Legal Work

Legal Work

Investor Document Preparation and Regulatory Filing

The legal team assists clients by preparing offering prospectus, memorandum and respective disclosure documents for the full spectrum of both public and private placement offerings. Further, we stand ready to leverage extensive industry knowledge and contacts with underwriters, investment banks, hedge funds and PIPE funds to identify possible strategic partners who can help our clients grow their businesses in an efficient manner. attorneys work with Issuers and their respective CFOs, General Counsels and compliance executives throughout the course of document perfection. This high touch approach enables us to fully address the securities offering life cycle of Issuers and to best address their short and long-term business needs

Issuers of debt, equity or combination thereof rely on securities attorneys to ensure compliance with, or meeting requirement for exemptions from US federal and state securities laws, as well as securities laws in the UK, EU, Eastern Europe and country-specific regulations across the PacRim, Middle East and South America. Our seasoned in-house securities attorneys and our legal advisory group maintains symbiotic relationships with a network of securities attorneys in most major cities across the globe.

Our practice area(s) include:

  • Preliminary Prospect (aka “Red Herring”)
  • Explanatory Memorandum (EM)
  • Offering Memorandum (OM)
  • Final Prospectus
  • Operating and Partnership Agreements
  • Registration and Filing with Regulatory Agencies
  • Instrument Types:
    • Equities
    • Preferred Equities

Debt: Senior Secured, Secured, and/or Senior Un-Secured, Convertible and Convertible Preferred securities attorneys and documentation experts are agnostic within the context of Industry; we have worked with Issuers across all major industries, enabling us to be fluent in the nuances of respective industry regulations that Issuers may be subject to. From traditional offerings, to REITs to energy industry Master Limited Partnerships (MLPs), our internal staff and our contract consultants utilize our proprietary library of documentation, comprised of thousands of Issues that have been successfully placed with institutional investors and qualified high net worth investors domiciled in virtually every part of the world.

Public Offerings, APOs, DPOs, SPACs clientele includes companies that have accessed public markets via Initial Public Offering (IPOs) and/or alternative public offerings (APOs), direct public offerings (DPOs), and special purpose acquisition companies (SPACs). We are fluent in the documentation requirements related to debt or hybrid securities secondary offerings of equity. When representing issuers, we are often involved in drafting and writing registration statements and prospectus preparation and development of listing applications on NYSE and NASDAQ in the U.S., the SGX in Singapore, HKEX in Hong Kong, KSE in Korea, Frankfurt and Berlin Stock Exchange (to name only a few) and the LSE’s full list as well as AIM and PLUS Markets in the UK, and related transactional aspects of the offerings on may other stock exchanges worldwide. We also have extensive experience representing investment banks, placement agents and investors.

Private Offerings Public Securities |PIPES

Our team also offers issuers the ability to conduct PIPE transactions. Companies that are already listed publicly and wish to raise private capital via pipes, often under Rule 144A and Reg S (for debt issuance) or Reg D (Regulation D) are prime candidates for PIPEs. Our attorneys can render legal opinions pertaining to exemptions from federal and state securities registration laws and related regulatory matters for nearly any PIPE transaction.

REITs and Real Estate Securities

Our team at Prospectus has many years of experience operating in the real estate market. We assist with the entire gamut of the real estate business, from business plan or feasibility study to the prospectus or offering memorandum, from creating real estate investment trusts and more. a

Listed Company Corporate Compliance

For companies who have listed on their shares on OTC Markets via Pink Sheet listing, maintaining compliance and conforming to listing standards can prove challenging. Towards meeting the needs of companies that have encountered notification of violation with regard to disclosure issues or shareholder notice concerns and risk a de-listing, provides a full menu of rehabilitation services and can assist corporate executives of emerging growth companies via a review all publicly available information about your company and provide you with an analysis of what steps your company can take to be in full compliance with SEC and OTC.

    • Assist management with preparation or update of the OTC Markets disclosure documents
    • Preparation of Initial and Quarterly OTC Markets Pink Sheet filings, as required
    • Coordination of company news releases with OTC Markets News & Disclosure Services
    • Coordination with company accountant and/or auditor on required financial statements
    • Coordination with company Securities Counsel and Transfer Agen
    • Shareholder and Investor Visibility Program
    • Dedicated Shareholder and Investor Relations Website
    • Quarterly or Annual Management Letter to Shareholders
    • Through our affiliated law firm, Peter Berkman, Esq. PLLC, we offer a full package of legal services to our Emerging-Market clients
  • OTC Markets, SEC and Transfer Agent Legal Opinion
  • SEC Quarterly, Annual and Current Reports
  • Information Statements and Proxy Statements
  • Secondary Offerings
  • Regulation “A” ULOA Offerings
  • State Blue Sky Compliance
    • Business Plans and Financial Forecasting
    • Business Valuations
    • PCAOB-certified independent Auditors
    • Small-business accounting services
    • SEC-Licensed Transfer Agent and Registrar services
    • Public Information Services (i.e. Business Wire and PR Newswire)
    • Small-business Insurance Services (key-man, D&O, liability)
    • Legal Printing
    • Proxy and Shareholder Communication Services

Contact Us Today To Schedule Your Free Consultation


Legal Work for Investor Document Preparation and Regulatory Filing

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Legal Work

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