Capital Formation and Private Funds
Mergers and Acquisitions
Business and Corporate
Employers and Executives
Investments / Shareholders / Securities
Probate and Estate Planning
Capital Formation and Private Funds
- Advise client on and prepare private placement documents for the offering of preferred securities in a $21 million private fund investing in portfolio companies.
- Prepare and advise client on $10 million private offering of common equity. Related due diligence of underlying portfolio company.
- Prepare $4.1 million private offering of securities for issuer to convert outstanding bridge loans to Series B preferred shares. Prepare related amendments to warrants.
- Prepare offering documents for $750,000 offering of convertible note securities. Obtain written consents from existing limited liability company members. Perform due diligence of governing documents and prior capital formation.
- Review and amend offering documents for client venture capital fund for prospective investment in digital marketing portfolio company of $1.5 million convertible note with $1 million warrant kicker and right to invest $3 million future capital. Due diligence on: stock option plan and awards, investors rights agreement, corporate resolutions and written consents, capitalization and prior capital raises, stock restriction agreement, financials, and intellectual property.
- Provide guidance on capital formation and prepare private offering memorandum for $2.6 million conversion of bridge loan notes.
- Advise client on and prepare documents related to $10 million private offering of preferred stock for on-line services company.
- Perform pre-offering client fund due diligence on multiple portfolio company websites.
- Due diligence on mobile applications and games portfolio company of client investor, including: offering documents for $1.5 million convertible note purchase agreement with staged financing and the right to future investment of $5 million at a fixed valuation, review Apple developer program license agreement, Mark Cuban advisor agreement, Google developer distribution agreement, and other software development and licensing agreements, review corporate governance documents, capitalization, and financials. Propose and prepare revisions to investment structure for client investor.
- Provide legal services and documents related to formation of a commodities pool to trade futures.
- Advise client on next round of $3 million preferred securities in private company and prepare related term sheet and offering documents. Advise client on and prepare consents for existing securities holders.
- Prepare and advise client on special purpose vehicle $1 million revolving line of credit private securities offering.
- Consult with client and prepare amendments to a $5 million private offering of securities. Prepare and advise on related communications with and voting of shareholders, including preemptive rights.
- Analyze and provide guidance to client on $10 million Series D common stock private placement of securities,
- Consult with and provide guidance to start-up client on $1.5 million private offering of common equity in wealth management software company.
- Legal services related to a $2.4 million bridge convertible note financing into prospective portfolio company.
- Advise client on and prepare documents for amended and restated private offering of $13 million in equity securities in illiquid alternative investment opportunities in early stage companies.
- Advise client on and prepare and revise documents related to $2.5 million private offering of equity securities in reliance on exemptions from registration under Regulation D Rule 506(b) of the Securities Act of 1933 and 3c1 of the Investment Company Act of 1940.
- Prepare Private Placement Memorandum for and advise client on $2 million offering for a real estate investment fund. File with the Securities and Exchange Commission (SEC) on EDGAR and with state regulator the related Regulation D notice of exempt offering securities as a 3c1 pooled investment fund. Notice of Exempt Offering of Securities.
- Prepare private placement documents and advise beverage industry client on a follow-on offering of $1 million preferred shares of stock.
- Analyze new client’s $10 million private securities offering in energy sector from prior capital raise and advise client regarding securities law issues related to a Securities and Exchange Commission (SEC) investigation.
- Provide extensive analysis and guidance on client private placement memorandum for $4 million offering of Class B ownership interests in real estate investment company.
Mergers and Acquisitions
- Provide legal counsel and negotiations to founder shareholder in appx. $6 million sale of a start up e-commerce company. Negotiate and provide revisions to a restrictive covenants agreement, stock rollover agreement, and equity incentive agreement.
- Advise client founder on and prepare transaction documents related to sale of client’s professional services company to international acquirer for $2.7 million in cash and equity in the acquirer. Prepare related executive employment agreement with incentive provisions.
- Negotiate asset purchase of chain of three stores in personal care industry with international seller. Perform related due diligence. Conduct deal closing.
- Prepare asset purchase agreement and advise client on $750,000 purchase of book of business and intellectual property of investment advisor seller. Prepare related independent consultant agreement and escrow agreement.
- Prepare transaction documents and advise client on sale of broker, insurance, and annuities books of business.
- Consult on distress sale of client company. Analyze and provide guidance on terms and conditions of asset purchase agreement and related documents. Prepare for closing.
