For entrepreneurs and emerging businesses, the inability to access capital frustrates commercialization of their business plan and may ultimately undermine achievement of any of the plan’s desired objectives. Conventional lenders shun entrepreneurs and impose onerous loan conditions on operating businesses that impede, rather than facilitate, loan closings. Private securities offerings (a/k/a private placements) conducted by business entities seeking to sell their securities to investors represent an alternative means of raising capital, and fill the void left by the lending community. Any private sale of a security implicates state and, possibly, federal securities laws and regulations. If properly structured and implemented, private securities offerings obviate the need to register the offered securities based on one or more exemptions from registration found in the applicable securities laws.
Not surprisingly, state and federal laws tightly regulate private securities offerings and mandate strict compliance with their disclosure and investor requirements and conditions. Our seasoned securities attorneys represent issuers of all sizes and at varying stages of development, as well as investors exploring investment opportunities in start-ups and mature businesses.
We counsel our issuer clients on all aspects of the offering, from valuation of the company to the preferences and privileges granted to the investors in the offering, risk disclosures, and the appropriate maintenance of the founders’ and principals’ equity positions following the offering.
Throughout the offering process, we ensure compliance with applicable securities laws, prepare all requisite documentation, such as the offering memorandum, subscription agreement, and, if necessary, the issuer’s formation and governing documents, and address investor questions and concerns if and when they arise. Investor clients invariably benefit from our experience representing issuers and the resultant insight into the preferences, and privileges typically granted investors in private offerings, and identifying the “too good to be true,” or “aspirational,” offerings. We efficiently manage these transactions and work with our clients to contain the associated fees and expenses.
I have had the pleasure of working with attorney Lisa Kavalhuna for many years. Her eloquent and effective methods of communication and facilitation among a room full of individuals, while utilizing her strong analytical and practical problem-solving techniques, provides results-driven, positive outcomes. This relatable leadership strength has proven effective with her clients. As a result, she has built valuable strategic relationships with others.
We have used Hertz Schram for over a decade. They know our corporation inside and out, understand the automotive market and support our HR Dept in legal support with employee/401K/Insurance/Payroll concerns. I find them an invaluable resource especially in this country where you need the best legal support. Any of our people can contact them for concerns relating to contract, HR, tax or other items of concern. They are also experienced in dealing with public companies.
Attorney Lisa Kavalhuna played an invaluable role, as both an attorney and a counselor, in the last several years of my career. Like many small business owners, I had neither prepared my business for my exit nor kept up with pension and estate planning opportunities and possible pitfalls over the years. First, she clarified my organizational structure and strengthened my entity's documents so that I had a viable choice as to whether I would sell the business or implement a succession plan. Simultaneously, she steered me (with the assistance of her partners) through implementation of a highly advantageous pension plan and vastly improved estate planning documents. She always kept my personal well-being in mind as I repeatedly course-corrected. She often helped me see the path to get out of my own way. Ultimately, I completed a succession with which I am more than pleased on a personal level in terms of the legal and financial matters and which is consistent with the way I wanted to take care of my family and my employees.
Our family has relied on attorney Jeffrey Robbins to guide us through multi-generational matters for over three decades. In that time, we have sought his counsel if all facets of our business and personal tax and estate planning issues, culminating in the sale of our company and continuing to represent us in all personal and business matters. He has been with us even as we moved our entire family and operations to the East Coast over 20 years ago.