REORGANIZATION, AND REALITY
Transitioning Your Business Into the Future
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great prizes are guarded by a challenge. That can either produce great
rewards, a shift in priorities, or a change in strategy.
you encounter, your ability to adapt and respond will require sound
advice rooted in experience – one major reason clients rely on
Public Offerings (IPOs) & Direct Public Offerings (DPOs)
Once your ideas begin to produce results, the value of your enterprise
can increase dramatically. Liquidation and transitional events, such
as IPOs and DPOs, are typically complex, time-consuming and stressful.
We work closely with our clients to minimize their stress and allow
them to focus on their businesses, since this is the underlying basis
for the value of the offering. To ensure that the execution of their
exit strategy is as smooth and as profitable as possible, our support
Negotiating terms of the offering with investment bankers
Preparing letters of intent and agreements with underwriters
Drafting a registration statement and prospectus pursuant to federal
securities rules and regulations
comments from the SEC and the applicable stock exchange.
state "blue sky" filings, when applicable
clients with respect to "road shows"
it is time to tap the market with an offering, our clients rely on us
as part of the team to deal with the complexity and reduce the stress
of mind is often marketed as expensive “but worth every penny”.
Yet even when the transactions are complicated or quite involved, we
frequently save our clients substantial sums relative to the fees they
would pay to large firms that bill for multiple legal team members and
layers of support and services. For example, on a recent transaction
involving the sale of three companies to an international buyer, we
saved a client nearly $40,000.
SEC Compliance for Public Companies
Upon the consummation of an IPO, DPO or merger with a public company,
there is a significant amount of responsibility required to comply with
US securities laws. Once public, we continue to represent clients with
respect to secondary offerings and mergers and acquisitions transactions.
In addition, we assist our clients with the challenges of being a public
company, including proxy contests, hostile takeovers, and compliance
with the Securities Exchange Act of 1934. We provide clients with packages
of services, including cost effective all-inclusive monthly retainers,
so clients can better budget the expense of running a public company.
Learn more about when monthly
retained services might be right for your business.
include guidance on or preparation of:
Post-closing filings, such as filings on Forms 3, 4 and 5, and Schedule
Quarterly reports on Form 10-Q
Annual reports on Form 10-K
reports on Form 8-K
and information statements
13-D and 13-G
Mergers or asset sales can be as complex as any liquidation event. Our
role is to protect your rights without being an obstructionist to getting
your deal completed. We process all legal documents quickly and efficiently
so you can take advantage of opportunities. We regularly provide these
Assist clients in structuring transactions, prepare and negotiate
terms sheets and letters of intent between the parties to the transaction
Negotiate and draft material agreements, including agreements and
plans of merger, asset purchase agreements or stock purchase agreements
merger-related filings for the Securities and Exchange Commission,
such as proxy statements, registration statements on Form S-4 and
clients with post-closing deliverables and filings
Clients rely on
us as part of the team that handles the complexity of a sale or merger
in order to help reduce the stress involved.
Peace of mind is
often marketed as expensive “but worth every penny”. Yet
even when the transactions are complicated or quite involved, we frequently
save our clients substantial sums relative to the fees they would pay
to large firms that bill for multiple legal team members and layers
of support and services. For example, on a recent transaction involving
the sale of three companies to an international buyer, we saved a client
An inefficient corporate structure can result in costly administrative
activities (such as tax preparation and registered agent fees). We save
clients money by assessing their business structure and streamlining
it when possible, even merging inactive entities. This is particularly
the case for real estate developers and management companies who end
up with layer upon layer of corporate entities each time a property
Operations – Winding Down a Business
Sometimes, it just doesn't make sense to continue doing business. We
help clients wind down their businesses while protecting their personal
assets. This process can be painful enough, without adding stress to
an already difficult situation.
In the event a
client is unable to continue operations, we will assist them with the
winding down of business operations as quickly and smoothly as possible.
If necessary, we introduce clients to our network of bankruptcy counsel
and will work closely to facilitate a smooth end to your business.
how we can make your transition strategies succeed, contact
us today to discuss the options available to you.
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