- Prepare and consult on asset purchase of investment advisory book of business and related consulting services.
- Represent purchasing partner in the buy-out of his business partner’s interests in a service industry company, negotiate deal terms, and prepare and close $900,000 stock purchase.
- Negotiate, advise, and close on the sale of assets for an international shipping company in business for approximately 40 years.
- Negotiate and close $3.5 million sale of financial services entity.
- Advise client on and prepare for closing of $600,000 corporate asset sale.
- Review, advise client on, and prepare term sheet and membership interest purchase agreement related to the sale of client’s registered broker-dealer firm. Consult on preparation and submission of FINRA Form 1017 application for approval of change in ownership.
- Confer with board of directors and outside counsel on potential sale of business or ESOP.
- Provide legal services related to the appx. $470,000 stock sale of a regulated business, as well as related consulting agreement and lease arrangement.
- Analyze financial services client’s asset purchase from another financial services company, including the acquisition of a subsidiary broker dealer. Consider and advise client on potential related regulatory liability.
- Negotiate and close an asset purchase of a professional services entity for approximately $400,000.
- Consultation and advice on financial services client’s $580,000 (with earn-out) acquisition of broker-dealer seller and its technology platform, including risks and next steps. Negotiate and prepare asset purchase agreement and restrictive covenants. Review and advise on FINRA continuing membership application (Rule 1017). Review, discuss, and propose revisions to services and licensing agreements and escrow related to the asset purchase.
- Analyze, provide guidance on, and close $1.050 million (including full contingent earn-out) acquisition of member interests (equity) in a holding company.
- Resolve and advise client on corporate and regulatory issues regarding previously filed merger.
Business and Corporate
- Formation of holding company, three wholly owned subsidiaries, and related professional registration.
- Advise client on succession planning matters over a period of several years, including potential sale of the company, equity incentive programs, building up the management team, and bringing in a successor. Prepare related equity incentive documents, memorandum of understanding, and other related guidance and documents. Perform related due diligence.
- Act as outside counsel to client company with over $60 million gross receivables.
- Provide legal counsel on various equity, employment, and trademark matters to client who founded and operates several restaurants.
- Advise client on corporate structure and governance matters. Form new corporate entity for existing client. Confer regarding various business related issues and legal implications.
- Research and prepare resolutions regarding numerous shareholder cash distributions over several years.
- Analyze and provide comments and guidance to new client start-up safety product company on existing capitalization structure, operating agreement, financials generally, and convertible securities purchase offering. Review and provide comments on written communications with owners.
- Consult with client on and prepare sales sub-representative and consulting agreement and related agreement with client’s international supplier. Negotiate terms of engagement.
- Attend Board of Directors meetings of corporate client, prepare meeting minutes and written consents, and confer periodically with directors, directors’ counsel, and company officers.
- Act as outside counsel to ecommerce business client selling internationally.
- Advise financial services client on strategic business alliance and negotiate and prepare related documents.
- Advise e-commerce client on and prepare amended agency agreement for merchant services payment processing.
- Advise client on proposed deal terms for shipping aggregator platform services for international shipments.
- Form series limited liability company, prepare operating agreement with multiple classes of ownership, and obtain FEIN.
- Analyze and negotiate terms of transfer of ownership agreement and related escrow for purchased inventory for client in toy industry from international counterparty.
- Prepare and negotiate new business venture agreement between co-owners of construction business.
- Negotiate commercial lease for client for Michigan Avenue location for financial services company.
- Represent attorney client in business separation from law firm. Advise client regarding formation of new law firm.
- Act as outside counsel to SEC registered investment advisor with over $200 million assets under management.
- Analyze corporate structure, books and records, real estate holding, and financing for client facing potential business-related litigation.
Employers and Executives
- Negotiate 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. Prepare related amendments to client’s operating agreement.
- Investigate and advise client on proposed reduction-in-force (“RIF”) to reduce employees by approximately 30%. Provide legal counsel to client on the ADEA, OWBPA, ERISA, COBRA, WARN, at-will employment, disparate impact, and notice requirements. Prepare all related documents and notices, including separation and severance agreements and OWBPA disclosures. Provide guidance and consultation to client’s Board of Directors and executive officers throughout the process.
- Resolve and negotiate repatriation issues of overseas employee with financial services company. Negotiate and revise related separation agreement.
