Leech Tishman’s Corporate Practice Group is committed to establishing a thorough understanding of our clients’ business and working closely with them to create innovative capital-raising solutions to meet their long-term growth objectives. From start-ups to mature companies, operating companies to private funds, our goal is to assist our clients in seeking investment capital while mitigating risk and maximizing opportunities for their business.
As a full-service firm, our Corporate Team regularly collaborates with lawyers in other practice groups including our Intellectual Property, Government Relations, and Tax groups to address related legal issues that often arise with capital-raising transactions.
Our Corporate Practice Group attorneys have extensive capital markets and securities experience, bringing our clients a deep understanding of the relevant regulatory frameworks, the fiduciary duties imposed on directors and officers, and a refined and effective approach to corporate disclosure. We regularly help clients navigate the complex web of federal and state securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Investment Company Act of 1940, FINRA Rules and Regulations and the securities laws in the jurisdiction where the securities will be sold. Our attorneys’ experience includes regulatory defense of inquiries, examinations and investigations by the SEC, FINRA, the CFP Board and state securities and insurance agencies. Accordingly, we apply that experience proactively to help clients minimize potential exposure to securities law violations.
The Capital Markets environment is rapidly changing. Leech Tishman’s attorneys are committed to staying on top of market, regulatory, and economic developments to assist clients in successfully completing financing transactions to support our clients’ growth objectives and continued success.
- Planning and issuance of a variety of securities options that include the following:
- Common and preferred stock
- Secured and unsecured debt (investment grade or high yield)
- Convertible debt securities
- Limited partnership interests and limited liability company membership interests
- Simple Agreement for Future Equity (“SAFE”)
- Promissory and Payment-in Kind (“PIK”) notes
- Registered offerings under the Securities Act of 1933, Regulation A+ offerings and private placement of securities (including Debt and Equity Crowdfunding) under Securities Act and blue sky registration exemptions
- Advising clients on funding options including friends & family rounds, angel investments, and venture capital funding (seed rounds, Series A through D)
- Advising clients on forming private funds, including real estate funds and advising Registered Investment Advisers and other persons with financial services industry licenses and/or registrations on applicable rules and regulations
- Drafting and guiding clients on the use of Private placement memoranda, subscription agreements and investor questionnaires
- Drafting and guiding clients on the use of Stock and Note purchase agreements, as well as Securityholder and Shareholder agreements
- Drafting and guiding clients on the use of Term Sheets for equity and debt securities offerings
- Prospective compliance with federal and state investment and securities laws including Regulation D (Rules 504, 506(b) and 506(c)) and blue sky laws
- Retroactive compliance (including Rescission Offers) with federal and state investment and securities laws including Regulation D (Rules 504, 506(b) and 506(c)) and blue sky laws
- Guidance on federal and state laws and rules regarding compensating investment solicitation (e.g., finders vs. brokers rules)
- Post-offering compliance filings for Crowdfunding Offerings
- Assist clients with the preparation and review of investor pitch books and advise clients on related general solicitation rules
- Advise individual, entity or trust clients on evaluating potential investment opportunities
- Assist clients with related corporate documents and services, including the following:
- Valuation
- Due diligence
- Corporate governance
- Corporate structure
- Loan agreements
- Material agreements
- Miscellaneous credit facilities
- Board and Committee meeting planning and preparation including agendas, resolutions, and meeting minutes