Free Initial Consultation
Laura Anthony, Founding Partner
Toll Free: 800-341-2684
Phone: 561-514-0936
Fax: 561-514-0832
LauraAnthonyPA@aol.com |
West Palm Beach
Legal & Compliance, LLC
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401 |
Miami Beach
Legal & Compliance, LLC
940 Lincoln Road, Ste. 319
Miami Beach, FL 33139 |
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Practice
Areas
In terms of securities law we represent business entities and
individual entrepreneurs initiating Private Placements, Initial
Public Offerings (IPO's), Secondary Offerings, Reverse Mergers
and REIT formation. Our goal is to draft high-quality documents
for our clients while providing them with creative legal options
to satisfy their various investment banking situations. We consider
ourselves to be a corporate and securities law firm with a strong
business perspective.
The firm was founded in response to the growing need from small
to mid-size private and publicly-traded companies to secure
comprehensive corporate and securities legal counsel. Our firm's
founding partner has been a member of the Florida Bar since
1993 and is former Chief Legal Counsel for a national investment
banking firm. During that time our founder gained extensive
experience completing private and public corporate finance scenarios
such as Reverse Mergers as well as drafting Registration Statements
and Private Placement Memorandums and performing all underlying
due diligence.
Clients that retain our services to secure a quality shell for
a Reverse Merger invariably return to have us complete SEC filings
and draft stock purchase agreements. We clearly understand that
the global industry leaders of tomorrow are start-up companies
today.
Our objective is to assist corporations and business entities;
private individuals; corporate officers and company insiders
with various corporate and securities legal matters.
Corporate Legal Counsel
In addition to entity formation such as the creation of LLC's
and corporations, our attorneys are skilled in drafting operating
agreements, asset purchase agreements, employment agreements,
compensation agreements and numerous other documents essential
to the completion of sophisticated corporate transactions. We
perform thorough due diligence in a variety of scenarios and
also represent corporate officers and directors to help manage
their liability in regards to corporate compliance and disclosure
issues. When retained in this capacity our goal is to adopt
a proactive posture in an attempt to eliminate costly legal
problems before they occur.
more…
Commercial and Civil Litigation
We pursue plaintiff and defendant litigation matters from a
financial perspective, providing our clients with advice throughout
the litigation process. Our attorneys understand the economics
of litigation and use every resource possible to financially
protect our clients. Although we aggressively pursue all litigation
cases we also, at the behest of the client, mediate and settle
whenever possible.
Areas of expertise include Breach of Contract; Breach of Fiduciary
Duty; Business Torts; Debtor/Creditor Disputes; Fraud; Intellectual
Property; Sale of Goods; Libel, Slander and Defamation of Character;
Secure Transactions; Trade Secrets; Unfair Competition; Shareholder
Disputes; Shareholder Derivative Actions; Arbitration and Mediation.
more…
Securities Legal Counsel
Our attorneys draft Private Placement Memorandums (PPM's) and
Registration Statements for Initial Public Offerings (IPO's),
Secondary Offerings and SEC filings for Reverse Mergers (including
Reverse Triangular Mergers and Forward Mergers). In addition,
the firm represents small public company's and their officers
and directors in the preparation and filing of current and periodic
reports with the SEC.
more…
Reverse Mergers
We perform due diligence on behalf of both buyers and sellers
of public shell companies and complete all SEC filings to bring
inactive shell companies and non-reporting shells current in
their reporting requirements. Our attorneys counsel officers,
directors, affiliates and insiders in monitoring compliance
with insider trading and reporting rules and in maintaining
compliance with the Sarbanes Oxley Act. Should company insiders
desire to liquidate their stock we provide advice to ensure
compliance with the SEC sale provisions of Rule 144. Lastly,
we coordinate EDGAR filings and assist with post-merger structure;
growth consulting and overall corporate compliance.
more…
Private Placement Memorandums (PPM's)
Our attorneys prepare private placement memorandums (PPM's),
subscription agreements, and all registration and disclosure
documents required by the SEC for a variety of private equity
raises including Reg D offerings and PIPE (private equity into
a public entity) transactions. We complete document preparation
for private placement offerings including 504, 505 and 506 offerings
and advise corporate officers to ensure absolute regulatory
compliance with the pertinent sections of the Securities Act
of 1933. In addition, our firm maintains an extensive network
of key consultants in the investment banking industry capable
of performing feasibility studies and creating business plans.
more…
Initial Public Offerings (IPO's)
We will draft prospectuses and registration statements (including
SB-1, SB-2 and S-1) and recommend various accounting methods
to be used to create audited financial statements. Our attorneys
will assist insiders in satisfying SEC disclosure requirements
pertaining to the company's business, financial condition, and
intended use of proceeds raised in the offering. We file completed
registration statements with the SEC then modify the document
until the SEC is satisfied with its structure and content. In
summary, we advise corporate officers as to their most effective
options and assist them in traversing the IPO process efficiently
and compliantly.
more…
Real Estate Investment Trusts (REIT's)
For publicly traded REITs our firm will register shares or trust
certificates with the SEC pursuant to the Securities Act of
1933 or when issuing bonds pursuant to the Trust Debenture Act
of 1939, by the filing of a registration statement. We also
provide advice, counsel and document preparation for all varieties
of private REITs including: REITs targeted to institutional
investors that take large financial positions; REITs that are
syndicated to investors as part of a package of services offered
by a financial consultant; and "incubator" REITs that
are funded by venture capitalists with the expectation of a
future public offering.
Other Services
Our attorneys are accustomed to providing comprehensive corporate
and securities legal support to individuals, private and publicly-traded
business entitles, corporate officers, directors and shareholders
in nearly every conceivable corporate law scenario. |
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Reverse Mergers
Contracts 
