Corporate and Securities News

In the news provided by Littman Krooks LLP

Mitchell C. Littman, Esq. participated in a panel discussion on the Capital Markets of Tomorrow - Meet The Pioneers of The Private Company Marketplace. This panel was part of the SoHo Loft Capital Creation and Crowdfunding Conference. It was held on Monday, January 23, 2012 at Reed Smith's Conference Center, 599 Lexington Ave., 22nd floor, New York City. For more information, please visit http://archive.constantcontact.com/fs054/1101471913887/archive/1109101328790.html

Mitchell Littman featured in BioWorld Insight's article "Opportunity vs. Vulnerability In New Fundraising Initiatives". To read the complete article, please visit http://www.littmankrooks.com/wp-content/uploads/2011/12/Capital-Formation-Series-Opportunity-vs.-Vulnerability-In-New-Fundraising-Initiatives.pdf

Mitchell Littman featured in BioWorld Insight's article "Creating an IPO Alternative for Small Biotechs". To read the complete article, please visit http://www.littmankrooks.com/wp-content/uploads/2011/11/Creating-an-IPO-Alternative-for-Small-Biotechs.pdf

Mitchell Littman featured in BioWorld Insight's article "Viva La Revolucion: Reg-A, Crowd-Funding Bills Expand Options for Biotechs". To read the complete article, please visit http://www.bioworld.com/content/viva-la-revolucion-reg-crowd-funding-bills-expand-options-biotechs.

Mitchell C. Littman, Esq. has been selected by Hudson Valley Bank to host a Continuing Legal Education Seminar on "Private Placements, Regulation D and the Growth of the Secondary Market for Private Shares." This free CLE Seminar will be held on Thursday, June 16th from 8:00AM to 10:30AM at One Grand Central Place, 60 East 42nd Street, New York, NY in the Ground Floor Conference Center. For more information, click here.

Littman Krooks sponsored a DealFlow Media webinar "The Secondary Market for Private Shares" on April 5, 2011. This web seminar focused on the rapidly growing secondary market for private company stock due to the decreased activity in the IPO and M&A markets and the resulting loss of liquidity for many private company stakeholders. Please click here to listen to this taped webinar: https://dealflow.webex.com/ec0605ld/eventcenter/recording/recordAction.do;jsessionid=T6MkTLlBTY2m1yvbCKQBYp6YWhhQ2RCqkHjnNqZ1mThC1GkDM79Q!-1005985611?theAction=poprecord&actname=%2Feventcenter%2Fframe%2Fg.do&actappname=ec0605ld&renewticket=0&renewticket=0&apiname=lsr.php&entappname=url0107ld&needFilter=false&&isurlact=true&rID=3464577&entactname=%2FnbrRecordingURL.do&rKey=d836cbeacb4916b2&recordID=3464577&siteurl=dealflow&rnd=6522816258&SP=EC&AT=pb&format=short

Littman Krooks Places in the Top Ten in National Rankings of Representation of Placement Agents in PIPE Transactions in 2010. To see this complete article, click here.

LK represents marketing innovation firm in acquisition by London-based communications agency. To see this complete article, click here.

Mitchell Littman Speaks at Silicon Valley Event 

Littman Krooks LLP founding partner Mitchell Littman was among the experts speaking at Private Company Stock Conference 2010, held on September 27 at the Four Seasons--Silicon Valley in East Palo Alto, California.

Mr. Littman participated in a panel discussion concerning "Legal Considerations for Issuers: Protecting Private Company Exemptions."

When a company's stock is sold in the secondary market, the company walks a fine line between behaving like a public company while retaining private company status and exemptions. Mr. Littman and the other legal professionals reviewed the regulatory issues and explained how to avoid common pitfalls that can affect a company's SEC status.

For more information about the conference, visit http://www.dealflowmedia.com/conferences/pes_conference_10.cfm.

Littman Krooks represents Iconic Fragrances in licensing transactions for numerous celebrities with Parlux Fragrances 

The firm represented Iconic Fragrances, LLC, a venture between fragrance veteran Rene Garcia and entertainer Shawn "Jay-Z" Carter, in its agreements with Parlux Fragrances, Inc. (NASDAQ: PARL). Through Iconic, Parlux has entered into individual worldwide fragrance licenses for multiple Grammy award winning and multi-platinum selling international entertainers Rihanna and Kanye West. Iconic also is in the final stage of negotiations for a worldwide fragrance license with Shawn "Jay-Z" Carter, and in discussions with a well-estatblished female artist.  

Littman Krooks Ranked in 7th Place in 2008 on Representation of Placement Agents in Pipe Transactions
(New York, NY - January 23, 2009) Littman Krooks LLP has been ranked seventh in the nation in The 2008 U.S. PIPE (Private Investment in Public Equity) Market Placement Agent Counsel League Table based on number of transactions, published by Placement Tracker. "As the only boutique law firm in the top ten listing, we are particularly proud of our 2008 ranking which validates our value-add presence to investment banking firms and issuers in the PIPE market space," said Steve Uslaner, a partner in LK's corporate finance group. "We look forward to continuing to guide our clients through the challenging environment that presents itself in 2009."

