Our attorneys have extensive experience representing clients in all aspects of private and public securities offerings, federal and state securities regulation, and securities elements of mergers and acquisitions.

We also advise our clients regarding capital raising efforts and other investment transactions, which typically require compliance with a variety of both state and federal securities laws.  We assist private companies structure their capital raising efforts in the most efficient way possible to comply with securities laws.  In addition, our attorneys have broad experience assisting public companies with the registration of equity and debt securities offerings in compliance with state and federal securities laws.  In connection with advising on securities law compliance, we will assist in preparing required filings, forms and reports with the Securities and Exchange Commission (SEC) and appropriate state securities regulators.

Our services include:

Pre-Transaction Planning

To achieve optimal results in connection with a capital raise or securities offering, proper transaction structure and planning is essential.  Our attorneys have the experience and expertise necessary to structure transactions in the most efficient manner possible to comply with state and federal securities laws.  An astute understanding of securities laws enables our attorneys to structure deals in a way that makes compliance with regulatory requirements uncomplicated and efficient.

Private Placements

We help clients understand and navigate complex state and federal disclosure, registration, exemption and anti-fraud requirements when raising capital or engaging in corporate transactions.  A company’s first encounter with securities laws generally occurs at an early stage when the business initially requires outside capital, often times before the business is an attractive candidate for venture capital, private equity or other institutional investors.  We assist clients in all aspects of this process, from negotiating “angel” financing terms to preparing a formal Private Placement Memorandum in connection with a Regulation D private placement.

Venture Capital

A venture capital investment is a distinctive type of securities transaction that requires particular knowledge and legal expertise.  We represent both venture capital investors and issuing companies in the financing of startup and growth-stage companies.  We counsel clients on all aspects of the venture capital process, including structuring exit strategies, preparing private placement memoranda for Regulation D offerings and other state and federal securities law compliance.  For a company seeking venture capital financing, managing investor expectations and securities law compliance are vital to success.

Public Offerings

We assist clients with a variety of securities transactions under the Securities Act of 1933, as well as Ohio state securities laws, including registered public offerings of equity and debt securities.

In connection with our securities practice, our attorneys have knowledge and experience in various industries, including a particular focus on:

  • Technology-based businesses
  • Software and mobile application development businesses
  • Agricultural Cooperative Associations
  • Real estate and development businesses
  • Restaurant and hospitality businesses
  • Medical practices, pharmacies and other healthcare businesses