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Patrick N.
Before attending law school, I had a prior career in business performance reporting. This experience differentiates me from other attorneys. I can readily read, interpret, and synthesize financial reporting. I also have a passion for legal research and writing.
Nicholas M.
Nicholas Matlach is a cybersecurity expert (CISSP) and an attorney who is dedicated to helping small businesses succeed. He is a client-focused professional who has a deep understanding of the challenges that small businesses face in the digital age. He also provides legal counsel to small businesses on a variety of issues, including formation, intellectual property, contracts, and employment law.
Paul M.
Transactional attorney and corporate in house counsel for 15 years. Draft all types of contracts and employment agreements.
Karl D. S.
Karl D. Shehu, has a multidisciplinary practice encompassing small business law, estate and legacy planning, real estate law, and litigation. Attorney Shehu has assisted families, physicians, professionals, and people of faith provide for their loved ones by crafting individualized estate and legacy plans. Protecting families and safeguarding families is his passion. Attorney Shehu routinely represents lenders, buyers, sellers, and businesses in real estate transactions, researching and resolving title defects, escrowing funds, and drafting lending documents. To date, Attorney Shehu has closed a real estate deal in every town in Connecticut. As a litigator, Attorney Shehu has proven willing to engage in contentious court battles to obtain results for his clients. While practicing at DLA Piper, LLP, in Boston, Attorney Shehu represented the world’s largest pharmaceutical companies in multidistrict litigations filed throughout the United States. He has been a passionate advocate for immigrants and the seriously injured, frequently advising against lowball settlement offers. He is willing to try every case to verdict, and he meticulously prepares every case for trial. Attorney Shehu began his legal career as a consumer lawyer, utilizing fee-shifting statutes to force unscrupulous businesses to pay the legal fees of aggrieved consumers. For example, in Access Therapies v. Mendoza, 1:13-cv-01317 (S.D. Ind. 2014), Attorney Shehu utilized unique interpretations of the Trafficking Victims Protection Act, Truth-in-Lending Act, and Racketeer Influenced and Corrupt Organizations Act (RICO) to obtain a favorable result for his immigrant client. Attorney Shehu is a Waterbury, Connecticut native. He attended Our Lady of Mount Carmel grammar school, The Loomis Chaffee School, and Chase Collegiate School before earning degrees from Boston College, the University of Oxford’s Said Business School in England, and Pepperdine University School of Law. At Oxford, Karl was voted president of his class. Outside of his law practice, Attorney Shehu has worked to improve the world around him by participating in numerous charitable endeavors. He is a former candidate for the Connecticut Senate and a parishioner of St. Patrick Parish and Oratory in Waterbury. In addition, Attorney Shehu has written extensively on the Twenty-fifth Amendment and law firm retention by multinational firms.
January 23, 2023
Joseph M.
Joe provides premium legal services to both individuals and businesses throughout the Commonwealth. Experience litigating civil and criminal matters, as well as drafting/negotiation transactional issues involving contracts, real estate, business formation, estate planning and more. Prior to entering private law practice, Joe worked for two decades in financial industry including regulatory and compliance for both national and regional banks and investment firms.
May 23, 2023
Barbara M.
In 1991, Barbara Markessinis graduated cum laude from Albany Law School in Albany, New York. Shortly thereafter, Barbara was admitted to practice in New York State and in the United States District Court for the Northern District of New York. In 1997, Barbara was admitted to practice in Massachusetts and in April of 2009 she was admitted to the United States District Court for the District of Massachusetts. After graduating from law school, Barbara worked in private practice in the Albany, New York area and for Sneeringer, Monahan, Provost & Redgrave Title Agency, Inc. before joining the New York State Division for Youth and the New York State Attorney General's Real Property Bureau as a Senior Attorney. During her tenure with the Division for Youth, Attorney Markessinis found herself in Manhattan Family Court in front of Judge Judy! A career highlight for sure! After admission to the Massachusetts Bar, Barbara returned to private practice in the Berkshires and eventually started her own firm in June of 2006. Attorney Markessinis offers legal services in elder law, estate planning and administration/probate, family law, limited assistance representation (LAR), real estate and landlord tenant disputes. In 2016, after a family member found themselves in need of long term care, Attorney Markessinis’ launched her elder law practice. Through this experience, Attorney Markessinis discovered that the process of selecting a long term care facility and/or caregiver, applying for MassHealth and preserving an applicant’s assets are serious issues faced by many people every day. This area of the law is Barbara’s passion and she offers her legal services to families who find themselves in need of an elder law attorney. Attorney Markessinis is part of the Volunteer Legal Clinic in the Berkshire Probate & Family Court and has provided limited free legal services to patients and families at Moments House cancer support center in Pittsfield. She currently serves as a Hearing Committee Member for the MA Board of Bar Overseers and is a member of the Berkshire County and Massachusetts Bar Associations, Berkshire County Estate Planning Council (BCEPC). Attorney Markessinis is also the host of WUPE Talks Law. She also serves on the Town of Hancock Zoning Board of Appeals and Planning Board.
