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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Securities
Law
Reverse Mergers
For our clients conducting Reverse Mergers our attorneys perform
extensive due diligence on the operating company as well as
the shell company to be acquired. We advise on structure of
the merger and structure of the post merger entity. When the
acquired Company is delinquent in its filings we go to work
to bring the shell company current in its SEC reporting requirements.
In certain situations we assist clients locate and negotiate
for the purchase of quality public shells and act as escrow
agent during the closing. When the public shell is current in
its reporting, we assist with the preparation of the necessary
proxy and information statements and all other pre-merger reporting
and approval requirements.
Our attorneys prepare essential merger documents whether for
a share for share exchange; reorganization agreement; stock
purchase agreement or merger agreement as well as all transactional
closing documents.
Upon completion of the Reverse Merger our securities legal team
provides comprehensive post-merger support, advising corporate
officers regarding various regulatory and compliance matters
such as corporate ethics, full and immediate reporting requirements,
and disinterested director requirements of the Sarbanes-Oxley
Act and periodic reporting requirement under the Securities
Exchange Act of 1934. This aspect of legal counseling also covers
reporting requirements involving company stock and constraints
associated with control ownership, affiliate ownership or insider
ownership.
more...
Private Placement Memorandums (PPM's)
For clients seeking to complete Private Placements our attorneys
provide advice, counsel and document preparation for a variety
of exempt offerings including Reg D Offerings using 504, 505
and 506 exemptions. We also assist clients with Regulation S
offerings, intra-state offerings and small offerings under Regulation
A. Our firm drafts documents and registration statements for
intra-state 504 public offerings, including SCOR offerings.
We prepare PPM's; Subscription Agreements; Investor Questionnaires;
Federal Filings; Blue Sky filings and all other relevant compliance
documents.
more...
Initial Public Offerings (IPO's)
During Initial Public Offerings (IPO's) we perform due diligence,
draft Registration Statements and Prospectuses and communicate
with the Securities and Exchange Commission (SEC) until all
comments are satisfied. The firm provides "corporate conversion"
services and assists privately-held companies evolve into compliant
public entities. Our firm establishes operating practices and
procedures, codes of ethics, and filings necessary to satisfy
compliance and reporting requirements of the Sarbanes Oxley
Act and the Securities Exchange Act of 1934.
Our firm works with auditors; assists with establishing transfer
agent relationships; prepares or review underwriting agreements;
communicates with the NASD if underwriters are involved; and
prepare Registration Statements and prospectus. When necessary,
we also communicate directly with the SEC.
more...
Secondary Offerings
We complete all forms of Registration Statements for secondary
offerings including; SB-2; S-1; S-4 (merger); or S-8 (employee
stock option plans) Registrations Statements. Essentially, these
are the same documents prepared in coordination with Initial
Public Offerings (IPO's).
Ongoing Corporate Compliance
On an ongoing corporate support basis our attorneys;
- Satisfy periodic reporting requirements including 10k
(yearly); 10Q (quarterly); 8-K (upon the occurrence of reportable
or "triggering" event - must be filed within 4
days of the occurrence)
- Complete annual meeting proxy solicitation and report
requirements (14A and 14C)
- Satisfy code of ethics requirements under the Sarbanes
Oxley Act
- Monitor officer and director responsibilities and obligations
- Advise committees such as ethics committees or committee's
established to investigate particular transactions
- Provide advice pertaining to Regulation FD (Fair Disclosure)
- Offer advice regarding potential violations of insider
trading provisions while reviewing communications with the
public
- Assist with confidentiality when negotiating potential
transactions
- Prepare employee stock option plans
- Review contracts such as employment agreements; consulting
agreements; stock and asset purchase agreements
more…
Other Functions
We also draft Shareholder Agreements, Stock Purchase Agreements,
Merger and Acquisition Agreements, and a variety of other documents
required for a multitude of business transactions and investment
banking and equity scenarios. The firm represents issuers and
underwriters, officers and directors, as well as shareholders.
Trademark Philosophy
The firm's trademark philosophy is to avoid problems before
they occur by practicing a disciplined approach to corporate
and securities law. Our attorneys perform in-depth analysis
before making legal recommendations to our valued clientele. |
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Reverse Mergers
Contracts 
