Legal Work

Legal Work Provided to Issuers of Securities via Prospectus.com

Investor Document Preparation and Regulatory Filing

The Prospectus.com 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.

Prospectus.com 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 Prospectus.com securities attorneys to ensure compliance with, or meet requirements for, exemptions from U.S. federal and state securities laws, as well as securities laws in the U.K., E.U., Eastern Europe and country-specific regulations across the Pacific Rim, 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 areas 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 Unsecured, Convertible and Convertible Preferred

Prospectus.com securities attorneys and documentation experts are Industry agnostic.  We have worked with Issuers across all major industries and are 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 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

Prospectus.com 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 accredited 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 securities 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.

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.  Prospectus.com assists companies that have encountered notification of violation with regard to disclosure issues or shareholder notice concerns and risked a de-listing.  We provide a full menu of rehabilitation services and can assist corporate executives of emerging growth companies using publicly available information about their company.  We an analysis of what steps the company can take to be in full compliance with SEC and OTC regulations.

  • PUBLIC DISCLOSURE SERVICES
    • 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 Agent
  • SHAREHOLDER RELATIONS SERVICES
    • Shareholder and Investor Visibility Program
    • Dedicated Shareholder and Investor Relations Website
    • Quarterly or Annual Management Letter to Shareholders
  • CORPORATE LEGAL SERVICES
    • Through our affiliate relationship with 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 SERVICE WE OFFER:
    • 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

 

 

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Legal Work for Investor Document Preparation and Regulatory Filing

 


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Legal Work