Corporate & Securities
Our attorneys are skilled at combining legal advice with pragmatic business suggestions to assist clients with the legal matters involved in every stage of their businesses–from initial formation to operations and financing to the eventual exit strategy. Our attorneys can assist small businesses and entrepreneurs with the initial start-up phase of their businesses, such as, entity formation, obtaining licenses, and the design and negotiation of employment arrangements (non-compete, non-solicitation, stock option plans, and similar arrangements), and satisfy not-for-profit rules (for Non-Profit Corporations and IRC 501(c)(3) Charitable Organizations). We provide general counsel services to emerging and established businesses with all matters relating to the operation of their businesses, such as, equity and debt financing, protection and commercial exploitation of intellectual property and technology assets, negotiation of business contracts, and planning for succession and exit.
Di Santo LLP’s attorneys have represented a variety of borrowers and lenders in lending transactions. Our business focused approach helps us understand issues from both the borrower and lender perspective and we are keenly aware that a well-negotiated loan document allows flexibility on the part of the borrower and security for the lender. By taking a practical approach to complex lending arrangements, our attorneys add value to any type of lending transaction, including leveraged bank loans, revolving credit facilities, or asset back loan facilities. Our attorneys have represented lead banks on some of the largest syndicated loans over the past decade and we understand the loan market is constantly evolving. It is our place to advise on market standards and acceptable loan provisions in a relevant economic climate. From the first draft to closing, Di Santo LLP’s attorneys are engaged in the process and guiding our clients from term sheet to funding.
Hedge Fund Formation and Finance
The Firm represents investment advisers and fund sponsors seeking to form domestic or offshore hedge funds. In structuring and forming offshore funds, the Firm has an extensive network of local counsel, fund accountants, auditors and other vendors.
The Firm’s Hedge Fund Group has extensive experience in the following formation services:
- Advise Commodity Trading Advisors (CTAs) and Commodity Pool Operators (CPOs) regarding registration and compliance issues
- Structure and draft Private Offering Memorandum, Limited Partnership Agreement and Subscription Documents
- Prepare Investment Advisory Contracts and Investment Management Agreements
- Review and negotiate Custody Agreements and Prime Broker Arrangements with third party service providers
- Advise on compliance with Regulation D and other capital raising issues
- Prepare SEC Form D and state filings
- Assist hedge fund managers with SEC or state investment adviser registration
- Advise regarding state and federal laws and regulations affecting hedge funds
- Assist in establishing relationships with hedge fund administrators, accountants, auditors, custodians, prime brokers and other service providers
The Firm also advised on the following operational and ongoing issues:
- Advise on compliance with solicitation of investors and advertising
- Reviewing qualifications of investors under safe harbor rules
- Advise on compensation arrangements with brokers and dealers
- Implement ongoing reporting and performance measures compliance with SEC and AIMR
- Advise on regulatory framework for trading hot issues to determine if certain investors are “restricted persons”
- Structuring investment management and performance fees to ensure compliance with regulatory requirements, including the Investment Advisers Act of 1940 and ERISA regulations
The Firm regularly handles all aspects of mergers and acquisitions, including drafting and negotiating transaction documents, advising on tax implications, corporate governance issues, and securities compliance. Our attorneys have extensive experience in representing all categories of transaction participants, including buyers, sellers, major stockholders, lenders, financial advisors, management, special board committees, venture capitalists, individual investors, private equity funds, and hedge funds.
The Firm’s representative transactions in this area include:
- Represented private investment vehicles purchasing securities from over-the-counter public entities (PIPEs) in an aggregate amount of over $15 million.
- Represented technology service provider in stock purchase acquisition of competing business and subsequent merger of affiliate entities.
- Represented mid-cap investment bank in its acquisition of qualitative market research company.
- Represented chemical manufacturing company with its acquisition of a competing manufacturer.
- Represented Latin American telecommunications startup in a reverse merger with a public shell company.
The Firm regularly represents both issuers and underwriters in all aspects of public and private securities offerings, including negotiation of term sheets, preparation of offering and disclosure documents, securities compliance and tax implications. Our experience includes representing both established and emerging companies seeking to raise capital through public offerings and private placements of equity and debt securities.
Representative transactions of the attorneys in our Securities Group include:
- Represented PIPE private equity fund in its formation and offering phase from both domestic and international accredited investors
- Represented a mall REIT in its initial public offering on the NYSE
- Represented specialty finance company in a Rule 144A private placement
- Represented managing underwriter of an initial public offering as an asset manager on the NYSE
Securities Law Compliance & Reporting
Securities law compliance issues arise whenever a business entity desires to make an initial offering of ownership interests or issue additional shares to new or existing owners of the entity. We are able to determine whether state or federal securities laws apply to certain transactions, are able to assist closely held business clients in qualifying for the various securities laws exemptions and in the preparation of private placement memoranda, other disclosure documents, and filings with state and federal securities regulation authorities.
Our services range from resolving traditional corporate law matters to counseling clients on complex issues in areas that include:
- Compliance with the Securities Act of 1993, Sarbanes-Oxley Act of 2002, and Securities Exchange Act of 1934;
- Preparing and filing Form 8-Ks, 10-Ks and 10-Qs, proxy statements and other periodic reports;
- Establishing internal procedures for dealing with trading in securities by corporate insiders;
- Complying with the listing standards and requirements of NASDAQ, NYSE, OTCBB and Pink Sheets
- Compliance with the Financial Industry Regulatory Authority (or FINRA) conduct rules
- Advising boards on corporate governance matters, including development of appropriate governance guidelines, policies, charters, codes and best governance practices.
The Firm regularly advises startup companies, venture capital funds and angel investors in all aspects of venture capital financings, including term sheet negotiation, transaction structure and valuation issues, offering and disclosure documents, and post-closing corporate governance matters. We are able to leverage our expertise in other areas of law to provide comprehensive advice to our clients, including securities regulation, alternative finance structures, review of intellectual property issues, employment matters, litigation exposure, compliance with outstanding debt instruments and other material agreements.
The Firm’s representative transactions in venture capital include:
- Represented a technology venture in (i) its negotiations with its private equity investor, the Cisneros Group, regarding corporate restructuring and future financing, (ii) its renegotiations of existing technology licensing and development agreements with its vendors and suppliers and (iii) sourcing vending manufacturers in China.
- Represented U.S. hydrogen technology venture in connection with joint venture matters with Taiwanese hydride manufacturer.
- Represented gourmet mobile food startup with seed round financing (involved 20+ investors located in 6 states, accredited and non-accredited), first venture capital financing and preparation for next round financing of up to $5 million
- Represented venture capital fund in originating and investing in several startup companies in both the U.S. and Europe.
- Represented luxury goods and services online marketplace startup with convertible note financing involving institutional investors.
- Represented medical device startup with a convertible note financing for research and development of initial surgical device.
- Represented L.E.D. lighting fixtures startup with bridge loan financing and Series A private placement involving institutional investors and private equity funds.
- Represented independent film production company with private placement to accredited investors located in various U.S. jurisdictions as well as offshore investors.