corporate & business transactions
PDFThe Corporate Department represents foreign and domestic clients ranging in size from Fortune 100 companies to individual entrepreneurs in a broad range of corporate, financial, securities, and real estate transactions.
venture financings
MSK is very active in venture financings. We offer our clients a practical and strategic viewpoint on the constantly evolving trends in the venture space. Our lawyers are skilled in structuring, negotiating and implementing various types of financings, including SAFE and convertible debt financings, Series A and Series C preferred stock offerings, recapitalizations, crowdfunding financings, and more. Our clients range from newly formed startups to mature public companies.
capital markets & securities
We pride ourselves on being ahead of the curve in the capital markets arena. We communicate frequently with the staff of the Division of Corporation Finance of the SEC about new policy matters and the latest interpretive guidance to help our clients meet their SEC registration and financing objectives with the greatest possible speed and efficiency. We are known for adding value to our clients beyond legal services by proactively linking them with our extensive financial sector contacts to facilitate capital formation.
We specialize in representing emerging growth companies, underwriters and placement agents in:
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Underwritten public offerings (IPOs and follow-on offerings, including shelf registrations and shelf takedowns)
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Registered direct offerings
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At-the-market offerings
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Private placements (equity and convertible debt)
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Reverse mergers and self-filings coupled with financings
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Public offerings under SEC Regulation A, as soon to be amended and expanded
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Obtaining stock exchange listings for qualified issuers
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Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.
securities exchange act of 1934 compliance & regulatory reporting
We are highly specialized in Exchange Act reporting and compliance, which is critical to a reporting company’s ability to raise capital, obtain shareholder approval or restructure outstanding derivative securities when needed. We use our deep expertise in Exchange Act reporting and compliance to help our reporting company clients avoid or quickly resolve SEC comments to Exchange Act reports, proxy statements and tender offer statements.
Our expertise in Exchange Act compliance includes:
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Exchange Act registration statements (Forms 10 and 8-A)
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Annual and quarterly reports (Forms 10-K and 10-Q)
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Current reports (Form 8-K)
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Proxy statements/proxy contests (Schedule 14A)
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Information statements (Schedule 14C)
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Tender offer statements (Schedule TO)
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Insider filings (Forms 3, 4 and 5, Schedules 13G and 13D)
We have expertise advising clients on corporate, securities, commodities and derivatives regulatory and operations matters with particular emphasis on the organization, operations and regulatory compliance of investment management firms, private equity, venture capital and hedge fund sponsors and broker-dealers.
We also advise clients on the regulatory matters associated with mergers and acquisitions involving regulated entities, Investment Company Act analyses and new securities product development. We offer our clients experienced, practical and personalized solutions, not just technical legal advice, to enable our clients to best achieve their business goals in a highly regulated environment.
Our experience includes:
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Initial SEC registrations
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FINRA membership
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Development of compliance programs
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Substantive reviews of operating and compliance policies and procedures
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Compliance training programs
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SEC and other regulatory examinations
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Regulatory reporting (e.g., 13D, 13F, 13G, 13H, Form PF)
mergers & acquisitions
We have extensive experience representing public and private companies in M&A transactions. As a result, our attorneys are adept not only in structuring, negotiating and documenting M&A transactions, but also in addressing the federal and state securities law compliance aspects of such transactions. We also guide our listed company clients in complying with stock exchange listing rules related to M&A. We excel in complex long range M&A planning for our clients, many of whom engage us for successive M&A transactions that prove critical to their growth plans. In addition to representing constituent entities in M&A transactions, we have the expertise and experience needed to represent investment banks in the preparation of fairness opinions for M&A transactions.
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Statutory mergers
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Share exchanges
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Asset purchases and sales
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Reverse mergers
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Leveraged buyouts
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Divestitures
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Acquisitions: Public and private enterprises, including negotiated transactions, tender offers, and proxy contests; representing both buyers and sellers
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Mergers: Stock and cash transactions (including tender offers)
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Diligence: Intellectual property, real estate, and other liabilities due diligence
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Corporate roll-ups
private equity / private funds
Top performing private equity funds excel at each stage of the portfolio company cycle: investment acquisition, investment optimization and investment realization or liquidation. Our private equity lawyers counsel private equity funds and their portfolio companies during each of these stages, providing legal and business advice and market expertise that enable fund managers and portfolio company senior managers to achieve their investment and operating objectives. We also represent private equity, venture capital and hedge funds and their principals during fund formation and fundraising as well as provide advice on complex internal governance issues that may arise between or among principals.
