Corporate Finance, Securities and Business Law

Our corporate finance, securities and business law practice has established a national reputation for creative, high-quality and responsive services representing both issuers and underwriters in IPOs, APOs, reverse mergers and self-filings, registered direct offerings, secondary offerings, private placements, PIPEs, mergers & acquisitions, venture capital and angel investor financings, exchange and market listings, blue sky laws, and tender offers. We advise clients of the federal securities laws and state “blue-sky” laws regulating public offerings and other transactions involving the issuance or transfer of securities. Our attorneys counsel and advise public companies on their continuing compliance obligations under federal and state securities laws, SEC rules and regulations, including Sarbanes-Oxley, as well as under the Nasdaq and NYSE stock exchange rules. Much of our practice involves advice regarding public company current quarterly and annual reports on Forms 8-K, 10-Q and 10-K  that are filed with the United States Securities and Exchange Commission. We help clients prepare and file Schedule 13D, 13G. Form 3 and Form 4 reports reporting their beneficial ownership in public companies, and counsel and advice our public company clients regarding appropriate anti-takeover defenses to help them avoid  proxy-fights and other contests for corporate control.  We also have extensive experience in winning proxy contests should an activist investor or hedge fund seek by proxy to take over a public company client.

Our experience in SEC compliance and corporate governance issues makes us especially qualified to assist closely held companies and their underwriters as these companies navigate the path of rapid growth, early-stage capital raising and the transition to public ownership. We provide detailed, step-by-step guidance to officers and boards on the requirements of public ownership, including their continuing compliance obligations under state and federal securities laws and Sarbanes Oxley. We assist our clients through all stages of their business life, from the selection of the best form of business organization (e.g., corporation, limited liability company, partnership) to preparing shareholder, limited liability and partnership agreements among the business founders. We help management and boards of directors (and often compensation and audit committees) structure intercompany relationships, adopt new charters, address disclosure questions, negotiate employment agreements and develop new compensation arrangements and stock-based plans, and we help underwriters advise their clients on these matters.  When a client negotiates an acquisition of another business through a merger or other acquisition, we undertake a comprehensive due diligence review of the target company’s business, its principals, operations and finances to help insure that our client gets the full benefit of the purchased assets. When representing the seller of a business we insure that our client in receives the full value agreed-upon for their business.

Gracin & Marlow, LLP developed its national reputation by providing the quality clients expect from a big firm with the hands-on client contact and guidance of a small firm environment. Each attorney in our group has practiced law, not only at prominent big firms in New York City, but also has the experience of serving as in-house counsel on the client side at a large corporation. As such, we have the ability to understand the needs and perspective of all types of clients from various points of view, while keeping the clients’ costs down by applying  a culture of efficiency and pragmatism to our work. We further provide not only timely and practical legal advice and services but also act as business advisors to our clients and assist in structuring and negotiating deal terms.