Securities Lawyers for Lynn, Massachusetts
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Christopher R.
Corporate and transactional attorney in sixth year of practice. Focus areas include general corporate counsel, labor and employment law, business partnership matters, securities matters related to privately-held companies, and regulatory compliance in securities and finance matters.
"Christopher has been incredibly helpful with our ongoing project!"
Briana C.
Legal services cost too much, and are often of low quality. I have devoted my law practice to providing the best work at the most affordable price—in everything from defending small businesses against patent trolls to advising multinational corporations on regulatory compliance to steering couples through a divorce.
"Briana was responsive and quick to put the draft together. It has been a pleasure working with her!"
Jo Ann J.
Jo Ann has been practicing for over 20 years, working primarily with high growth companies from inception through exit and all points in between. She is skilled in Mergers & Acquisitions, Contractual Agreements (including founders agreements, voting agreements, licensing agreements, terms of service, privacy policies, stockholder agreements, operating agreements, equity incentive plans, employment agreements, vendor agreements and other commercial agreements), Corporate Governance and Due Diligence.
"Greatly appreciate Jo Ann's responsiveness and quick turnaround. Brought an incredible amount of knowledge and experience to a project I have little experience in."
Keidi C.
Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.
"Keidi was excellent; quick turnaround even during the Holidays. Thank you."
Ralph S.
Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.
"I had an excellent experience working with Ralph on my prenuptial agreement. From the beginning, Ralph was professional, knowledgeable, and incredibly patient. He took the time to explain the legal concepts, options, and implications in a way that was clear and easy to understand. He never made me feel rushed and was always willing to answer my questions thoroughly. What I appreciated most was his ability to make a potentially stressful process feel comfortable and straightforward. Ralph completed the agreement much faster than I expected, while still being extremely thorough and attentive to detail. I am extremely happy with his work and would not hesitate to recommend Ralph to anyone needing assistance with contracts or other legal agreements. His professionalism, responsiveness, and genuine willingness to help made all the difference. Thank you, Ralph, for making this process such a positive experience."
Moss S.
Over 30 years of experience practicing commercial real estate and complex business litigation law.
"Moss S was responsive and attentive to my needs and completed the task ahead of time and within budget"
Elizabeth W.
Liz is an experienced insurance professional, having worked with carriers and brokers for over 10 years. She can review or draft a variety of commercial agreements and is here to help your business. Specialties include: Master Service Agreements, business process outsourcing, marketing and partnership agreements, broker agreements, business associate agreements, and NDAs.
"Liz was very responsive, eager to do a good job, and a pleasure to work with."
Richard G.
Attorney Gaudet has worked in the healthcare and property management business sectors for many years. As an attorney, contract drafting, review, and negotiation has always been an area of great focus and interest. Attorney Gaudet currently works in Massachusetts business, employment, corporate and bankruptcy law.
Ross F.
I am an experienced technology contracts counsel that has worked with companies that are one-person startups, publicly-traded international corporations, and every size in between. I believe legal counsel should act as a seatbelt and an airbag, not a brake pedal!
June 28, 2021
Joshua C.
Attorney Joshua K. S. Cali is a respected business, estate planning, and real estate attorney based in Ashland serving Middlesex County and other nearby areas. Joshua graduated summa cum laude from Bentley University in Waltham, MA, and from UCLA School of Law in Los Angeles. Before starting his own firm, Joshua practiced estate planning for high net worth clients at a boutique law firm in San Diego, CA.
July 29, 2021
Stanley K.
Stan provides legal services to small to medium-sized clients in the New England region, and throughout the U.S. and abroad. His clients are involved in a variety of business sectors, including software development, e-commerce, investment management and advising, health care, manufacturing, biotechnology, telecommunications, retailing, and consulting and other services. Stan focuses on the unique needs of each of his clients, and seeks to establish long term relationships with them by providing timely, highly professional services and practical business judgment. Each client's objectives, business and management styles are carefully considered to help him provide more focused and relevant services. Stan also acts as an outsourced general counsel for some of his clients for the general management of their legal function, including the establishment of budgets, creation of internal compliance procedures, and the oversight of litigation or other outside legal services.
Doug F.
Doug has over 20 years of private and public company general counsel experience focusing his legal practice on commercial transactions including both software and biotech. He is a tech savvy, business savvy lawyer who is responsive and will attain relationship building outcomes with your counterparty while effectively managing key risks and accelerating revenue. He received his Juris Doctor from Boston University School of Law earning the Book Award in Professional Ethics and after graduation he taught legal writing there for a number of years. Prior to law school, Doug earned a M.A in Mathematics at the State University of New York at Stony Brook, and a B.S in Honors Mathematics at Purdue University. After law school, Doug joined Fish & Richardson, where his practice focused on licensing software, trademarks and biotech. While at Fish & Richardson Doug authored a book on software licensing published by the American Intellectual Property Lawyers Association. Later he joined as General Counsel at FTP Software and led an IPO as well as corporate development. Doug has broad experience with a broad range of commercial agreement drafting and negotiation including SaaS software and professional services, distribution and other channel agreements, joint venture and M&A. Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. Doug’s experience ranges from enterprise software to biotech and other vertical markets. He joined the board of Deque Systems in 2009 and joined in an operating role as President in 2020 successfully scaling the software business.
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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
Offering Memorandum
New York
Can a company be exempt from filing SEC reports if it meets certain criteria?
I am currently researching the requirements for SEC reporting and I came across the concept of exemptions. I understand that certain companies, such as small businesses, may be exempt from filing SEC reports if they meet certain criteria. However, I am unsure about the specifics of these exemptions and the criteria that need to be met. I would like to know if a company can be exempt from filing SEC reports and what these criteria might be.
Danny J.
So to answer your question, yes, certain companies can be exempt from filing SEC reports if they meet specific criteria. This area of securities law is nuanced and can significantly impact a company's regulatory obligations and costs. Let me outline some key points for you: 1. **Small Reporting Company (SRC) Status:** - Companies with public float less than $250 million or annual revenues less than $100 million may qualify for scaled disclosure requirements. 2. **Emerging Growth Company (EGC) Status:** - Available for companies with less than $1.07 billion in annual gross revenues. - Provides certain disclosure and regulatory relief for up to five years after IPO. 3. **Private Company Exemptions:** - Companies with fewer than 2,000 shareholders of record (or 500 non-accredited investors) may be exempt from registration. 4. **Foreign Private Issuer Exemptions:** - Non-U.S. companies may have different reporting requirements. 5. **Rule 12h-3 Suspension:** - Allows suspension of reporting under certain conditions, like having fewer than 300 shareholders of record. While these exemptions can provide relief from full SEC reporting requirements, determining eligibility and maintaining compliance can be complex. Factors such as company size, structure, shareholder composition, and future growth plans all play crucial roles in this determination. It's important to note that even if exempt from full reporting, companies may still have obligations under state securities laws or to their shareholders. Additionally, the benefits of exemption should be weighed against potential drawbacks, such as reduced access to capital markets or decreased investor confidence. Given the complexities and potential consequences of misapplying these exemptions, it would be prudent to conduct a thorough analysis of your specific situation. Would you like to discuss your company's particulars to determine which exemptions, if any, might apply and how to strategically approach your SEC reporting obligations?
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
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?
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