Securities and Venture Capital
Michael A. Refolo
Mirick O’Connell’s Securities and Venture Capital Group regularly advises private and public companies concerning Securities and Exchange Commission rules and regulations. We work closely with start-up companies that seek financing, whether through a securities private placement or through other debt or equity offering. Our clients include corporations, limited liability companies, partnerships and other business entities in all industries, including high technology, banking and manufacturing.
In addition, we serve as general counsel or as special securities counsel and advise public companies of all sizes, from Pink Sheet companies to companies on the OTCBB, Nasdaq, NYSE and foreign exchanges.
Private Placements and Venture Capital. We work with private and public companies and investors with equity financings, from private placements and subscription documentation for start-ups and early-stage companies to private investments in public equity (PIPEs) for public companies. We work to ensure SEC and state blue sky compliance with respect to these securities offerings. We also represent placement agents who work with public and private companies to place securities. We assist clients with due diligence review, including a review of patent and other intellectual property as a part of a venture capital investment.
SEC Disclosure and Reporting. We regularly assist public companies, shareholders and executives with their reporting requirements, including public company quarterly, annual, and current reports on Forms 10-K, 10-Q and 8-K, as well as Proxy Statements; Form 3, 4 and 5 filings; and Schedules 13D and 13G. We also advise companies and shareholders with respect to insider trading issues, 10b-5 plans, Regulation FD requirements, website disclosures, press releases and other investor communications, Rule 144 opinions, corporate governance and Sarbanes-Oxley compliance. Further, we work with companies with stock exchange listing matters.
Public Offerings. We prepare registration documents for companies that are issuing debt or equity securities, whether on Form S-1, S-2 or S-3. In addition, we prepare dividend reinvestment plans and shelf registrations.
Employee Benefits. We work closely with public and private companies with respect to their employee benefit plans, including tax-qualified pensions, profit sharing, 401(k), health and welfare, cafeteria and employee stock ownership plans. We also help public companies prepare their Compensation Discussion and Analysis (“CD&A”) as part of their annual filing requirements. We prepare stock option and stock award plans and agreements, and ensure compliance under federal and state tax and securities law.
White Collar Defense and Government Investigations. We represent clients involved in SEC, FBI and other regulatory investigations involving alleged securities fraud. We have represented both investors and brokerage firms in FINRA arbitrations involving allegations of account mismanagement, and we have conducted internal investigations on behalf of boards of directors and committees of independent directors.
Represented a technology company in connection with a $6 million venture capital financing
Served as general and SEC counsel to a public company that offers online and VIP concert ticketing services to celebrities
Represented a placement agent with respect to a $6 million PIPE transaction for a public company
Served as lead counsel in connection with $73 million initial public offerings
Served as lead counsel with a roll-up of eight companies simultaneous with a $75 million bond financing and subsequent private/public debt swap, followed by a roll-up of two additional companies simultaneously with a $38 million initial public offering
Represented a client with respect to SEC and grand jury investigations involving alleged violations of federal securities laws
Performed an internal investigation for the audit committee of a public company involving allegations of corporate fraud
Denise S. Butler
Jeffrey L. Donaldson
Paul J. D'Onfro
Robert P. Lombardi
David L. Lougee
Michael A. Refolo
David E. Surprenant
Jeffrey E. Swaim