Securities, Shareholders, and Investments

Representative matters for Elizabeth Bleakley:

  • Consider private placement of securities and related governing documents and provide analysis of shareholder rights to client.
  • 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.
  • 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.