Mark T. Hiraide works in the highly specialized and complex area of the law having to do with business finance and raising capital. He represents entrepreneurs, startups, publicly traded companies, directors and officers, broker-dealers, investment bankers, investment advisers and accountants in civil litigation relating to securities offerings, mergers and acquisitions, and investment management. He counsels public exchange-listed and private companies and their boards of directors, including special committees and senior management, on issues including corporate governance, discharge of fiduciary duties, internal investigations and Securities and Exchange Commission compliance. He represents companies in transactions including securities private placements and public offerings. And he defends parties in civil litigation, government regulatory investigations and enforcement proceedings, and represents defrauded investors.
He is an authority on the Jumpstart Our Business Startups (JOBS) Act of 2012. Mr. Hiraide testified before a U.S. Senate subcommittee looking into the law designed to help startups raise money. He is the author of a book on crowdfunding just published by Thomson Reuters. And he is working with the California Legislature to pass a state crowdfunding law he drafted.
Mr. Hiraide offers unique insight and perspective to his clients because of his former position as an SEC attorney and because he has handled both business transactions and courtroom litigation during his three decades as a corporate and securities lawyer.
- Represented Ta Chen Stainless Pipe Co., Ltd., a publicly traded Taiwan corporation, in its $55 million purchase, through its wholly-owned subsidiary, Ta Chen Investment Corporation, of Empire Resources, Inc. (NASDAQ: ERS), a distributor of value-added, semi-finished aluminum and steel products.
- Issuer’s counsel to several IPOs on Nasdaq and in pre-IPO private financing rounds. Mr. Hiraide represents issuers in negotiating IPO underwriting agreements and private investment agreements with institutional and angel investors. In IPO transactions, he is issuer’s counsel and protects directors and officers by establishing “due diligence” defenses in the event of litigation.
- Defense counsel in SEC investigations. Mr. Hiraide has helped companies and individuals avoid civil action by the Securities and Exchange Commission for potentially violating securities laws in conducting securities offerings. In one case, he successfully represented a Nasdaq-listed company through several SEC investigations to avoid SEC action. He conducted an internal investigation and proactively reported to the SEC that the company had conducted unregistered securities offerings and used finders who were not registered broker-dealers in a capital-raising campaign. Mr. Hiraide convinced SEC lawyers to look at the relevant laws in a new light and they determined no clear-cut violation had occurred.
- Counsel to a media distribution company courting a major institutional investor. Mr. Hiraide avoided hundreds of thousands of dollars in rescission costs by devising a more cost-effective way of calming the fears of the potential investor, its counsel and the company’s auditors. The company could have faced possible investor lawsuits from its earlier financing rounds. Mr. Hiraide analyzed and quantified the scope of contingent liability and found there was little likelihood the early investors could prevail in court.
- Structured a deal with the U.S. Attorney’s Office in a high-profile insider trading case that avoided criminal indictment of his client. Mr. Hiraide’s client was the only witness in the case to escape having to enter a guilty plea as part of his agreement to testify against a company representing a collection of hedge funds accused of gathering inside information about a major Silicon Valley firm.
- Successfully defended the directors and officers of a telecommunications company named in a federal derivative lawsuit by a minority shareholder. Mr. Hiraide counseled the company to appoint a special litigation committee to investigate the minority shareholder’s claims and successfully prevailed in a motion to dismiss the derivative lawsuit. Because of his understanding of accounting and valuation principles, Mr. Hiraide was able to counter the investor’s challenge to a complex asset sale and share redemption transaction.
- Won a non-consensual cash-out of a minority shareholder for his majority-shareholder clients. Mr. Hiraide utilized a procedure involving a trial-like hearing before the California Department of Business Oversight to obtain a permit required to force the cash-out of an unwilling shareholder. By cross-examining the minority shareholder’s valuation expert, Mr. Hiraide successfully demonstrated that his clients’ cash-out price was fair.
- Successfully defended a real estate developer in a tenant-in-common investment syndication who was sued by dissatisfied investors under federal securities laws. Case was thrown out of federal court at the summary judgment stage after Mr. Hiraide showed the investments were not securities.
- Served as a defense expert witness in legal malpractice cases against securities lawyers. In a case against a securities partner of a national law firm, Mr. Hiraide testified as to the standard of care of securities lawyers in representing a company engaged in a going-private transaction.
- Served as a plaintiff’s expert witness testifying on behalf of defrauded institutional and individual investors. Mr. Hiraide has testified about disclosures required by the securities laws in a private placement of securities and fiduciary duties of officers and directors.
Professional, Business and civic Affiliations
Small Business California, Member of the Board of Directors
South Bay Entrepreneurial Center, Member of the Board of Directors
Beverly Hills Bar Association, Past Member of the Board of Governors
- Japanese American Bar Association, Past Member of the Board of Governors
Other Career Experience
- Mr. Hiraide began his career as an attorney for the U.S. Securities and Exchange Commission for eight years, after working for two years as an associate attorney in a Los Angeles law firm. He headed an Enforcement Branch in the SEC's Los Angeles Regional Office, and later was appointed by the United States Attorney's Office as a Special Assistant United States Attorney to prosecute a major criminal securities fraud case. He completed his career at the SEC as an Attorney-Advisor in the SEC's Division of Corporation Finance in Washington, D.C. and joined Lee Petillon in private practice in 1994, where they later formed the securities-law boutique Petillon Hiraide LLP.
- In law school, he received a Merit Scholarship and served as a judicial extern to Justice Cruz Reynoso of the California Supreme Court and to the Honorable Robert M. Takasugi of the United States District Court, Central District of California.
- May 11, 2017
- September 21, 2016
- July 29, 2016
- June 27, 2016
- May 17, 2016
- May 16, 2016
- April 21, 2016
- April 2016
- Los Angeles Lawyer, February 2017
- Los Angeles Lawyer, December 2016
- Thomson Reuters, February 2016
- Thomson Reuters , 2015
- Editorial committee member for the Guide to California Securities Practice and Handbook for Incorporation of a Business in California published by the Corporations Committee of the State Bar’s Business Law Section.
- November 10, 2016
Events & Speaking Engagements
- April 21, 2017
- April 18, 2017
- November 11, 2016
- October 20, 2016
- Cal Society of CPAs: Hollywood/Beverly HillsJune 17, 2016
- May 18, 2016
- March 11, 2016
- Financial Executive’s Networking Group-- Crowdfunding and Other Startup and Early-Stage Financing TechniquesMarch 3, 2016
- March 3, 2016
- February 25, 2016
- February 19, 2016
- February 4, 2016
- January 7, 2016
- From Kickstarter Campaigns and Beyond: Representing the Tech Company in Crowd-Sourcing, Private Equity and M&A Transactions2014
- June 2014
- June 2014
- May 2014
- December 2011
- November 2011
- November 2011
- September 2011
- June 2011
- June 2011
- May 2011
- March 2011
- Impact of the Dodd-Frank Financial Reform Act on Broker-Dealer Regulation and Regulation of Investment Advisers: Regulation of Advisers to Private Equity Funds, Venture Capital Funds and Hedge FundsFebruary 2011
- June 2006
University of Southern California Gould School of Law, J.D. 1984
University of California, Berkeley, B.A. in Economics 1981, with honors