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Meet some of our Spring Securities Lawyers
Kendall C.
Kendall is a data privacy attorney by trade, and is an active member of the Bar in Texas and Georgia. In litigation, he handled thousands of cases to final disposition in litigation throughout the United States, Latin America, & Europe. As corporate counsel, he guides companies through the marketing and advertising industry and, by extension, many other industries. Further, Kendall is an adherent to the Ben Hogan school of swing thought and, by natural extension, is a proponent of accurate wedge play through residential neighborhoods. He occasionally aspires to a career in turf management.
Curt B.
Curt Brown has experience advising clients on a variety of franchising, business litigation, transactional, and securities law matters. Mr. Brown's accolades include: - Super Lawyers Rising Star - California Lawyer of the Year by The Daily Journal - Pro Bono Attorney of the Year the USC Public Interest Law Fund Curt started his legal career in the Los Angeles office of the prestigious firm of Irell & Manella LLP, where his practice focused on a wide variety of complex civil litigation matters, including securities litigation, antitrust, trademark, bankruptcy, and class action defense. Mr. Brown also has experience advising mergers and acquisitions and international companies concerning cyber liability and class action defense. He is admitted in California, Florida, D.C., Washington, Illinois, Colorado, and Michigan.
David L.
Experienced real estate, business, and tax practitioner, representing start up and established businesses with formation, contracts, and operational issues.
Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
February 24, 2023
Candace M.
For over 20 years, as an attorney and real estate broker, Candace has used her passion for business and real estate to help her clients succeed as business owners, entrepreneurs Realtors, and real estate investors. She and her team go above and beyond to simplify and solve those issues which trouble her clients. From the simple to the complex, she is ready to help. Her experience includes, Real Estate law, Contracts, Business Formation, Business Operating AGreements and Entrepreneurial counseling.
February 25, 2023
Alan A.
I have dedicated my professional career and practice to Federal Government Procurement Law. My practice includes experience as an Army JAG who specialized in Government Procurement Law who represented contracting commands and requiring activities both deployed and in the United States and now as a civilian attorney who represents clients in all aspects of Federal Government Procurement Law. My clients are people and firms that are developing technology through the SBIR/STTR programs, OT's, and businesses using Small Business Administration (SBA) contracting programs.
March 17, 2023
Alex F.
I am a small business attorney licensed to practice in Colorado and Texas. I focus on commercial lending and outside general counsel services.
May 2, 2023
Marshal H.
Sorry to toot my own horn, but I'm not your average lawyer. I graduated in the TOP 1% of my class from one of the nation's top law schools (Berkeley Law). I received eight awards for the HIGHEST GRADE in individual courses, including Constitutional Law, Advanced Legal Research, and Advanced Legal Writing. I worked for three years at a top-flight litigation boutique, where my clients included billion-dollar, household-name companies. I started my own law firm two years ago. Why? Because I wanted to help REAL PEOPLE, not just big companies. I win big cases on behalf of people who were done wrong by businesses, employers, and others. I am more than qualified to advise on any dispute, and am particularly experienced in matters related to digital commerce and consumer protection. Let's go get justice, together.
May 19, 2023
Holly H.
I have been licensed for 23 years in Texas and federal courts. I am available to work as registered In House Counsel in other states. For the past 14 years I have practiced Corporate Law, Oil and Gas, Agricultural Law, Commercial Real Estate (transactional), HR Law, and Environmental and Land Use. Prior to that, I practiced Criminal Law for both the prosecution and defense for ten years.
May 21, 2023
Nancy S.
Seasoned corporate, business and real estate attorney with 30 years experience managing private practice groups and in-house legal functions for publicly traded, privately held, and family companies.
July 31, 2023
Matt T.
Matt is a licensed attorney based out of Dallas, Texas. Despite having recently graduated, Matt has been immersed in the world of Corporate law throughout law school and beyond. As a result, he has benefitted from the unique and advantageous position of experiencing and working on a wide array of matters, such as reviewing, drafting and negotiating contracts, overseeing regulatory compliance, business formation, risk management, and much more. Contact Matt today for a free consultation!
July 14, 2023
Penny R.
I have practiced law for more than 35 years in the State of Texas. I am proud of the relationships I have formed with my clients and the high level of legal advice I have provided over these many years. I am responsive and will promptly address your particular situation. For 35 years I have counseled individuals, partnerships and corporations with regard to business formation, real estate transactions and issues, employer/employee relationships, contracts, estate planning and asset protection. I am licensed to practice law in all state courts in Texas and all federal courts. I have represented plaintiffs and defendants throughout the state in cases ranging from contract disputes to injury claims. I have worked with every type of business you can imagine from individuals to "mom and pop" businesses and businesses with assets of more than $10,000,000. My clients' businesses range from large construction contractors, investment companies, oil and gas companies, and commercial landlords, to name a few.
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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
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
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
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.
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