General Corporate Matters: commercial agreements, entity formation, state qualification and “doing business” analysis, early-stage counseling, reorganizations, shareholder agreements, corporate governance, assessment and management of legal and regulatory risks, and general corporate counseling.
Capital Raising: Representing issuers, funds and institutional investors in private placements (Reg D, Section 4(2), Rule 144A, Reg S), PIPES, equity lines, venture capital investments, due diligence, and state law requirements.
Financing and Financial Transactions: asset-backed lending (recourse and non-recourse), securitizations, receivables financings, derivatives, repos, letters of credit, commercial paper, volumetric production payment (VPP) transactions and transfers of equity fund interests.
Securities Law: SEC registration statements, quarterly reports, annual reports, current reports, Section 16 filings, offering documents, staff no-actions letters, Rule 144 opinions, and Blue Sky surveys.
M&A: Asset and stock acquisitions, strategic alliances, privitizations, management buy-outs and buy-ins, joint ventures, divestitures, structured equity investments, cross-border transactions, structured bidding processes, and acquisition financing.
Broker-dealer Regulation: Initial registration, private placement due diligence, annual review of compliance policies and supervisory procedures (for Rule 3130 certification), interpretation of SEC and FINRA regulations, and defense in FINRA enforcement proceedings.
Insurance and Reinsurance: Coverage issues, including “good faith” analysis, policy wording, D&O, E&O, insurance/derivatives arbitrage, alternative risk transfer, and captive insurance solutions.
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Start-Ups: An area of special focus is start-ups and emerging growth companies. The following services are provided in a tailored, cost-effective and practical manner:
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