PlacementTracker is a well-recognized independent research service which covers the PIPE market and is a product of Sagient Research Systems Inc. Other areas included in the 2008 U.S. PIPE Market League Tables were rankings of transactions and by total amount placed, and legal counsel to market issuers by number of transactions.

"Since our inception in 1990, our firm has abided by our dedication to provide large law firm service with small law firm attention to our clients" added Mitchell Littman, a founding member of the firm. "Our national ranking demonstrates our ability to deliver quality service to the investment banking community on a cost effective basis." 

Littman Krooks in Joint Letter with 7 Law Firms Seeks Changes to Rule 144 from the SEC
Littman Krooks, along with 7 other leading securities law firms, has submitted a formal letter to the SEC requesting changes to the new Rule 144 of the Securities Act. The request concerns the so-called "evergreen requirement" limiting sales of restricited stock in former shell companies.

The evergreen requirement essentially maintains that once a shell, always a shell, thereby limiting small companies' ability to secure financing, according to the attorneys on board. Instead of the additional requirements being applicable for the life of the company, the attorneys are requesting that they apply only for the first year after a company ceases to be a shell.

The eight lawyers are now making their formal request for rulemaking directly to the five commissioners.  

Littman Krooks LLP client raises $4.8 million for Swedish mobile communications company 
  • An investment banking client of Littman Krooks raised $4.8 million in private transaction in which warrants to purchase common stock in a Swedish mobile communication company that develops touch screen technologies and designs mobile handsets.


Littman Krooks LLP client raises approximately $6.5 million for a private problem solving company

  • An investment banking client of Littman Krooks approximately $6.5 million in a private offering for a company that connects companies, academic institutions, public sector and non-profit organizations that are hungry for breakthrough innovation, with a global network of more than 145,000 of the world's brightest minds on the world's first open innovation marketplace.


Littman Krooks client raises in excess of $16 million for a private medical technology company

  • An investment banking client of Littman Krooks in excess of $16 million for a medical technology company that pioneers innovative technologies to help reduce patient suffering and death from heart attacks. 


Littman Krooks LLP client raises approximately $13 million for casual restaurant franchisor in reverse merger PIPE

  • An investment banking client of Littman Krooks successfully raised approximately $13 million in a reverse merger PIPE financing for a Northeast based franchisor and operator of fast-casual restaurants and nutritional product retail stores. 

Littman Krooks LLP client acquires NY  based shoe store chain

  • Littman Krooks represented a NASDAQ listed company in the acquisition of a regional shoe store chain based in New York City.

Littman Krooks LLP represents private web-based client in capital investment by Fortune 100 company

  • Littman Krooks represented a privately held web-based producer and distributor of high quality video aimed at car shoppers in connection with a $6 million investment by a Fortune 100 media conglomerate.

Corporate & Securities

The Benefits of Private Placement Memorandums

When conducting a private placement offering, there is one essential document that companies must draft: a Private Placement Memorandum. This document outlines all of the disclosures required by law and offers investors information so that they make informed decisions about participating in the offering.

A Private Placement Memorandum (PPM) outlines the terms of securities that are to be offered in a private placement. A PPM is used to provide information to potential investors so that they have the opportunity to properly evaluate the merits of an investment in the company. A PPM is not always required by law, but it is a required document if a company is offering securities to investors who are not accredited.

The contents of a PPM might vary based on the particular offering, the circumstances of the company, and whether or not the investors are accredited. Most PPMs contain the following elements:

  • A summary description of the security being sold, including the terms of the sale and the associated fees;
  • A complete description of the issuer, focusing on organizational structure, the history of the company, a summary of a company’s issued and outstanding securities, and the context of the offering;
  • A detailed business plan, including pertinent information related to market opportunity, the company’s products, its valuation proposition, its marketing and sales plans, management structure, financial information, and proposed use of proceeds;
  • A list of instructions detailing how to participate in the offer;
  • A summary of relevant or possible conflicts of interests of the issuer, its principals, its affiliates, or a combination of any of the above-mentioned;
  • The numerous risk factors associated with the investment, including risks that are common to similar investments and those risks which are unique to the issuer and its securities.

Creating a PPM, even when it is not required by law, can provide the issuer with a certain level of protection. Statements of an issuer, regardless of whether they are written or oral, are subject to both federal and state anti-fraud laws. As such, a well prepared PPM can help issuers avoid a potential securities fraud claim in the future, since it will provide a record of exactly what was communicated to the investors about the company and the offering.

A professional looking PPM can also work as an effective sales document for potential investors. It demonstrates that the directors and officers of the issuer are serious about their business and know their company and its industry well.

If you are considering holding a private placement, a corporate attorney can help you draft a PPM that will attract potential investors and ensure your company’s future growth.

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