Experience

Representative client matters for Elizabeth Bleakley:

  • Prepared a $12 million Private Placement Offering for a new technology company and performed related due diligence.
  • Prepared asset purchase agreement and advised client on $750,000 purchase of book of business and intellectual property of seller.
  • Negotiated executive employment and equity compensation agreement with incoming CEO on behalf of client company, including bonus structure, restrictive covenants, and related employee restricted share purchase agreement. Prepared related amendments to client’s governing document.
  • Advised client on and prepared Restricted Stock Incentive Plan and related corporate governance documents and revisions.
  • Advised client on and prepared documents for $7.5 million investment fund.
  • Provided legal services related to funding seven figure commercial real estate development.
  • Prepared and advised client on private placement offering of $500,000 of secured notes with warrants bridge financing.
  • Resolved trademark cease-and-desist matter for client.
  • Prepared and negotiated employment separation agreement for Chief Accounting Officer of a public company.
  • Prepared and advised client on amendments to a $5 million exempt securities offering. Prepared and advised client on related communications with and voting of shareholders, including preemptive rights.
  • Prepared quit claim transfer and assignment of intangible assets, including intellectual property, related to settlement agreement and mutual releases.
  • Prepared and advised client on $10 million private offering of common equity.
  • Performed due diligence of underlying portfolio company.
  • Reviewed and made proposed revisions for client on Chicago Mercantile Exchange (CME) seat lease.
  • Acted as outside counsel to consumer sales corporation on corporate governance matters and coordinated and oversee outside experts and counsel to the corporation.
  • Advised client on and prepared documents related to $2.7 million stock sale of business and advised on and negotiated related executive employment agreement.
  • Prepared governance documents for newly formed business entity.
  • Formation of holding company, its wholly owned subsidiaries, and related professional registration.
  • Analyzed and provided extensive guidance to client on $1.6 million warrant purchase agreement and related escrow.
  • Advised client investor on partial redemption agreement for founder’s equity interests.
  • Advised client on reduction in staff and prepared related employment separation and release agreements.
  • Advised on and prepared a private placement memorandum for $10 million sale of preferred equity.
  • Handled communications with corporate shareholders of private companies on various matters, including voting.
  • Consulted with client on pursuit of possible business venture with major national retailer.
  • Advised client on negotiations and finalized deal on a $580,000 plus earn-out acquisition of broker-dealer book of business. Reviewed and advised on FINRA Continuing Membership Application.
  • Prepared employee equity compensation plan and filed and obtained an exemption from registration under state securities law.
  • Prepared private offering documents for a $750,000 convertible promissory note for safety product.
  • Obtained trademark registrations for clients in the restaurant, e-commerce, and fashion design industries.
  • Advised client on and assisted with documents and reporting requirements to the Securities and Exchange Commission for mid-sized exempt reporting adviser.
  • Negotiated, prepared deal documents, and closed $900,000 buy-out of business partner.
  • Advised client on establishing an advisory board to the Board of Directors and prepare advisory board member agreement.
  • Negotiated and advised client on terms and conditions of a $4 million stock sale of a broker-dealer.
  • Successfully prosecuted and obtained registration for trademark initially challenged by (USPTO) Trademark Office reviewing attorney.
  • Negotiated, advised client on, and finalized expatriate agreement for client.
  • Performed forward and reverse stock splits for an e-commerce client.
  • Advised on and prepared transaction documents for a $250,000 purchase and sale of professional services assets.
  • Advised client on and prepared rescission and reaffirmation for exempt securities offering.
  • Prepared private placement offering documents and advised client on a $1 million offering of preferred shares.
  • Negotiated an offer-in-compromise agreement for client with major customer.
  • Advised client on and analyzed documents related to client becoming a partner and receiving $750,000 equity stake.
  • Prepared profits incentive and operating agreement for dual class operating company.
  • Resolved issues and negotiated repatriation issues of overseas employee.
  • Negotiated and finalized deal documents for buy-out in excess of $450,000 of partnership and members interests in multiple business ventures.
  • Advised client on issues related to $300,000 bridge financing.
  • Analyzed private securities offering documents from prior raise and advised client regarding securities law issues related to regulatory enforcement action.
  • Prepared employment offer letters, codes of ethics, and restrictive covenant agreements for client.
  • Prepared and advised client on special purpose vehicle $1 million revolving line of credit private securities offering.
  • Reviewed and advised client on proposed comment letter to the U.S. Securities and Exchange Commission.
  • Prepared sub-representative agreement and assisted client in negotiations of terms related to international business contract.
  • Assisted clients with transfer and sale of restricted private securities under Rule 144.
  • Converted by merger a client S-corporation into a limited liability company.
  • Consulted with client on and obtained third-party valuation of client business.
  • Work with client on conversions of investor convertible promissory notes and related shareholder communications.
  • Advised client on negotiation of purchase of broker-dealer and prepared related stock purchase agreement subsequently closed.
  • Consulted with newly formed business client and prepared company’s operating agreement, assignment of software, and intellectual property license agreement for online company.