PRACTICE TEAMS
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CAPITAL MARKETS
Related Practice Areas
Public and Private Securities Offerings
Raising capital is critical to any business whether a start-up or larger public company. We are often called upon to guide our clients, both large and small, through the complex process of raising capital in the capital markets and our lawyers work closely with them to help determine the most advantageous private offering strategy. Financing transactions often involve many different legal and business issues and our clients benefit from our multi-disciplinary counseling approach.
Our corporate and securities law attorneys also offer broad experience in structuring and documenting capital markets transactions under the Securities Act of 1933 and state securities laws, including:
- Registered public offerings of equity and debt securities, in initial public offerings, secondary offerings, exchange offers and business combinations
- Private offerings of equity and debt securities by both public companies and privately held companies
- Going private transactions
We also have broad experience in other capital transactions including:
- Equity raises
- Senior secured and unsecured financings
- Mezzanine finance, whether structured as debt or preferred equity
- Recapitalizations and restructurings
- Leveraged and other buyouts
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Small Business Financing and Venture Capital
Assisting start-up and emerging companies is a focus of a number of our lawyers. We regularly assist companies as well as venture capital investors, institutional and individuals in structuring, negotiating, documenting and closing a variety of transactions enabling growth and capital formation.
Whether we represent the source of capital, the entrepreneur or the company in search of growth capital, our goal is to provide business solutions to legal issues in all aspects of private investments, from the formation and initial capitalization of the company through the IPO or other exit strategies. Our attorneys incorporate all relevant disciplines - corporate, securities, tax, executive compensation and intellectual property - to provide a team that is tailored to serve our client’s needs.
Attorneys at Gregory Kaplan, PLC also have been involved as owners and entrepreneurs in a number of early stage or venture capital projects adding further to their knowledge of the landscape and understanding of the process in advising clients and representing their interests.
We are regularly involved in the following kinds of venture capital activities:
- Entity selection
- Early stage (“seed”) financings, bridge financings and later-stage financings
- Preferential investor rights
- Contractual rights and obligations of founders
- Stockholder agreements, registration rights agreements and stock repurchase agreements
- Advance preparation for initial public offering
- Compensation arrangements for key employees of the venture
- Intellectual property and due diligence regarding proposed venture capital investments
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Investment Management and Investment Advisor, Broker Dealer Regulation
Gregory Kaplan represents investment advisors and other investment managers with respect to all aspects of their businesses, including:
- Formation
- Registration with the Securities and Exchange Commission or state regulatory authorities and self-regulatory bodies - NASD (new term)
- Ongoing compliance
- Operational issues
Our practice also includes the formation and registration of investment companies under the Investment Company Act of 1940, and counseling these investment companies in relation to ongoing compliance with applicable laws and regulations.
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Blue Sky Compliance Matters
Gregory Kaplan maintains a blue sky practice as part of its work in the capital markets. Compliance with the widely varying securities regulation statutes of the 50 states—the so-called “blue sky” laws—is an essential component of virtually every transaction that involves the registration, offering and sale of securities. The same laws in most states are the basis for the regulation of securities brokers, dealers and agents.
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Mergers and Acquisitions
Gregory Kaplan attorneys have significant legal and business experience representing public and private enterprises in mergers and acquisition transactions through all phases from initial structural discussions through closing. We represent buyers and sellers in transactions such as:
- Purchase and sale of assets
- Purchase and sale of stock
- Mergers and other business combinations
- Minority investments, as counsel to the issuer or investor, including mezzanine and venture capital transactions
- Joint ventures and strategic alliances
In the course of managing these transactions, we help clients to engage and work with investment bankers and financial advisors where the services of these facilitators are desired, and manage all aspects of federal and state securities law and other laws that may affect merger and acquisition activities. Our merger and acquisition lawyers are dedicated to providing outstanding client service. We have a strong team of supporting specialists in taxation, intellectual property, real estate, environmental, employment and labor, employee benefit, and litigation matters and work closely with them, as needed, to ensure our clients have a unified team to deal with clients’ legal and business needs in an efficient, high quality and responsive manner.
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