A focused corporate and securities practice built around the moments that matter most to private and public companies — raising capital, going public, doing deals, and staying compliant.
Guiding private companies into the U.S. public markets through every principal route — a Form S-1 registration statement (going public organically), a Regulation A (Tier 2) “mini-IPO,” or a reverse merger into an existing public vehicle. We also advise on direct listings and de-SPAC transactions, and help you choose the path that fits your facts, timeline, and capital needs.
The full spectrum of registered and exempt offerings: IPOs, follow-on and secondary offerings, registered direct and at-the-market (ATM) programs, shelf registrations (Forms S-3/F-3), and rights offerings; and, privately, PIPEs, placements under Regulation D (Rule 506(b)/(c)) and Regulation S, Regulation A (Tier 2), Regulation CF crowdfunding, venture financings, and convertible note and warrant structures — coordinated with our relationships across the investment-banking and investor community.
Ongoing counsel to public companies (“pubcos”) on Exchange Act reporting — Forms 10-K, 10-Q, and 8-K — proxy statements (Schedules 14A/14C), Section 16 insider reports (Forms 3, 4, 5), and beneficial-ownership filings (Schedules 13D/13G). We register equity incentive plans on Form S-8, handle Rule 144 resales and legend removals, and manage responses to SEC staff comment letters.
Board and committee structuring, governance policies, and the controls that keep a public company in good standing — Sarbanes-Oxley (“Sarb-Ox”) compliance, insider-trading policies and Rule 10b5-1 trading plans, disclosure and related-party controls, and audit-committee and director-independence matters.
Initial listings and uplistings to Nasdaq, the NYSE, and NYSE American; the OTC Markets tiers (OTCQB) that often serve as the first public step — including the Form 211 / Rule 15c2-11 process through a market maker and DTC eligibility; and continued-listing compliance and deficiency remediation, from bid-price cures to other standards.
Buy- and sell-side M&A, roll-ups, and corporate reorganizations — from letter of intent through diligence, definitive agreements, and closing. For private and public companies alike, a distinct path to growth that runs alongside capital raising.
Helping foreign principals bring an asset or operating business into a U.S. public vehicle — often via a Nevada “Newco” that acquires the asset and reverse-merges into an OTC Markets pubco, with a Nasdaq uplisting as the goal — and advising foreign private issuers on U.S. reporting (Forms 20-F/6-K) and ADR programs, with considerations such as a possible CFIUS analysis addressed as diligence items.
Ongoing, business-close general counsel for companies that want senior legal judgment on call — entity formation and structuring, control-block matters, corporate housekeeping, contracts, financings, and the day-to-day decisions of a growing enterprise — often functioning as a quasi-executive.
Beyond the legal work, we connect issuers with funding sources across the public-markets community — investment banks, broker-dealers, family offices, and strategic and high-net-worth investors — and introduce and coordinate the full complement of providers a public company needs: outside auditor, edgarizer, transfer agent, market maker, and investor relations.
Most engagements begin with a short introductory call. We'll listen to where you are, sketch the likely path, and be candid about the benefits, the trade-offs, and what it takes.
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