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 |
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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 public shell company
being acquired. We provide advice pertaining to the structure of the merger
as well as 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. When the public shell is current in its reporting
requirements, we assist with the preparation of the necessary proxy and
information statements and all other SEC reporting 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 attorneys provide
comprehensive ongoing corporate counsel to the new public Company and its
officers and directors. We advise public company officers regarding all
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 securities law also covers
SEC reporting requirements involving the public company¹s stock and
constraints associated with control ownership, affiliate ownership or
insider ownership.
more...
Private Placement Memorandums (PPM's)
For clients undertaking Private Placements our securities attorneys provide
advice, counsel and document preparation for a variety of exempt offerings
including Regulation D or ³Reg D Offerings² 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...
Registration Statements and Initial Public Offerings (IPO's)
For 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 outstanding comments are satisfied.
The firm provides "corporate conversion" services and assists privately-held
companies evolve into compliant public companies. 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 and reviews underwriting agreements; communicates
with FINRA; and prepares Registration Statements and prospectus. Of course,
we also communicate directly with the SEC.
more...
Secondary Offerings
We complete all forms of Registration Statements for secondary offerings
including; 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 corporate transactions, 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 
