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Securities Lawyer
-- Private Placements and Stock Option Plans
I handle
securities law matters for my clients. My philosophy on
securities transactions is to get for my clients maximum
legal coverage and protection at the minimum price. This
means I structure securities offerings so that you are
protected, but without overly restricting you and hampering
your ability to attract investors, and without requiring
unreasonable legal fees.
Primarily this
requires (1) the correct choice of securities exemption for
you to work within, (2) structuring the deal to fit the
securities exemption, and (3) teaching you how to stay
within the boundaries of the law.
I do private
company securities work, mostly:
-
Handling
limited offerings and private placements of securities.
I do Rules 504 and 506 offerings, both with and without a
private placement memorandum (PPM).
-
Structuring
private real estate investment funds (but not funds that
invest in securities / paper).
-
Preparing and
implementing stock option plans.
- Drafting
and negotiating venture capital rounds of financing,
including bridge and angel rounds, from either the VC side or the company side. I have
been doing VC rounds for many years and I understand
what terms belong in a deal and what terms do not belong
(that is, what are current “market” terms). This is
a big help to clients.
Regarding limited
offerings / private placements of securities, you might be
interested in these articles that I have written:
Introduction to Private Offerings and
Private Placements of Securities
Introduction to Federal Securities
Exemptions
Introduction to Federal Regulation
D
How to Find and Solicit Investors for a Private Offering of Securities
How a Management Company, General
Partner or Broker Uses General Advertisements
and Solicitations to Get Investors
Resale of Restricted Securities
When is a Promissory Note a Security?
4 Article Series --
Brokers and Finders in Securities Laws
1. Overview
2. Who is a Broker? – Definition
3. Broker Law for Employees and Directors Who Sell Your
Stock
4. Finders
6 Article Series
-- Private Real Estate Investment Funds
1.
Overview
2.
Legal Structure of the Fund
3.
Manager Compensation
4. Side Letters and Preferential Terms
5.
Securities Law
6.
ERISA
Concerning stock
option plans, try these articles:
7 Article Series
--
Stock Option Plans, Restricted Stock, Phantom Stock and
Other Incentive Plans
for Closely Held Businesses
1.
Overview
2. Equity
Plans – Stock Options and Restricted Stock
3. Stock
Option Plans
4.
Restricted Stock Plans
5. Company
Buy-Back and Repurchase of Stock Options and
Restricted Stock
6. Cash
Plans, Phantom Stock Plans and Stock Appreciation
Rights
7. Summary
and Plan of Action
Stock Option Plans - Early Exercise for Your Company's Plan
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