range of commercial issues such as licensing, franchising and leasing.



The depth of our practice is reflected in the following summary of our activity:

Public Companies, Offerings

SEC Filings; Blue Sky Clearance; NASD Compliance; Publicity and Privacy Considerations; Annual Meetings; Crisis Management

Broker/Dealers

Underwriting Agreements; Syndicate Procedures; Registration and Distribution Issues; Regulatory Compliance; Broker/Dealer Formation/Acquisition and Licensing; Registered Representative Licensing; Due Diligence

Private Placements

Placements of Debt Securities; Debt and Equity Bridge Financing, Limited Partnerships; Mortgage and Real Estate Pools; Limited Liability Companies; Regulation S and Rule 504

General Corporate

Formation and Licensing; Sales Representative and Distribution Agreements; Shareholder Agreements; Employment Agreements; Franchising, Licensing and Royalty Agreements; Equipment Leasing; 34 Act Compliance

Our varied securities practice has brought us into the center of complex and interesting capital raising efforts:


-we have represented small and medium-size underwriters and broker-dealers in a variety of public offerings including capital raises for casino and hotel operators: an offering for one of the first cellular operators; a public offering involving the issuance of combined share-warrant units for a high-profile teen shoe retailer-manufacturer; capital raises for cosmetics companies, financial firms, and home developers

-we have performed ancillary services for broker-dealers by acting as escrow holders of investor funds related to offerings involving restaurant chains, food and beverage manufacturers, and babywear creators

-our broker-dealer practice has led us to acting as counsel for founders of broker-dealer firms in the preparation of filings, preparation and filing of applications, review of compliance materials and taking such firms effective; we have also acted as counsel on behalf of buyers and sellers of existing firms

-we have represented individual investors as well as sponsors in a host of private placements of limited liability company, corporation and limited partnership equity securities by reviewing and evaluating proposed investments, reviewing prospectuses, preparing filings, verifying the economics and related matters, including private non-traded real estate investment trusts, shopping mall investments, software, internet and biotech companies. We have prepared state securities commission filings and processed local law applications for the sale of such securities.