Make an Appointment with an Attorney

Schedule an appointment

(914) 684-2100 White Plains

(212) 490-2020 NYC

According to the FINRA Website, the FINRA Board of Governors took action regarding various rulemaking items at its December 8, 2010, meeting.  The following was announced with respect to private placements: Private Placements The Board considered proposed amendments to expand FINRA Rule 5122 (Private Placements of Securities Issued by Members) to govern all private placements in which a member firm participates (subject to limited exceptions). The fundamental elements of the …

Read More

Reverse Merger Candidates, Take Note

New FINRA Rule 6490 ties into Securities Exchange Act (SEA) Rule 10b-17 (Untimely Announcements of Record Dates) and became effective on September 27, 2010. Over-The-Counter Market (OTC) issuers must now give FINRA at least ten (10) calendar days advance notice of transactions including, but not limited to, any issuance or change to a symbol or name, mergers, acquisitions, dissolutions or other company control transactions, bankruptcy or liquidations.  They must also pay a …

Read More

All About Partnership Agreements

New businesses face lots of risks, no doubt. One of the best things you can do if you are beginning a business with a partner is to put together a partnership agreement.  This legal document clearly spells out the rights and responsibilities of each partner, which can minimize the chance of a legal dispute down the road.  There are lots of things that can sink a new business, but a …

Read More

A Brief Look at Liquidation Preference

In the world of venture capital, one of the common methods for minimizing investor risk is liquidation preference. But what is it, and how does it work? Liquidation preference, a common tool included in a venture financing deal sheet, assures that, should the company be liquidated or sold, preferred shareholders will always get something back for their preferred shares before common shareholders get anything.  The scope of liquidation preference varies …

Read More

Mitchell Littman to Speak at Silicon Valley Event

Littman Krooks LLP founding partner Mitchell Littman will be among the experts speaking at Private Company Stock Conference 2010, to be held Sept. 27 at the Four Seasons – Silicon Valley in East Palo Alto, California. Mr. Littman will participate in a panel discussion concerning “Legal Considerations for Issuers: Protecting Private Company Exemptions,” scheduled to take place from 11:20-12:10 p.m. When a company’s stock is sold in the secondary market, …

Read More

How to Design and Implement an Equity Incentive Plan

It is obviously important for companies to attract and retain top-level workers.  It is equally important to motivate and encourage them to strive for success. Offering equity incentive plans to high-level employees frequently accomplishes both tasks.  An equity incentive plan is a contract between the employee and the employer to provide an equity interest in the company. If the employee’s success is tied to the company’s success, it can create …

Read More

Special Purpose Acquisition Companies (SPACs) can offer a number of advantages to benefit mergers–from creating more liquidity to attracting new investors. A Special Purpose Acquisition Company or Corporation (SPAC) is a publicly-traded buyout company that raises money for the purposes of pursuing the acquisition of an existing company. SPACs can be an excellent vehicle for raising blind pool money – most of which typically ends up in trusts. The money …

Read More

The business judgment rule is a legal concept that gives the directors and officers of a corporation a measure of protection against liability while they are conducting business for their corporation.  Directors and officers are entrusted with the responsibility of managing the corporation’s affairs.  In this role, they often face difficult questions concerning whether to sell assets, acquire or merge with other businesses, expand to new areas of business, or …

Read More

In our post dated July 19, we noted that as a result of the adoption of the Wall Street Reform Act, one of the definitions of “Accredited Investor” was amended to exclude from the calculation of an investor’s net worth the value of the his or her primary residence.  In late July, the SEC Staff offered interpretive guidance with this new provision.  The staff noted that Section 413 of the …

Read More

Drafting a Buy-Sell Agreement

A buy-sell agreement is meant to protect the interests of the business and all the partners involved by establishing guidelines for selling the business shares. A company’s buy-sell agreement should dictate when shares can be sold, in what manner they can be sold, and the price at which they can be sold. The agreement will protect the business in the event that certain life changes occur, such as divorce, bankruptcy, …

Read More