Securities Lawyers for Palm Bay, Florida
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Rebecca R.
Experienced attorneyin leasing, NDA, family law, commercial real estate, immigration and employment . Well versed in internal and external policy document and manual creation.
"Quickly understood our requirements and created a customized doc to meet our needs with a fast turnaround... We'd definitely work with Rebecca again!"
Gill D.
Erik has been a practicing attorney in Florida for over a decade. He specializes in employment and real estate contracts. He has represented clients big and small and can assist with any contract issue.
"Gill was a pleasure to work with, very knowledgeable, and delivered the information I needed quickly and succinctly."
Adalbert M.
Dynamic Attorney helping people and small business owners protect their assets. Managing Partner at Apfelbaum Martinez Law, in Port Saint Lucie, Florida. Offering a wide range of legal services including: Business Law, Commercial Transactions, Estate Planning, Living Trusts and Wills, POA and Advanced Directives, Business Formation, Contract drafting, Business Counsel, Prenuptials and Postnuptials, and more. **Licensed in Florida and fluent in English and Spanish.
"Super professional, punctual and with great personality! I am happy with our work!"
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Lauren W.
Accident and injury attorney. Prior to going to law school I was a paralegal for 12+ years primarily in personal injury. I also worked for a local school district as the Risk Manager and a Buyer in Procurement where I facilitated solicitations and managed all the contracts for the district.
"Lauren reviewed my prenup promptly, gave good feedback, and was pleasant to work with."
Brian R.
Brian M. Rokaw has negotiated, drafted, and reviewed a multitude of contracts, resolutions, and agreements for a wide array of business owners. Brian has represented clients who are starting a business, selling a business, buying a business, creating a partnership, establishing a corporate entity, as well as those that are dissolving a business throughout the State of Florida. Brian M. Rokaw is knowledgeable and experienced in all real estate related matters, both residential and commercial including closings, financing, and litigation. Brian has drafted hundreds of deeds, affidavits, bills of sale, and settlement statements. Brian has represented clients in all areas of the real estate industry, including buyers, sellers, developers, management companies, brokers, and investors throughout the State of Florida. Brian M. Rokaw has successfully defended against actions and negotiated settlement agreements involving all types of consumer debt. Brian has represented homeowners and commercial property owners that are facing foreclosure, being pursued by judgment creditors, consumers burdened by secured and unsecured financial obligations, as well as collection accounts throughout the State of Florida.
David A.
Graduated UF Law 1977. 40 years experience in Family Law/Divorce and Prenuptial Agreements. Rated "AV Preeminent" By Martindale Hubble, the oldest lawyer rating firm in the USA. Top 5% of attorneys in Florida as reviewed by Judges and other Lawyers (not client reviews). Personal prompt service and easy to contact--available 24/7. Good negotiator and very personable. My clients are my priority.
"David was very helpful, patient, and responsive on this project. He cares about his clients and works to build a relationship and address your needs. I would absolutely recommend David."
March 23, 2022
Joann H.
I practiced law for the past 22 years in Immigration, Bankruptcy, Foreclosure, Civil Litigation, and Estate Planning. I am interested in downsizing to a more workable schedule to allow the pursuit of other interests.
Josh L.
Josh is a founding partner and the director of Art and Business Law for Twig, Trade, & Tribunal PLLC a local Fort Lauderdale law firm. His practice focuses on Art and Business law including art transactions, legal strategy, art leasing, due diligence, contract drafting, contract negotiations as well as other facets of Art Law including consulting for all market participants. He also advises clients regarding issues for Non-Fungible Tokens (NFTs) again focusing on contract drafting, strategic guidance, and other factors as it relates to art produced as NFTs having given numerous presentations on the subject.
June 13, 2022
Jason Q.
I am a Florida estate planning and probate attorney helping clients achieve their goals through personalized legal strategies. Excellent communication, thorough preparation, and accurate execution are the keys to success.
September 8, 2022
Tiffanie W.
Tiffanie Wilson is a business transactions and personal injury lawyer. She helps clients realize their business goals by expertly drafting contracts, providing sound legal advice, and working for justice for injured clients.
Max L.
Hi there. My practice focuses on several aspects of business law, including business entity formation and organizational documents, trademark and copyright, tax disputes, and contracts. I work with quite a few creative entrepreneurs, such as photographers, artists, and musicians.
February 11, 2023
Moxie M.
