Fifteen areas of capital markets and securities practice.

We can take your company public or assist you in raising money through private placements. For public offerings, we advise you on various options, including Form S-1, Regulation A+, and Form 10 Registration — with low-cost preparation and filing of offering documents with the SEC, FINRA, and State Administrators. If you are a foreign company seeking to access U.S. capital markets through debt or share offerings, we also advise on various avenues, including preparation and filing of Form F-1 Registration Statements or reverse-merger vehicles, and guide you through the entire IPO and listing process.

We advise blockchain and digital-asset companies on structuring token and equity offerings, including how federal and state securities laws apply to digital assets, available private placement exemptions, and coordination with FINRA and state regulators. We served as defense counsel in the first-ever FINRA enforcement action in the cryptocurrency area, FINRA Department of Enforcement v. Timothy Tilton Ayre (Docket No. 2016049307801) — direct experience with how regulators approach this space.

We advise on the structuring, negotiation, and regulatory clearance of mergers, acquisitions, and reverse-merger transactions, including the SEC and FINRA filing requirements that apply when a public company combines with, or is acquired by, another entity.

We consult with you on various options: private versus public REITs, and on filing registration statements using Form S-11 or a Regulation A+ offering circular.

We assist fund sponsors with entity formation, offering document preparation, and Investment Advisers Act compliance, including registration decisions, written compliance policies and procedures, and the ongoing regulatory obligations that come with managing a hedge fund.

We counsel investors and portfolio companies on private placement offerings, term sheets, and securities law compliance for venture capital and private equity financings, from early seed rounds through later-stage transactions.

We guide you through the entire broker-dealer formation process, including registration with the SEC and FINRA/NYSE membership, plus licensing registrations such as the General Securities Principal (Series 24) and Financial and Operations Principal (Series 27), including the Registered Options Principal (Series 4) if you wish to engage in options transactions. If you have FINRA disciplinary challenges, such as suspension or statutory disqualification, we guide you through readmission and the policies and procedures needed to stay in business.

We help broker-dealers and investment advisers build and maintain written supervisory procedures, respond to regulatory examinations, and address day-to-day compliance questions under SEC, FINRA, and state securities rules.

We represent broker-dealers, registered representatives, and investors in FINRA arbitration proceedings and related civil litigation, including disputes over trading practices, account handling, and industry employment matters.

We represent registered representatives and firms in FINRA On-the-Record (OTR) testimony, preparing witnesses for examiner questioning and protecting client interests throughout FINRA's investigative process.

We defend broker-dealers, investment advisers, and individuals in SEC and FINRA enforcement investigations and proceedings, from initial inquiry letters through Wells submissions, settlement negotiations, and formal hearings.

We handle commercial disputes and business litigation matters, including contract, partnership, and shareholder disputes, and represent clients in mediation and arbitration as alternatives to court litigation.

We advise on the acquisition, sale, and financing of commercial real estate, including transactions structured through REITs and other real-estate-linked investment vehicles.

We guide foreign investors and regional centers through EB-5 investor visa requirements, including compliance with the investment and job-creation criteria tied to EB-5 securities offerings.

We guide you in the preparation and filing of Form ADV and registering your Investment Adviser under the applicable regulatory regime, assist in preparing the Written Procedures Manual, and provide ongoing consultancy for periodic filings and compliance — including mock audits to gauge your compliance systems ahead of a regulatory audit.