Securities Law

When private companies make the decision to go public, it is important they work with an attorney who understands securities law. There are numerous legalities which must be addressed including filing the proper documents with the Securities and Exchange Commission, preparing public offering documents and more. In addition, once a company has gone public, there are several compliance matters including quarterly and annual filings that must be addressed.

Public Funding for Private Companies

In some instances, a company may wish to seek out public financing in order for them to go public. This includes reverse mergers and filings of Form 10 or S-1. Since our business focuses on the needs of companies who are issuing securities, we are well-placed to help deal with these matters. We can help with access to public options for bringing private companies to the market.

Compliance Matters for  Public Companies

There are numerous regulatory requirements which private companies do not have to deal with that are necessary for a public company. We can help with a range of these filings which include:

  • Form 10
  • Form 10-K, Form 10-Q filings, Form 8-k, Schedules 3, 4, 5
  • S-1 Filings
  • Audits
  • Proxies
  • Stock Market Listings
  • 144 Opinions
  • Debt conversions
  • Stock Option Plans
  • Shareholder Agreements

Legal Assistance for Internal Issues

When a company initially goes public it is fairly common for them to issue restricted stock to the current management, investors and owners of the company. However, before this stock may be sold publicly, the 144 restriction must be removed. These securities must be held for a specific period of time, other shareholders and the public must be notified that the restrictions are being removed and other restrictions such as the number of shares traded at any one time must be met.  We can help with these issues.

Debt Conversion

When companies initially go public, stock is often issued to investors with a conversion clause. While convertible promissory notes typically have a conversion date wherein the investor will recover their initial investment from the company by converting the debt to equity. Generally, this is done at a discount to the price of the shares on the conversion date. These transactions can be challenging and having legal assistance is necessary to ensure the proper documents are filed with the SEC and other regulatory compliance issues are met.

Companies who are considering going public, are seeking public financing or need help meeting the stringent requirements of the Securities and Exchange Commission should contact the Law Office Thomas J. Beener at 760-715-0726. We provide our services all over the state of California as well as nationwide on regulatory matters.