The firm’s securities & corporate finance practice provides clients with an integrated set of legal services focused on securities transactions, debt and equity offerings, commercial lending, equipment leasing, private equity and franchise transactions. Our team of attorneys offers legal counsel to private companies, venture capitalists, angel investor groups, private investment funds, investment advisers, investment managers, and corporate officers and directors. We also offer legal counsel to equipment manufacturers and distributors, franchisors and franchisees. We provide advice and counsel across a broad spectrum of regulatory and compliance issues, complex financial transactions and litigation, enforcement and counseling matters. We offer our clients focused results-oriented and cost-effective representation.
The firm’s securities attorneys are skilled at handling the issuance of equity securities in private placements, recapitalizations involving common stock, preferred stock, warrants and other forms of equity, senior and subordinated debt, convertible debt and other hybrid securities. We participate in all aspects of the private placement of securities, representing issuers, equity funds, angel investors, institutional investors, and venture capital firms in every type of private financing transaction, including seed financing, angel investments, venture capital financing, later stage equity or mezzanine financing. The firm also has extensive experience creating and implementing stock option plans for private companies.
The firm’s attorneys are well versed in the Securities Act of 1933 and the Securities Exchange Act of 1934, including limited offerings under Regulation D, small offerings under Regulation A, the resale of control and restricted securities under Rules 144 and 144A, and the issuance of securities under compensatory benefit plans in compliance with Rule 701. We are also well versed in various state securities laws and regulations, including California, New York and Delaware. Our extensive business knowledge, diverse transactional experience and deep understanding of securities laws enable us to assist our clients through the complex maze of business and regulatory issues that arise in securities transactions.
Commercial Lending and Debt Securities
The firm has an active practice representing issuers, initial purchasers, investment advisors, and institutional investors in a wide range of debt securities transactions. Our attorneys have been closely involved in advising clients on the intricacies of debt instruments as they relate to a variety of industries, and we have developed an expertise in structuring a diverse range of debt transactions, including secured credit facilities, asset based lending, financial restructuring, loan workouts, senior secured lending, junior secured lending, equipment leasing, asset securitization, acquisition and mezzanine financing, loan portfolio acquisitions, and traditional private placements. We function as an integrated team by working closely with clients assisting in the structuring of the transactions, negotiating and preparing the various documents, and shepherding the financing to a successful and timely conclusion. The extent of our involvement in the debt securities market makes us knowledgeable of alternative deal terms that we counsel our clients to implement in appropriate circumstances.
The firm’s Corporate Finance group has experience forming private equity and other investment funds. We take an interdisciplinary approach to fund formation which allows us to draw on the extensive experience of attorneys in the various legal disciplines involved in the formation of private equity funds, including securities, corporate, tax, employee benefits and executive compensation. The firm possesses technical expertise in the primary legal areas pivotal to private equity fund formation, including federal securities laws (including the Securities Act of 1933, the Investment Company Act of 1940 and the Investment Advisers Act of 1940), state securities laws (including the California Corporate Securities Act of 1968) and state and federal income tax laws.
We work on behalf of financial institutions, corporations, investment partnerships, individual investors, and family-owned businesses. We provide our clients with sound business advice and legal counsel on the strategically complex process of fund formation to ensure each fund is established in accordance with federal and state law and with the fund’s investment objectives in mind. The types of funds we work with include seed and early-stage venture capital funds, vulture investment funds, buy-out funds, distressed asset funds, distressed debt securities funds, and broad-based private equity funds. We are familiar with the various structures most commonly used by such funds when structuring management and other fee arrangements, carried interest and claw-back provisions, distribution provisions, valuation policies, and similar structuring issues. We have experience reviewing and negotiating the terms of limited partner investments in private equity funds.
Once we successfully form a private equity fund, we work with the fund’s management, strategic corporate investors, and individuals in connection with their portfolio company investment activities. Our work on behalf of these clients involves the issuance of preferred and common stock, bridge debt and other forms of private equity and venture capital financing, the acquisition and divestiture of portfolio companies, recapitalizations, restructurings and liquidity events.
The firm has experience in a wide range of leasing and financing transactions, including operating leases, security and capital leases, venture leases and loans, technology equipment leases and financing, software financing, transportation and movable equipment leasing and financing, sales of receivables financing, debt financing workouts, and leasing transactions in insolvency proceedings. Our attorneys have worked on transactions involving the leasing and financing of automobiles, telecommunications equipment, aircraft, trucks and truck trailers, office furniture and equipment, commercial printers, computers and other technology equipment and software. We represent both capital sources – including vendors, lenders and lessors – and capital consumers – including borrowers and lessees. The firm’s attorneys represent a variety of financing sources, leasing companies, commercial finance lenders and equipment vendors. Our tax attorneys provide support for the tax aspects of structuring equipment lease transactions, negotiating general tax indemnities and designing tax indemnity agreements for leasing transactions.
The firm represents franchisors, manufacturers, dealers, distributors, licensors and franchisees in the negotiation and preparation of franchise agreements and many of the business transactions closely associated with franchised businesses. Our attorneys are well versed in the statutory and regulatory requirements imposed on franchisors under federal and state law and work closely with our clients to ensure compliance with those requirements.
Our representation of franchisors includes successfully navigating the franchise registration process in California and other states that require registration. It also involves the preparation of all necessary documents including franchise disclosure documents, franchise agreements, trade secret and non-disclosure agreements, trademark licenses, real and personal property leases and subleases, vendor and third party agreements, and financing transactions associated with forming and operating franchise businesses. Our attorneys provide franchisors with business advice and legal counsel on franchise termination transactions, sales and transfers of existing franchises, advertising fund disputes, territorial and encroachment disputes, and post-termination disputes. We have experience representing franchisors against franchisees in matter involving breach of franchise agreements and related contracts.
Our representation of franchisees includes buying and selling franchise businesses, negotiating and preparing real and personal property leases and vendor contracts, and terminating and modifying franchise agreements. We have experience representing franchisees against franchisors in matters involving fraud, misrepresentation of revenue and earnings, franchise termination, breach of the franchise agreement, territorial encroachment, unfair competition and post-termination disputes.
To find out more about the services offered by the firm’s securities & corporate finance practice group and to receive a complimentary phone consultation, contact our office at 925-274-9600 or email@example.com.