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Meet some of our Ohio Securities Lawyers

Kelynn P. on ContractsCounsel
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5.0 (1)
Member Since:
August 29, 2023

Kelynn P.

Attorney
Free Consultation
Washington, DC
6 Yrs Experience
Licensed in OH
Cleveland State School of Law

Kelynn was born and raised in Cleveland, Ohio. She attended Spelman College in Atlanta, Georgia where she earned a Bachelor of Arts in Philosophy, and thereafter returned to Cleveland for law school . She earned her Juris Doctor at Cleveland State University - Cleveland Marshall College of Law. She primarily practices insurance defense and civil litigation. She has also practiced in a variety of other areas including family law, contract disputes, contract review, complex civil litigation, medical malpractice, products liability, and mass tort.

Garrett M. on ContractsCounsel
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4.9 (5)
Member Since:
June 15, 2023

Garrett M.

Attorney
Free Consultation
Cincinnati, Ohio
4 Yrs Experience
Licensed in KY, OH
University of Cincinnati College of Law

Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).

Moxie M. on ContractsCounsel
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Member Since:
February 11, 2023

Moxie M.

Employment Lawyer
Free Consultation
Los Angeles, CA
14 Yrs Experience
Licensed in CA, FL, OH
Stetson University College of Law

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.

James S. on ContractsCounsel
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Member Since:
June 14, 2023

James S.

Attorney
Free Consultation
Sardinia, Ohio
12 Yrs Experience
Licensed in NJ, NY, OH
Rutgers Camden School of Law

Education Jim Schroeder holds multiple degrees from several institutions. He received his Juris Doctor from Rutgers School of Law in Camden New Jersey. He also earned two additional Master’s Degrees from Asbury Theological Seminary in Wilmore, Kentucky and United Theological Seminary in Dayton, Ohio. In addition, Schroeder has done graduate work in Public Sector Labor Relations and American History at Rutgers University and Nonprofit Leadership at Duke University. Jim Schroeder was admitted to the New Jersey Bar Association in 2008; the District of Columbia Bar Association in 2010; the New York State Bar Association in 2014; and the Ohio Bar Association in 2020. He is also admitted to the Federal Courts of Southern New Jersey and Southern Ohio.

Megan K. on ContractsCounsel
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Member Since:
August 1, 2023

Megan K.

Attorney
Free Consultation
Cleveland, Ohio
19 Yrs Experience
Licensed in OH
University of Akron

Hello! I have been working in commercial real estate for about 20 years. My experience is mainly in-house with real estate developers. I enjoy doing commercial real estate transactional work, including leasing, acquisitions and dispositions. I can also lead due diligence efforts for a potential purchase of a real estate asset and review and resolve title issues.

Georgie A. on ContractsCounsel
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Member Since:
August 10, 2023

Georgie A.

Real Estate Contracts Attorney
Free Consultation
Columbus, OH
4 Yrs Experience
Licensed in OH
The Ohio State University

Trusted contracts attorney specializing in real estate and business law. I handle leases, land purchase contracts, investment valuations, cease and desist letters, and operating agreements.

Kim A. on ContractsCounsel
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Member Since:
March 5, 2024
Steven G. on ContractsCounsel
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Member Since:
August 29, 2023

Steven G.

Attorney
Free Consultation
Cleveland, Ohio
15 Yrs Experience
Licensed in OH
Case Western Reserve University

I am an experienced transactional and trial attorney that litigates throughout Ohio. I have successfully tried numerous jury trials for clients from business disputes to those charged with offenses ranging from domestic violence to aggravated murder. My cases have been featured in the media, both television and print.

Annie G. on ContractsCounsel
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Member Since:
September 5, 2023

Annie G.

Contractor
Free Consultation
Chicago, IL
26 Yrs Experience
Licensed in OH
Capital University Law School

Attorney licensed and in good standing in the State of Ohio. Worked in the corporate division of a large law firm (Squire, Sanders & Dempsey), and as inside counsel for a technology company (America Online). Lived in 6 different states in a 12 year period. Took some time off of legal work to raise 4 kids. During that time kept active as a volunteer - Houston Volunteer Lawyers Program, Legislative chair of school board for 3 years, President of school PTA, PADS and local food pantry. Currently working as a Consultant for a health care company (Fast Pace Health). Looking to get back to transaction legal work. Can work remotely and travel to Ohio when necessary. Thank you.

Sarina G. on ContractsCounsel
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Member Since:
September 14, 2023

Sarina G.

Attorney
Free Consultation
Columbus, Ohio
5 Yrs Experience
Licensed in OH
Capital University Law School

Hi, I'm Sarina. Thank you for taking the time to read my bio! In 2019, I graduated summa cum laude from Capital University Law School. While in law school, I was a staff member and editor on the Capital University Law Review. I was also involved in the Volunteer Income Tax Assistance Program and Operation Legal Help Ohio, a program which provides legal assistance to veterans. One of the highlights of my law school experience was my externship with Judge Jeffrey Sutton in the United States Court of Appeals for the Sixth Circuit. After law school and passing the Ohio bar exam, I worked for two years as an associate at an AmLaw 100 law firm, where my practice focused on corporate, healthcare, and regulatory law. I then took an in-house position at one of the largest insurance brokerage firms in the USA, where I oversaw corporate governance, mergers and acquisitions, contracts negotiations, intellectual property, and other general corporate matters. Specifically, I am proficient in business law, navigating due diligence during acquisitions, contract drafting and review, and providing effective advice in the nuanced field of regulatory law. I prioritize responsiveness and thoroughness. Please do not hesitate to reach out to me with any questions!

Benjamin T. on ContractsCounsel
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Member Since:
September 14, 2023

Benjamin T.

Associate attorney
Free Consultation
Marion, Ohio
2 Yrs Experience
Licensed in OH
Barry University

I’m an Attorney working out of Marion, Ohio. Born and raised in Toledo, Ohio. I completed undergrad at the University of Toledo. I completed law school at Barry University in Orlando, Florida.

Michelle M. on ContractsCounsel
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Member Since:
September 27, 2023

Michelle M.

Attorney
Free Consultation
Columbus, Ohio
21 Yrs Experience
Licensed in OH
Capital University (JD)

Ms. Marshall practices primarily in the areas of commercial and residential real estate, business/corporate, estate planning and tax. She spent the first 10 years of her career also practicing in civil litigation, collections and personal injury. Ms. Marshall concentrates her practice on the needs of individuals, entrepreneurs and small to medium sized businesses. During the course of her career Ms. Marshall has earned recognition as a Central Ohio Top Lawyer.

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Securities Legal Questions and Answers

Securities

Convertible Note

Ohio

Asked on Jun 24, 2023

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.

Answered Aug 4, 2023

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.

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Securities

SAFE Note

New York

Asked on Mar 30, 2021

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.

Answered Mar 30, 2021

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).

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Securities

Stock Option Agreement

California

Asked on Jul 8, 2023

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.

Answered Aug 11, 2023

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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Securities

Revenue Sharing Agreement

California

Asked on Dec 2, 2021

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.

Answered Dec 14, 2021

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.

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Securities

SAFE Note

California

Asked on Jul 13, 2023

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.

Answered Aug 11, 2023

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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