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Private Placements

Private PlacementUsually, a small company's first foray into the arena of third-party corporate finance is a private placement of common stock to friends and family. Unfortunately, the bulk of these informal private placements are technically illegal. In order to qualify for an exemption under Federal and State securities laws, an issuer of securities needs to know what the technical requirements of a particular exemption are before it conducts an offering, and to act in strict compliance with those requirements in connection with the offering. In our experience, a small business that conducts a private placement without the assistance of securities counsel is almost certain to overlook one or more of these technical requirements.

We have over 35 years of hands-on experience in the field of private placements. Although our primary role is to provide legal counsel, prepare the required private placement documents and make any required regulatory filings, we also assist in other ways. Depending on the needs of a particular client, our special offering related services may include:


• Developing an optimal capital structure for the client; organizing affiliated corporations, partnerships and other business entities; developing acquisition and disposition strategies; and formulating and developing reorganization plans.

• Negotiating and preparing merger agreements, stock and/or asset purchase agreements and partnership agreements.

• Preparing restricted stock plans, stock option plans, stock appreciation plans and other employee compensation plans.

• Assisting in the preparation of forecasts and presentation material.

We believe it is critical that a lawyer understand his clients' business objectives so he can work toward the achievement of those objectives, rather than merely react to academic problems. We also understand that our clients need a lawyer they can talk with. Therefore, we try to practice law in a practical and plain-spoken manner and to temper our legal advice with sound business judgment.

In addition to providing traditional legal services, we recognize that many small companies have no useful contacts in the financial community. Our experience in serving the corporate finance needs of small companies and our extensive contacts in the financial community frequently give us the opportunity to introduce clients to potential funding sources. Since most of these funding sources have been involved in transactions with other clients, our credibility is often quite high and our existing relationships allow us to translate reputation into effective client support. To ensure that our interests are aligned with our clients, we do not accept any finders fees, commissions or other payments for financing referrals.