We also advise our corporate clients, as well as special committees, on a range of corporate governance matters, such as director and shareholder fiduciary duties, director independence, executive compensation arrangements and transactional and litigation risk analysis. We offer our clients a practical viewpoint on the shifting trends in corporate governance and proxy contests.
Our lawyers are skilled in structuring, negotiating and implementing all types of private equity transactions, including:
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Growth equity investments
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Leveraged buyouts
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Going private transactions
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Add-on investments
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Consolidations and industry roll-ups
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Joint ventures and strategic partnerships
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Recapitalizations and divestments
general corporate law
We have significant experience with handling general corporate law compliance for our clients, especially with respect to Sarbanes-Oxley compliance. Our corporate clients also frequently call on us to help them deal with general corporate transactions and agreements such as distribution agreements, licensing agreements, consulting agreements, stock option plans and agreements, etc. Our ability to infuse business advice and sensibility as well as legal advice sets us apart from other law firms.
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General Corporate Compliance
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Sarbanes-Oxley Compliance
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Stock Option Plans
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General Corporate Transactions (Distribution Agreements, Licensing, Franchising, Consulting Agreements, etc.)
corporate governance
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Guidance: Senior management and boards of directors, compensation committees, and audit committees of public companies.
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Compensation: Executive compensation, equity-based compensation plans, and Section 16 analysis.
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Risk Management: Director and officer liability issues.
- SEC Compliance: Public disclosure obligations (including new obligations under the Sarbanes-Oxley Act), shareholder communications, proxy voting, and shareholder proposals. Director and officer liability issues. Executive compensation, equity-based compensation plans, and Section 16 analysis.
media finance
Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.
- Debt Financings: Secured and unsecured on behalf of domestic and foreign banks, other financial institutions, and independent motion picture production companies as lenders and borrowers in media, film, television, and software lending/borrowing.
- Secured Financings: Multimillion-dollar loan obligations secured primarily by copyrights, patents, trademarks, and related accounts receivable.
banking finance
- Secured and unsecured debt financings.
- Finance: Secured and unsecured debt financings.
security alarm, integration and homeland security
- Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.
- Security Alarm and Guard Industry Operations: Mergers and acquisitions, securities offerings, financings, consumer contracts, licensing and regulatory matters, intellectual property rights, and labor and employment issues.
- Homeland Security: Advise and assist foreign and domestic companies in the security, manufacturing, trade and defense industries regarding government contracts and financings as well as mergers and acquisitions, licensing and regulatory matters.
- Trade Associations: Representation of security alarm industry associations and trade groups.
Spotlight
Imagine a colosseum, filled to capacity, noisy and chaotic. Now, turn out the lights. This image represents the marketplace for your company’s products or services – the exact details of the marketplace are formidably complex and hard to pin down. Every company carries the burden of finding “market fit” in order to build value for its shareholders. Often, even with the best formulated plans, accomplishing this feat comes through experimentation and tackling unforeseen obstacles. This takes time, money, and creativity. It also requires a smart and flexible approach – and this only addresses your company’s external challenges. Add to this the burdens of managing business performance internally, aligning your strategy across your entire enterprise, modernizing legacy business systems, and complying with regulatory burdens. The last thing you need to worry about is whether your company counsel has adequately protected you.
The corporate lawyers at MSK steadfastly focus on all things related to structuring transactions for corporate and tax purposes, corporate governance, meaningful due diligence, and countless other critical corporate legal issues so that you can focus on what matters most – building your business. Whether tackling the never ending list of “firsts” in an early stage venture or navigating the labyrinth of regulation by the U.S. Securities and Exchange Commission (SEC) and the stock exchanges, or compliance after going public, MSK anticipates your needs and does the worrying for you.
Representing companies from their earliest stages of formation through multiple rounds of angel or venture financings through their exits, either by M&A or going public, MSK has advised on innumerable corporate financings, ranging from Friends & Family rounds, Series Seed, Series A Preferred and subsequent preferred series, bridge financings prior to going public, IPO’s, venture debt facilities and follow-on public offerings. MSK has also advised on countless complex M&A transactions for emerging growth companies, including public, private, domestic and cross-border mergers.
Beyond all this, MSK’s Corporate & Business Transactions Group prides itself on adding value to clients beyond legal services. By working with MSK, clients benefit from an extensive rolodex of relationships, including connections to investment banks, capital sources, and M&A targets and acquirers. MSK gets fully invested in the success of its clients.
