- Public Offerings
- Private Offerings
- Outside Corporate Counsel
- Real Estate
- Securities & Finance Litigation
The firm’s corporate and securities practice is focused on representing entrepreneurs and companies in emerging growth industries. Our practice supports the changing needs of our clients, with expertise in corporate and securities law, mergers and acquisitions, business organization, and debt or equity financing. We can also assist Issuers with preparing No Action requests to the Securities and Exchange Commission and different state Securities Boards.
We assist clients in the structuring and preparation of public offerings, including traditional IPOs, reverse merger transactions and a variety of other hybrid offerings. In connection with these public offerings we offer the following services:
- Internal Corporate Organization – As the public offering approaches, we help companies begin to focus on technical issues such as auditing the corporate records to ensure compliance with all applicable laws (corporate, securities, regulation industry and the like). We also counsel companies in simplifying their capital and corporate structure so investors see the potential benefits of an investment in the company’s stock. We aid companies in adopting and implementing stock option plans in order to allow employees to benefit from any increased value in the company’s stock.
- Preparation of Offering Documents – We assist clients in becoming publicly reporting through the preparation and filing of a variety of registration statements with the SEC.
- Over the years, we have developed a network of professionals whose services we are able to recommend to our clients, including SEC auditors, market makers, transfer agents and edgar printers, to name a few.
- We have experience with Form S-1, Form S-3 and Form S-8 filings, among others.
We assist public clients in meeting their ongoing filing requirements with the SEC, including
- Annual reports (Form 10-K)
- Quarterly reports (Form 10-Q)
- Reports on Form 8-K
- Proxy filings and Information Statement filings (Schedule 14C and 14A)
- Section 16 filings (these are the required filings that must be made by all officers, directors, and greater than 5% shareholders)(Form 3, Form 4, Form 5, Schedule 13D and Schedule 13G).
- Confidentiality and No Action Requests.
We assist established as well as start-up corporations in raising capital. In connection with these private offerings we offer the following services:
- Preparation of offering documents – We prepare all the required offering documents required for private offerings.
- Federal and state filings – We aid clients in navigating and complying with all federal and state “Blue Sky” securities laws, including preparing all required filings.
- Introduction to various potential financing sources.
Mergers and Acquisitions
Our firm can assist you in a transaction from start to finish, including:
- An analysis of which combination best suits your needs.
- Letters of intent.
- Confidentiality agreements.
- Due diligence investigations.
- Preparation and negotiation of Acquisition and Disposition Agreements (Stock Purchase and Asset Purchase Agreements for example).
Contracts and Agreements
- Employment Agreements
- Confidentiality Agreements
- Warrant and Option Agreements
- Lockup Agreements
- Voting Agreements
- License Agreements
- Settlement Agreements
- Joint Venture Agreements
- Promissory Notes (Convertible or non-Convertible)
- Security Agreements
Outside Corporate Counsel
- Corporate Governance
- Financing/Private Placements
- Joint Ventures
- Acquisitions & Dispositions
- Restructuring and Loan Workouts
- Project developments
Securities & Finance Litigation
- Contract and joint venture disputes
- Securities Compliance & Enforcement
- Intellectual Property Counseling
The Law Office of Victor D. Walker P.C. * Experience you can trust.