July 27, 2023
Paul P.
With more than twenty years of experience, Attorney Paul Petrillo has written contracts, business agreements, wills, trusts and the like. Licensed in both New Hampshire and Massachusetts, Attorney Petrillo is regular user of remote and virtual communications and document exchanges, such as DocuSign, Adobe e-sign, as well as virtual meetings using Zoom and Webex, to make drafting contracts and communicating with clients quick and easy.
August 30, 2023
Massa M.
Highly disciplined attorney with over seven years administrative litigation experience. Capable of analyzing complex research, data, and documentation to prepare and represent individuals in sensitive cases. Recognized as a leader with the ability to perform work both autonomously and collaboratively as a member of a diverse legal team. Great problem-solving skills, strong multitasking capabilities and works well under strict deadlines. A professional with a sense of humor, strong work ethic and ability to build trust across all levels.
September 14, 2023
Rachel B.
I am a new attorney who is licensed to practice in Connecticut and Massachusetts. I am waiting for bar admission to North Carolina. I have over 20 year of experience working in both the public and private sectors. I am a fierce advocate for my clients and am committed to delivering solutions for clients with excellence.
October 1, 2023
Brittany B.
I am a tax attorney with years of experience as in house counsel at an accounting firm. I have also done tax litigation and audit representation. I work with for profits and non profits.
October 19, 2023
Drew M.
Drew Melville is a Florida and Massachusetts-licensed attorney with fourteen years' experience in real estate transactions, title insurance and land use. His practice includes all aspects of commercial real estate acquisitions, dispositions, financing, joint venture formation, leasing and land use approvals. Mr. Melville is a title agent for Old Republic National Title Insurance Company, First American Title Insurance Company, and Stewart Title Guaranty Company. Mr. Melville's practice is national in scope, and he brings a creative and solution-oriented approach to his clients' diverse array of real estate investment and development activities in all real estate asset classes. These often include urban infill, adaptive reuse, affordable and workforce housing, historic preservation, sustainable building, brownfield or gray-field redevelopment and opportunity zones. Prior to starting his own firm, he was an in house counsel for the real estate development subsidiary of a large, diversified land and agribusiness company. To date, Mr. Melville has closed over $1.2 billion in commercial real estate transactions.
October 20, 2023
Corey H.
Veritas Global Law, PLLC ("Veritas") is a law firm specializing in Life Sciences, Private Equity, M&A, technology transactions and general corporate law. Veritas frequently represents clients seeking cost a cost efficient, on-demand, general counsel in a variety of general corporate law matters, and a range of contracts including NDAs, MSAs, Software as a Service (Saas) agreements. Veritas also represents U.S. and non-U.S. private investment fund GPs and LPs across a broad range of activities with a particular emphasis on private equity, venture capital, secondary funds, distressed funds and funds of funds. Mr. Harris received his LL.M. from the University of California, Berkeley, Boalt Hall School of Law and served as an articles editor of the Berkeley Business Law Journal and was an active member of the Berkeley Center for Law Business and the Economy. Additionally, Mr. Harris also holds a J.D. from Boston College Law School, a M.B.A. from the Boston College Carroll School of Management, a B.A. from Hampton University in Political Science with a minor in Economics and Spanish and a certificate in financial valuation from the University of Oxford, Saïd Business School.
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Browse Lawyers NowSecurities Legal Questions and Answers
Securities
LLC Operating Agreement
Texas
Can an LLC buy stocks for a fee?
I'm forming an LLC in order to manage some money investing in the stock market, (Friends and family only) I will be charging a percentage fee on the profits. Can an LLC be formed to invest in stocks and charge a performance fee? Thank you.
Forest H.
Generally, if you are "advising others regarding investment decisions for compensation" you are regulated by the SEC as an investment advisor and subject to oversight and registration with the SEC. There are exemptions, for example, a "Family Office" is not required to register. However, all investors and owners in a Family Office must be actual family and friends would be excluded.
