Representative Transaction List

1. Webb/Franklin/Disciples Receiver v. Bull Mountain Coal Properties/Airlie Opportunity Master Fund, Ltd. et al
2. Representation of a corporate issuer in the structuring and preparation of a § 4(2) private placement in order to raise $3.0 million in equity capital.
3. Representation of a corporate issuer with current annualized gross revenue of approximately $40.0 million in the structuring and preparation of a large private placement ($30.0 million to $40.0 million) and a proposed follow-on initial public offering.
4. Representation of a corporate issuer in the structuring and preparation of a § 4(2) private placement of equity securities seeking to raise $5.0 million in a pre-public offering of its common stock. This client involved the structuring of several U.S.-based corporate subsidiaries, both for-profit and non-profit organizations, as well as subsidiaries located in the United Kingdom and Canada. Significant amounts of tax, intellectual property, contract and corporate work have been and will be needed during the growth of this client.
5. Representation of a corporate issuer in the structuring and preparation of a Regulation D private placement designed to raise $1.0 million in equity capital. This client also required the completion of a share exchange between a newly formed Nevada corporation and a New York-based subsidiary which has operated in the home health care field for roughly ten (10) years.
6. Representation of two (2) sister companies which together hold five (5) FCC licenses to operate AM/FM radio stations in Michigan. This work has included regular corporate and contract work for the majority shareholder of the company as well as an intensely negotiated buy out of the minority shareholder of the companies over a two (2) year time period.
7. Representation of a corporate issuer in structuring and preparation of a § 4(2) and/or Regulation D private placement seeking to raise between $1.0 million and $5.0 million in equity capital. This client also involved proposals to consolidate an existing professional corporation previously delivering mental health care services into a newly formed Nevada corporation.
8. Representation of a holding company and several subsidiary businesses in the structuring and preparation of several private placements of equity securities on behalf of a large ostrich products company. This work included two (2) mergers over the last three (3) years of separate incorporated divisions of the business as well as registration of the company’s common stock by qualification in the State of North Carolina. This representation also included the formation of a United Kingdom-based subsidiary and the negotiation of ostrich meat supply contacts in the U.K.
9. Representation of a small San Francisco-based boutique investment bank which specializes in early round financing for small and emerging growth companies seeking to raise between $1.0 million and $5.0 million in private debt and/or equity capital. This work has involved advice and guidance in structuring and preparing private placement memoranda and assuring compliance with a multitude of states’ Blue-Sky requirements.
10. Representation of a corporate issuer formed specifically as a “revolving development fund” designed to provide bridge and mezzanine funding for emerging growth companies seeking to go public. This work involved representing the company in its initial offer and sale of common stock designed to raise $65.0 million in assets and in a round of subsequent financing designed to raise between $6.0 million and $8.0 million in working capital through a debt placement.
11. Representation of a Seattle-based boutique investment bank specializing in raising small levels of private capital for emerging growth companies primarily on the West Coast. This representation has included contract and corporate work as well as some work related to assuring compliance with state securities requirements in the joint projects worked on with this client.
12. Representation of a corporate issuer in the semi-conductor and material sciences industry in a series of pre-public offering private placements structured to raise between $500,000 and $2.5 million of equity capital. This representation included significant work on pre-public offering planning negotiations and interviews with investment banks and the completion of the company’s initial public offering which raised $12.0 million in equity capital.
13. Representation of various public corporate issuers in the process of registering equity securities and/or stock option plan interests with the Securities and Exchange Commission (“SEC”). These assignments included the drafting and filing of several Securities Act registration statements with the SEC on Forms S-8 and S-3.
14. Representation of a corporate issuer in the trucking industry through the process of pre-public offering corporate matters as well as key aspects of the registration of its initial public offering of equity securities with the SEC.
15. Representation of a corporate seller in a stock sale transaction which involved the sale of the company to a Canadian publicly traded software company. This transaction included both cash and stock among U.S. and Canadian citizens and involved significant cross-border securities and tax implications. Work for this client involved ongoing corporate securities and contract representation for several months prior to the sale.
