144 and 4(a)(1) opinion letters- Unless a stock is issued pursuant to a registered offering, it is most likely considered a “restricted” stock and is not allowed to be sold in the market. The restriction can be removed but the stock must meet specific legal requirements. Transfer agents and brokers require an attorney to issue an opinion that states that the requirements are met to allow the restriction to be removed before the transfer agent will issue the stock as unrestricted and that the broker will sell on your behalf. While each stock is different, our goal is providing our clients with a twenty-four-hour turnaround for opinion letters once we have the necessary documents from our client.
S-1 / Reg-A Registrations
Regulation A and S-1 registrations allow companies to file a registration statement with the SEC that can be used to sell debt or equity securities to raise capital. We can help your company with the legal aspects of the registration, and we have a network of accountants, advisors, and other professionals to streamline the process.
SEC compliance-The SEC has strict rules, procedures and other guidelines that require strict compliance by public companies. We work with companies to ensure compliance so that our clients are not faced with inquiries that require time and money and risk the good name of the company. When those inquires lead to investigations and possible litigation, we represent companies and individuals in all phases of SEC investigations.
OTC Markets Compliance
OTC Market Regulation-OTC Markets has different tiers with different requirements. Although not a governmental regulatory agency, OTC Markets has strict guidelines and procedures that must be followed for your company to be considered current with its reporting requirements. These requirements change frequently, and we help ensure that our clients remain compliant with these rules and regulations.
FINRA Compliance- Financial Industry Regulatory Authority (FINRA) acts as the gatekeeper for many of the issues that small public companies must deal with on a regular basis. FINRA is the agency responsible for the issuance of trading symbols, quotations of securities and sends this information to the capital markets. Among several actions, publicly traded companies must give FINRA advance notice of name changes, reverse splits, changes of trading symbols and changes in capital structure. FINRA then must process these actions before sending the information to the capital marketplace. FINRA is a complex organization with complex rules, your company needs a firm like us to help you through the process.
If you are looking for a public shell for your business, we can help you locate a shell. We will assist with the due diligence to ensure that the shell is right for your business. We will gather the necessary documents to help you assume control and ownership of the company and to ensure compliance with the SEC and OTC standards. There are many dishonest “shell brokers” that focus entirely on naïve and gullible companies and fraudulently obtain hundreds of thousands of dollars from legitimate companies by making false statements and unrealistic promises. We help you avoid the fraudsters and we have a network in place that will allow your company to purchase a shell that meets your needs at a price that you can afford.
Our office offers escrow services to our clients related to the sale of businesses, securities purchase agreements, sale of real estate and many other transactions. As attorneys, we can use our IOLTA account (client trust account) to facilitate our services. Our IOLTA account is closely monitored by our state attorney regulatory authorities which provide an additional level of security for our clients that a non-attorney escrow agent cannot provide.
General Corporate Law
Our office provides a range of legal services aimed at assisting our clients with general business transaction. We draft and review purchase and sales agreements, review and draft commercial leases, draft and review corporate records especially those required by a corporate secretary, draft, and review employment and non-compete agreements, compensation agreements, confidentiality agreements. We will also help you form your business entities such as a corporation, LLC, articles of incorporation, by laws and similar documents.
Explore Our Practice Areas
Our goal is to provide legal services in a prompt, efficient and cost-effective manner. We are aware that our clients operate within strict timelines and unnecessary delays can make or break their business.