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
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.
Securities
Revenue Sharing Agreement
California
How do you fund a restaurant?
I am looking for an attorney who can help me put together restaurant business proposal to funding to expand my restaurant branch.
Russell M.
There is not a lot of detail here so I am going to assume you are not asking about how to get a small business loan, or you aren't interested or able to get SBA financing for what ever reason. If you have a successful restaurant concept, you might want to look into Regulation CF crowdfunding. I am aware of a number of food and beverage businesses that have leveraged their existing loyal and enthusiastic customer bases and a well executed financial and PR campaign to fund expansion sites.
Securities
SAFE Note
California
SAFE Note interest accrual?
I am a business owner who recently completed a Series A round of funding. As part of this funding round, I issued SAFE Notes to my investors. I am now trying to understand the implications of these notes, specifically regarding interest accrual. I want to make sure I am compliant with all the terms of the SAFE Note agreement and understand the effects of interest accrual on my company's finances.
Thaddeus W.
Thanks for the interesting question. There may be some conflation of issues here. A few points may help to clarify -- 1. A SAFE and a Note are different animals. Notes are debt instruments and, accordingly, usually have an interest component. SAFE's are not debt and so do not accrue interest. Convertible Notes and SAFE's are similar in that they both typically convert into preferred stock when the company **later** issues preferred stock. Also, Convertible Notes and SAFE's are often issued without regard to a company's then-current valuation. 2. You said your company issued SAFEs / Notes "as part of" a Series A funding. That's not legally impossible, of course, but it would be unusual, so it would be helpful to make sure we are using the same "glossary" of terms. Typically, the phrase "Series A funding" refers to a company's issuance of Series A Preferred Stock; such transactions involve putting a value on the company so that the Series A stock can be priced. Series A rounds often are preceded by the company issuing Convertible Notes or SAFE's without a valuation of the company (that is, the company and investors "kick the can down the road" to a later time when the company's operating history can justify a valuation). Then, when the Series A round occurs and shares of Series A are priced based on the company valuation, any pre-existing Convertible Notes and SAFE's convert into shares of Series A preferred stock at a conversion price that is equal to the price paid by the Series A purchasers, minus the discount that the Convertible Notes or SAFE's give to their holders. (NOTE: these days, often there is a round of preferred stock sold BEFORE Series A, called Series Seed. This is not required, but common. Sometimes SAFE's or Notes are issued between Series Seed and Series A, but, again, it would be the odd investor who purchased a SAFE or a Note in the same financing round in which preferred stock is sold.) 3. The implications of SAFE's and notes can be several. One of the biggest is their impact on the company's capitalization table ... that is, on the ownership interests of other shareholders, especially the founders. The terms of each Note or SAFE will determine their impact when they convert, especially if they have a "valuation cap" ... which is a provision by which an effective discount is given to the holder of the SAFE / Note. Valuation caps can result in more dilution to the founders and other pre-existing shareholders than they might expect, depending on the actual valuation of the company when these Convertible Notes and SAFE's do convert. 4. If you issued Convertible Notes or SAFE's as part of a Series A preferred stock round, the investors purchasing the Series A would have to have known about and approved of it. Their lawyers would have certainly raised eyebrows and asked questions. If these Convertible Notes / SAFE's were issued outside of the knowledge of the Series A investors, this would be expected to be problematic for the company, and possibly a breach of the Series A investment documents, or even a violation of certain securities laws. But, if all was approved by the investors, no problem. 5. Another implication worth noting is that since Convertible Notes are debt, they typically would be carried on (shown in) the company's balance sheet. Investors in Series A round always or nearly always have Information Rights to see the company's financial statements and be kept current on changes. Normally the company would have a contractual obligation to provide quarterly, if no monthly, financial reports and updates to Series A investors. These reports should include all information about SAFE's and Notes. 6. It should also be noted that Series A investment documents typically restrict the company from issuing many types of new securities without the approval of what these docs often call the "Requisite Holders." This is a defined term in the Series A investment docs (normally in the company amended and restated Charter), and is defined as the Series A holders that hold at least a stated number (e.g., a majority) of all of the Series A shares sold in the round. Note that these answers are not and should not be taken as legal advice for your particular situation. You should retain qualified legal counsel to have a formal lawyer-client relationship and your lawyer should review all relevant information. But, these concepts here are pretty fundamental. ~Thaddeus Wojcik, Wojcik Law Firm, PC
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