We assist clients with all aspects of business formation, ownership, operation, transfer and dissolution.
Our practice areas include:
Company formation, determination of entity choice, preparation of shareholder and partnership agreements; strategic advice regarding corporate structure, negotiation and documentation for financing start-ups, ongoing operations and expansion
Representation of buyers, sellers, targets and other parties to acquisitions, divestitures, spin-offs, reorganizations and joint ventures, legal due diligence, drafting and negotiation of transaction agreements.
Advice on compliance with federal securities laws and state blue sky laws, preparation of any required registrations/filings, representations of parties in private equity and debt funding rounds, including angel investor financing and venture capital, private placements and syndicated and secured loans, including due diligence, transaction documentation and securities law compliance advice.
Advising businesses of all industries on information privacy and security laws applicable to them, including:
- Development of programs and policies governing storage, access, transfer, use, disclosure and disposal of information subject to state or federal privacy and security laws
- Online and email advertising and behavioral marketing
- Guidance on data breach response
- Guidance on cross boarder data transfer issues
- Development of "Red Flags Rule" identity theft prevention programs.
- Preparation and negotiation of vendor agreements involving personal information (including business associate agreements)
- Negotiation of confidentiality and non-disclosure agreements
- Information privacy and security issues and contract terms in corporate transactions
- Matters involving children's information and privacy
- Matters involving financial information and privacy
- Matters involving health information and privacy
- Preparation of privacy notices to consumers.
- Development of electronic media and mobile device policies
- Training on information privacy and security.
- Review of vendor policies
Advise clients on the structure, organization and other issues involving private investment funds (i.e., funds exempt from registration under the Investment Company Act of 1940), including:
- Fund structure, formation and documentation
- Fund offering terms
- Securities regulatory and compliance matters
- Marketing arrangements
- Investor relations, including side letters and co-investment structures
- Contracts with service providers
- Management structure, manager formation and management agreement
- Fund transactions, including portfolio loans and investments, acquisitions, dispositions, co-investments and portfolio company representation
- Compliance with the Gramm-Leach Bliley Act, Bank Secrecy Act, Know Your Customer rules
- Compliance with the regulations of bank holding and financial holding companies
- Transactions involving banks or their subsidiaries
Represent investment advisers and broker-dealers on all phases of their businesses and on all aspects of their organization, regulation and compliance obligations, including:
- Availability and scope of exemptions from registration
- Structuring, organizing and reorganizing investment adviser/broker-dealer firms
- Compliance with federal and state securities laws and federal commodities laws, including registration or complying with available exemptions from registration
- Preparation of disclosures on Form ADV and Form BD
- Employee licensing requirements
- Advisory, sub-advisory and brokerage agreements
- Marketing agreements, including selling agreements and solicitation agreements
- Compliance programs and compliance manuals, including codes of ethics and insider trading restrictions
- Advertising and sales literature issues
- Advice on SEC and FINRA examinations
- Mergers and acquisitions, including sales, acquisitions and spin offs