Lindsey has always been deeply invested in the power of knowledge; she was born and raised in Columbus, Ohio before making her way to Miami University for a dual Bachelor's degree. Afterward, Lindsey completed a Juris Doctor at Stetson University with an International Law concentration before earning a Health & Hospital law Certificate from Seton Hall School of Law. After graduating law school, Lindsey began her career as an associate at a Florida-based insurance litigation firm. She eventually transitioned to become a multi-year Rising Star in Employment Law by Super Lawyers as a labor and employment lawyer with Scott Wagner and Associates, supporting clients in Florida, California & Ohio with employment law matters. Her expertise covers counseling on workplace policies/handbooks; investigations into EEO discrimination/retaliation claims; wage disputes & wrongful terminations - equipping employees across multiple states for success in the ever-changing modern workforce landscape. Leveraging extensive knowledge of state/federal regulations gained from handling dozens of cases over many years, Lindsey has established herself as a leader in the field. Lindsey is a seasoned litigator, well-versed in the complexities of employer and employee disputes. She has represented clients on both sides during numerous mediations and provides an informed perspective when advocating for her clients' interests. She sharpened her dispute resolution skills by completing Harvard Law School's Negotiation Mediation course as part of their Executive Education Program as well as a Florida Circuit Civil Certified Mediator - making her qualified to mediate Circuit Civil cases in Florida as well as California and Ohio. Her breadth of knowledge provides valuable insight into the complexities each side faces while navigating their way through conflict mediation situations. With her varied expertise in the world of entertainment industry employment law, Lindsey has become a go-to source for Hollywood professionals, studios, and companies looking to make sure their legal considerations and entertainment contract law knowledge is up to date. From contract negotiations and employment advice to her outstanding knowledge of current regulations, she provides clients with everything they need for success both now and into the future. Lindsey dedicates her time and expertise to advancing the legal community. She proudly serves on the Executive Council for Florida Bar Association Labor and Employment Section, as well as with American Bar's Membership Outreach Committee in a leadership role. Lindsey is also an respected LA Magazine Editorial Board Member while Co-Chairing both LACBA CLE Event Dinner Committees - focusing on labor and employment law developments. Lindsey is passionate about providing accessible legal services to those in need. She serves on the Pro Bono Mediation Panel for the U.S Central District Court of California, volunteers as a mediator with California Lawyers for Arts and acts as Settlement Officer with Los Angeles Superior Court's ResolveLA program - all while donating her time towards resolving disputes through pro bono mediation at Equal Employment Opportunities Commission (EEOC). Lindsey is a globetrotter, an outdoor enthusiast, and dedicated sports fan all rolled into one. While splitting time between California, Florida and Ohio she has the best of three world - from hiking trails to family gatherings there's always something interesting on her horizon! Plus with photography as a hobby Lindsey enjoys capturing life’s precious moments so they can be treasured for years to come.
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Securities
Subscription Agreement
Florida
I was considering a private placement into a public company. we spoke about pricing and I wired $125k as the company was poushing for capital. I never received a subscription agreement for 8 months from the company which I then never signed because the SEC investigation caused the stock to drop considerably over 8 months. The company Atty tried to get me to sign subscription agreement and an accredited investor packet. I never didThe class action and SEC investigation ended about 2 years later but we never came to an agreement. The $125k I see booked in their public filings under equity but no details other than that. I want my money back? did the company violate any securities laws by not return ng the money when there was no subscription agreement. I am a Florida resident
I was considering a private placement into a public company. we spoke about pricing and I wired $125k as the company was poushing for capital. I never received a subscription agreement for 8 months from the company which I then never signed because the SEC investigation caused the stock to drop considerably over 8 months. The company Atty tried to get me to sign subscription agreement and an accredited investor packet. I never didThe class action and SEC investigation ended about 2 years later but we never came to an agreement. The $125k I see booked in their public filings under equity but no details other than that. I want my money back? did the company violate any securities laws by not return ng the money when there was no subscription agreement. I am a Florida resident
Kenneth G.
Holding your money is not, by itself, a securities law violation. The securities laws regulate how the company offered and sold the stock. A company that takes an investor's money before delivering offering documents or confirming accredited investor status has put its private placement exemption at risk. If no exemption applied, Section 12(a)(1) of the Securities Act gives the buyer a right to rescind, but that claim must be brought within one year of the violation and I think it has expired. If the company knew about the SEC investigation when it asked you for capital and did not tell you, you may also have a fraud claim under Rule 10b-5 and the Florida Securities and Investor Protection Act (Chapter 517). Those claims generally must be filed within two years after you discovered the facts and no later than five years after the violation. You learned of the investigation more than two years ago, so timing is a serious obstacle there too. Your stronger claim is probably a state-law claim that no agreement was ever completed and the company therefore has no basis to keep your funds (unjust enrichment or money had and received). Expect the company to argue the opposite, that you agreed on price orally, paid, and became a shareholder. An agreement to buy stock does not have to be in writing to be enforceable, so the missing subscription agreement helps you but does not decide the question. The equity entry in the public filings suggests the company treats your payment as a completed or pending stock purchase. If that is right, the company owes you shares. If it is wrong, it owes you a refund. It cannot keep the money and give you nothing. Florida generally allows four years for unjust enrichment and oral contract claims, and the period may run from the date of your wire. On your timeline, at least two years and eight months have passed, and the law of the company's home state may also apply. I would gather the wire confirmation, every email and text with the company and its attorney, and the page of the filing showing the entry, and I would ask the company's transfer agent whether shares were issued in your name. I would not sign the subscription agreement or investor packet now without advice. A securities attorney should review the documents and send a written demand soon. This is general information based on the facts in your question and is not legal advice.
