Our Practice Areas

Our practice areas are focused on areas that directly support growing organizations.

Securities Exchange Act Reporting (1934)

Reporting under the Securities Exchange Act of 1934 (10-K’s and 10-Q’s) require your company to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on an ongoing basis.

Registration Statements

In connection with a public offering of securities, an issuer must prepare a registration statement to give potential investors a reasonable basis upon which to make an investment decision. These will typically be on Form S-1, F-1 or S-3. Public companies may also offer securities on Form C pursuant to Regulation Crowdfunding (RegCF) or on Form 1-A (Reg A+).

Private Placements

Companies considering selling stock or debt securities to investors should be aware that a well-tailored and written private placement memorandum can help avoid future litigation. Such private offerings are made pursuant to Rules 506(b) or 506(c) of Regulation D.

Corporate Governance

Corporate Governance Advisory is a complete set of services that assists companies during their institutionalization process. Governance requirements under Sarbanes – Oxley vary depending on a variety of circumstances.

Securities Compliance

Our team will carefully review your company's procedures to ensure compliance with all applicable federal and state securities laws.

Mergers & Acquisitions

We advise clients on M&A, exits and demergers as well as joint ventures. We also provide regulatory compliance advice for any transaction that is complex or cross-border in nature to ensure your company's interests are protected throughout the process

Small Company Financing

Companies that are on the verge of commercialization need strong financial management. This adds significant value to the strategic planning process decision-making and ultimately the bottom line

Form 211 Filings

If you aren’t going public through an IPO and want to trade in the over-the-counter market, pursuant to SEC Rule 15c2-11, a Market Maker must file Form 211 with FINRA. Form 211 provides the basic information regarding the company. Recent changes to the Rule require companies to remain diligent in maintaining current public information. In order to fully comply with Rule 15c2-11 there are many items that need to be provided to the Market Maker. We work with Market Makers and OTC Markets Group to help you go public or maintain your status.

Company Formation and Structure

A strong foundation will save founders time, money, and future aggravation. Starting with a robust corporate structure tells seed and VC investors that you are sophisticated not only in your business but in doing business.

General Corporate Practice and Advisory

We have been advising companies large and small for the last 25 years. We also act as General Counsel for Small Public Companies.

Rule 144 clearance and compliance issues for Companies, Investors and Broker-Dealers

Rule 144 is the most common exemption that allows the resale of unregistered securities in the public stock market. The regulation gives a specific set of conditions that a shareholder must meet in order to sell unregistered, "restricted," or "control" securities in the public marketplace.

Due Diligence

We perform strategic due diligence reviews to ensure soundness of mergers & acquisitions. We often work with outside audit and consulting firm to ensure that representations are accurate.

Cannabis Regulation

If you are in the cannabis or hemp business, we will help make sure your product is compliant with the myriad of regulations. We have contacts throughout the industry to help clients achieve complete solution for their legal and compliance needs.

Blockchain/Tokenization

Our law firm offers cutting-edge legal services to clients in world of blockchain. Our multidisciplinary approach allows our customers access not only to traditional securities broker dealers and alternative trading systems, but also to subject matter experts in transaction structures, cybersecurity, public policy, litigation and tax.

Jonathan D. Leinwand, P.A