The Firm serve as general legal counsel to small and mid-size businesses and nonprofits where we oversee and identify legal issues affecting operations and transactions.
Conversions, Mergers & Acquisitions
The Firm provides legal strategies and compliance measures to
investment companies, businesses, nonprofits, cooperatives, and
other social enterprises raising capital. These strategies can include
both non-securities financing, such as grants, rewards-crowdfunding, traditional bank financing, and securities financing, such as the
money raised via the following SEC-exempt transactions:
Real Estate Syndications
$450 1 Hour Sessions
Business Plans & Decks
The Firm offers 1-hour pitch deck consultations to ensure legal compliance with securities laws regarding general solicitation of offers. All offers and sales of securities are required to be registered with the SEC unless exempted. There are a number of exemptions that a startup can take advantage of. The Firm can help startups with perfecting these exemptions as early as the business plan or pitch deck phase.
Remember, it is the responsibility of the startup to ensure its own securities legal compliance - not the investor or platform. So, what are you waiting for?
The Firm provides 1-hour consultation sessions specifically for those startups, small businesses, or nonprofits interested in conducting a Security Token Offering (STO) or Initial Coin Offering (ICO) in order to determine whether the particular STO or ICO in question is actually a security as defined by law and therefore, required to register with the SEC or file for an exemption.
The SEC has been cracking down on many STOs and ICOs due to their findings of unregistered securities. Do not make this same mistake!
Capital Raising Strategy
The Firm also provides 1-hour consultation sessions designed to help entrepreneurs, businesses, investment funds, nonprofits, and cooperatives sort through various capital-raising options for their enterprise. This includes a review and analysis of current business plans and prior capital-raising activity.
The Firm also offers 1-hour rewards-based crowdfunding consultations where we review campaigns to ensure that the suggested rewards do not cross over into the "securities" realm. We do this through analysis under the "risk capital test" which has been adopted by a number of state jurisdictions across the U.S. We also provide a general securities analysis in order to determine whether "securities" are actually being offered at the federal level.
Rewards-based crowdfunding is an offer of a "token of appreciation" in exchange for a monetary value from the offeror's supporters. Done right, the reward will not be construed as security. Done wrong, the business owner runs the risk of violating state and federal securities laws. Let us help you be sure that you are doing it right.
The Firm helps non-profits of all sizes become more sustainable through revenue-generating business ventures that better serve grassroots nonprofits and nonprofits led by people of color. This includes assisting with the creation of for-profit subsidiaries, charitable funds, and for-profit activities, while ensuring legal compliance with federal tax exempt statuses.
The Firm is particularly skilled at advising, consulting, forming, and structuring cooperatives as both sustainable businesses and community capital tools. We also provide 1-hour consultation sessions to cooperatives and people interested in forming cooperatives which includes strategies for forming and capitalizing cooperatives, as well as reviewing documents such as by-laws and membership agreements.
Mergers, Acquisitions, & Subsidiaries
We assist both for-profit and nonprofit entities with various capital raising legal strategies, including those that involve entity restructuring through mergers and acquisitions with affiliate companies, as well as through the formation of subsidiaries.
...where we engage in legal research, writing, and analysis that result in a legal opinion with guidance for structuring the appropriate entity and choosing the appropriate securities exemption for the investment offering.
In addition, we implement these strategies through legal compliance where (1) we form and file entities; (2) draft operating agreements, by-laws, and other governing documents; and (3) craft investment documents such as subscription agreements and offering disclosures such as the Reg CF Form C, Reg A Form 1-A, Reg D Form D, and Private Placement Memorandums (PPM) that are necessary for qualification by the U.S. Securities Exchange Commission (SEC) and State securities regulators.
We also offer legal maintenance of ongoing offers where we manage legal issues relating to the ongoing and closed offering such as investors' reports, new investment offers, and material amendments and annual reports to the SEC and/or State securities agency.