16. Representation of a corporate issuer in the structuring and preparation of a § 4(2) and/or Regulation D private placement of equity securities designed to raise a minimum of $3.5 million and a maximum of $10.0 million in capital. Prior to the private placement, this company purchased the assets of three (3) predecessor businesses for a total value of $5.7 million in both stock and notes payable.
17. Representation of a regional lender in an SBA guaranteed transaction which involved the acquisition of assets by four (4) corporate borrowers out of a bankrupt estate. This transaction involved significant interplay among the client-lender, the Small Business Administration, and the four (4) corporate purchasers of the assets as well as environmental and bankruptcy issues.
18. Representation of a U.S.-based software company in the negotiation and documentation of a purchase of all outstanding common stock of a U.K.-based software company. This engagement also included the negotiation and preparation of a number of collateral agreements, such as employment agreements, stock purchase agreements, and restrictive covenants entered into by the shareholders of the U.K.-based company.
19. Representation of a corporate issuer in structuring and preparing a § 4(2) and/or Regulation D private placement of convertible debentures designed to raise a minimum of $300,000 and a maximum of $3,000,000 in capital for the company.
20. Representation of various public corporate issuers in the preparation and filing of periodic reports with the SEC as required by the Securities Exchange Act of 1934, including Forms 10-K, 10-KSB, 10-Q, 10-QSB, 8-K, Proxy Statements and Forms 8-A and 10.
21. Representation of an insurance holding company in the structuring and preparation of a § 4(2) private placement of its preferred stock designed initially to raise $18.0 million in capital and subsequently reduced in order to raise $6.0 million in capital. This representation also involved a multitude of other transactions, including negotiations with a West Coast-based underwriting firm interested in conducting an initial public offering for the company, which was never completed.
22. Representation of a large bank holding company in the Carolinas during the process of registering with the SEC various stock and option plans on Form S-8 and Form S-3.
23. Representation of a target of an SEC civil fraud investigation based out of the Los Angeles office of the SEC. This representation included a serious of allegations by the SEC that the client defrauded thousands of U.S. and foreign investors and included parallel criminal proceedings brought in U.S. Federal District Court.
24. Representation of several group customer arbitrations filed with the American Arbitration Association and the National Association of Securities Dealers, Inc. (“NASD”) alleging fraud in the offer and sale of limited partnership units and common stock of publicly traded companies. One such group arbitration was settled during trial for $1.7 million. These claims involved lengthy proceedings against Merrill Lynch, Prudential Securities, Inc., Paine Webber and Dean Witter.
25. Representation of various registered representatives of broker/dealer firms registered as such with the NASD. These representations included a multitude of civil fraud allegations and NASD or state disciplinary proceedings. One such representation included a lengthy investigation of alleged insider trading conducted by the SEC as well as the federal trial of a registered representative terminated by a major brokerage firm for reporting the insider trading activity.
26. Served as securities counsel on several large class actions filed on behalf of customers or investors seeking damages for claims based on fraud and misrepresentation in the offer and sale of publicly traded securities. These cases involved claims against Merrill Lynch, F.N. Wolf & Company, Prudential Securities, Inc. and Robinson-Humphrey.
27. Representation of a multitude of companies as securities counsel in the preparation and filing of offering memoranda under Regulation D promulgated under the Securities Act, and liasioning with various state securities commissions in complying with blue sky statutes and regulations governing such exempt offerings.
28. Preparation and filing of SB-2 registration statement with the U.S. Securities and Exchange Commission on behalf of corporate issuer seeking to conduct an underwritten public offering of its common stock in order to complete several targeted acquisitions and to raise approximately $7.5 million in growth capital.
29. Preparation and filing of Form 1-A Offering Statement on behalf of a small, but growing manufacturer and distributor of environmentally-friendly lubrication products primarily for the printing and automobiles industries, seeking to raise $5.0 million in accordance with Regulation A promulgated under the Securities Act.
30. Preparation of Forms 10 for registration of securities under the Securities Exchange Act of 1934, as amended, as recently required by new rules adopted by the National Securities Dealers Association, Inc., and the Securities and Exchange Commission.