Securities
Private Placement Subscription Agreement
New York
Can you please explain the key provisions and considerations in a Private Placement Subscription Agreement?
I am in the process of investing in a private placement offering and have been asked to sign a Private Placement Subscription Agreement. While I understand that this agreement outlines the terms and conditions of my investment, I would like to have a better understanding of the key provisions and considerations that I should be aware of before signing. I want to ensure that I am fully informed about my rights, obligations, and any potential risks associated with this investment opportunity.
Danny J.
Here are the top 5 most important provisions in a Private Placement Subscription Agreement: 1. Investment Details (number of shares/units, price, total amount) 2. Investor Representations and Warranties (accredited investor status, risk understanding, etc.) 3. Company Representations and Warranties (accuracy of information, compliance, etc.) 4. Transfer Restrictions (limitations on selling or transferring securities) 5. Use of Proceeds (how the company will use the invested funds) It's important to note that there are at least up to 12 key provisions to consider in a comprehensive Private Placement Subscription Agreement. In addition, each agreement can have unique terms that require careful consideration unique to the deal or industry it's for. The specific language used in these clauses can significantly impact your rights and obligations as an investor. Given the complexity of these agreements and the potential risks involved in private placements, it would be prudent to have a thorough legal review before signing. As an experienced securities attorney, I could: 1. Analyze the specific terms of your agreement 2. Explain how each provision may affect your investment 3. Identify any unusual or potentially unfavorable terms 4. Advise on negotiating more favorable conditions, if necessary 5. Ensure the agreement complies with relevant securities laws Would you like to discuss your specific Private Placement Subscription Agreement in more detail to ensure you're making a fully informed decision about this investment opportunity?
Securities
Convertible Note
Ohio
Convertible note vs. KISS agreement?
I am an early-stage startup founder looking to raise capital. I am exploring different financing options and am trying to decide between a Convertible Note and a KISS agreement. I want to understand the differences between these two financing options, and the advantages and disadvantages of each, in order to make an informed decision.
Paul S.
Probably the primary difference is that a convertible note is debt, with interest and a maturity date. I do a lot of work with startups, and I rarely see convertible notes used anymore, and never see KISS agreements used. SAFEs are much more prevalent. That being said, there are a lot of different variables in all these instruments, and you should never just download a template and use it without customizing to your needs and discussing it with an experienced startup attorney. There are also securities law considerations. Raising financing from investors is not a good DIY project.
Securities
SAFE Note
New York
What is the difference between a SAFE Note and Convertible Note?
I am considering raising money and have been advised to look at these two instruments to raise money on.
Ramsey T.
Both SAFES (Simple Agreements for Equity) and Convertible Notes "convert" into equity. The fundamental difference between the two is that SAFES have no built-in interest rate and have no "end date." Convertible Notes are debt so they have an interest rate and after a certain period of time (perhaps two years in most cases) they can be "cashed in" by the holder who can force the start-up to pay back the investor (principal plus interest). SAFES have become very accepted in the investing community at this time and I always recommend that a start-up issue SAFES (and conversely I always recommend that an investor get a convertible note).
Securities
Stock Option Agreement
California
Stock option agreement and stock splits?
I am an employee of a company that is planning to offer stock options as part of my compensation package. I am trying to understand what would happen if my company does a stock split. Would my stock options be affected by the split, and if so, how? I want to make sure I understand the implications of a stock split before I accept the stock options as part of my compensation.
Thaddeus W.
Good question! Typically, a stock split will result in an appropriate adjustment to an option award so that, after the adjustment, the option holder (you, in this case) is "made whole" -- that is, you are effectively in the same place economically (as far as this option is concerned) after the split with the option as you were before. If you look at your company's Stock Plan (the plan under which your options were authorized and granted to you), you will probably find a section called "Changes in Capitalization." (Or, you can search to document for the word "split" and may be able to find the governing provision that way.) The provision might be included in your Stock Option Agreement, but typically it is covered in the Plan. Anyway, the provision (wherever it is located in your documents) would normally say something along the lines of the following: "In the event of a stock split (and other events), the following will occur: (i) the numbers and class of shares covered by your option award, (ii) the exercise price per share of each outstanding option, and (iii) any applicable repurchase price per share issued under any option award, will be automatically proportionately adjusted in the event of a stock split (or other event)." (Usually the language is even more "legalesey" but that's pretty much the jist of it.) Of course, its impossible to say for sure in your situation (or in any other specific situation) without seeing the relevant documents and knowing all other relevant details, but that would be the typical approach.
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