- Direct workplace investigation into employee complaints alleging discrimination, sexual harassment, and hostile work environment. Provide legal guidance to client on EEOC and related laws and regulations.
- Advise former public company executive on securities law related to short-swing profits and affiliate shares, as well as potential litigation.
- Confer with Board of Directors and executive officers and prepare related executive employment agreements and amendments.
- Negotiate, advise client on, and finalize expatriate agreement with commodity exchange for client.
- Confer with and advise client on termination of key employee and on buyout of employee’s profits interests. Prepare related documents for execution.
- Prepare and negotiate employment separation agreement for Chief Accounting Officer of a public company.
- Advise executive client on and perform due diligence related to prospective change in employers.
- Negotiate and finalize an employment separation agreement for client futures firm with a departing executive officer.
- Advise client on and prepare Restricted Stock Incentive Plan and related RSU Award Agreement. Add second class of securities, prepare corporate resolutions, and make revisions to related corporate governance documents.
- Prepare and advise client on professional services agreement with equity compensation component.
- Advise client on phantom equity plan and make revisions to existing plan and award agreements.
- Prepare employee equity compensation plan and file and obtain an exemption from registration under state securities law.
- Advise client on and prepare equity compensation plan and related award agreement for ecommerce client.
Investments / Shareholders / Securities
- Advice client venture capital fund on investment in and perform due diligence on affiliated software and entertainment portfolio companies with approximately $8.2 million in revenue, including key employee and other material agreements, equity incentive awards, corporate governance documents, intellectual property, financials, benefits plans, and a pre-investment merger.
- Analyze and advise client on prospective fund investment into $7 million convertible notes offering. Advise client on and propose revisions to term sheet and deal structure.
- Advise client investor on $1 million partial redemption agreement for founder’s equity interests in technology-based business.
- Review and advise client on proposed comment letter to the U.S. Securities and Exchange Commission.
- Prepare attorney opinion letter as special counsel in the State of Illinois in connection with a $90 million registration statement filed for a public company with the Securities and Exchange Commission.
- Confer with client and meet with investor representatives to consider investor’s concerns. Advise client on options and potential outcomes.
- Prepare shareholder agreement with restrictive covenants and other governance provisions for holding company.
- Consider private placement of securities and related governing documents and provide analysis of shareholder rights to client.
- Analyze and provide extensive guidance to client on $1.6 million warrant purchase agreement and related escrow.
- Research and provide due organization opinion letter related to $17 million real estate refinancing.
- Confer with client and other outside legal counsel regarding $4.5 million repurchase agreement. Provide advice regarding the same.
- Consult with client on, amend, and file updated Form ADV investment adviser application and brochure for state registered investment advisor.
- Advise client on mid-size exempt reporting advisor status and prepare and make related Securities and Exchange Commission (SEC) EDGAR Form ADV filing.
- Research and advise client on issues related to Regulation D bad actor classifications and prior SEC investigation.
- Intellectual Property
- Successfully represent client’s interests against a cease-and-desist of alleged trademark infringement.
- Review and update client’s form of software licensing agreement for use with independent service providers.
- Successfully prosecute and obtain registration for trademark initially challenged by USPTO reviewing attorney.
- Consult on and file multiple trademark applications for client company. Provide advice regarding likelihood of confusion and on potential co-existence agreement.
- Consult and provide guidance on assignment of software-related intellectual property to client.
- Negotiate and prepare a licensing and distribution agreement involving an international toy manufacturer and national non-profit organization.
- Prepare and obtain trademark registrations for clients in the restaurant, e-commerce, and fashion design industries.
Probate and Estate Planning
- Petition court and open decedent’s probate estate with approximately $580,000 in assets, provide legal guidance to executor, make court filings and appearances, and obtain order of discharge closing the estate after distribution of assets.
- Represent decedent’s probate estate in litigation on undue influence, breach of fiduciary duty, and tortious interference with inheritance expectancy claims. Obtain settlement for client.
- Estate planning for married clients and prepare related Wills, Powers of Attorney, and Living Wills. Hold formal signing event and ensure formalities are properly followed.
- Provide guidance on and assist probate estate administrator with heirship, estate assets, inventory, and accounting. Attend related hearing.
- Represent decedent’s estate in probate matter, including petition to court regarding sale of real estate and final report to close probate estate.
- Review estate planning issues with client couple and prepare updated Will.