Headlines
Headlines
- The Mirror, March 15, 2024
- February 26, 2024
- January 4, 2024
- December 29, 2023
- Business Wire , December 11, 2023
- September 22, 2023
- August 1, 2023
- August 1, 2023
- September 29, 2022
- May 12, 2022
- February 25, 2022
- November 2, 2021
- October 5, 2021
- August 19, 2021
- July 1, 2021
- February 19, 2021
- November 5, 2020
- November 2, 2020
- Bloomberg Law, October 28, 2020
- Key hires bolster firm’s entertainment labor practice and businesses transactions groupOctober 27, 2020
- September 4, 2020
- August 20, 2020
- June 4, 2020
- October 4, 2019
- Law.com (ALM Media Properties) , September 25, 2019
- September 23, 2019
- September 14, 2019
- August 15, 2019
- June 28, 2019
- Bloomberg Law, February 22, 2019
- February 20, 2019
- February 5, 2019
- January 30, 2019
- January 16, 2019
- January 2019
- December 4, 2018
- November 1, 2018
- September 13, 2018
- September 7, 2018
- Melanie Figueroa Named to Corporate Counsel and InsideCounsel's list of "2018 National Women in Law"August 13, 2018
- August 8, 2018
- June 29, 2018
- June 19, 2018
- May 25, 2018
- March 28, 2018
- March 21, 2018
- March 13, 2018
- March 12, 2018
- March 11, 2018
- March 8, 2018
- March 8, 2018
- February 27, 2018
- February 22, 2018
- February 21, 2018
- February 15, 2018
- January 25, 2018
- December 19, 2017
- December 18, 2017
- November 13, 2017
- September 28, 2017
- September 18, 2017
- August 17, 2017
- August 15, 2017
- July 25, 2017
- June 1, 2017
- May 11, 2017
- May 11, 2017
- May 2, 2017
- January 20, 2017
- December 13, 2016
- December 7, 2016
- December 6, 2016
- December 6, 2016
- November 29, 2016
- November 10, 2016
- November 1, 2016
- September 30, 2016
- September 12, 2016
- August 26, 2016
- August 22, 2016
- July 29, 2016
- June 29, 2016
- June 23, 2016
- June 21, 2016
- June 20, 2016
- June 20, 2016
- May 26, 2016
- May 17, 2016
- May 16, 2016
- May 13, 2016
- May 9, 2016
- May 9, 2016
- May 4, 2016
- April 2016
- March 31, 2016
- December 16, 2015
- December 14, 2015
- November 24, 2015
- October 28, 2015
- August 2015
- July 16, 2015
- July 1, 2015
- July 1, 2015
- July 1, 2015
- June 2015
- June 4, 2015
- June 2015
- March 16, 2015
- November 21, 2014
- October 2014
- September 5, 2014
- September 4, 2014
- September 3, 2014
- August 5, 2014
- April 2014
- March 2014
- December 5, 2013
- November 2013
- August 15, 2013
- November 15, 2012
- November 14, 2012
- November 1, 2012
- November 1, 2012
- August 24, 2012
- August 20, 2012
- December 7, 2011
- November 1, 2011
- August 31, 2011
- August 19, 2010
- April 15, 2010
- January 26, 2010
- December 22, 2009
- August 3, 2009
- April 21, 2009
- January 30, 2009
- November 21, 2008
- October 3, 2008
- July 17, 2008
- March 6, 2008
- January 30, 2008
- November 12, 2007
- September 10, 2007
Publications
- Who Wins, and Why?Planet MicroCap Review , March 31, 2023
- August 29, 2022
- Bloomberg Law, February 26, 2019
- Bloomberg Law, February 2019
- The Biederman Blog, December 17, 2018
- Law360, June 21, 2018
- Accounting Today, May 30, 2018
- American Banker, March 21, 2018
- Los Angeles Lawyer, February 2017
- Los Angeles Lawyer, December 2016
- February 15, 2016
- Thomson Reuters, February 2016
- Security Distributing & Marketing, April 2010
- Winter 2010
- Privacy & Data Security Law Journal, February 2008
Alerts
- April 17, 2024
- March 21, 2024
- November 28, 2023
- October 11, 2023
- August 3, 2023
- December 15, 2022
- June 15, 2022
- February 14, 2022
- June 28, 2021
- October 28, 2020
- May 6, 2020
- May 5, 2020
- April 3, 2020
- March 30, 2020
- March 26, 2020
- March 26, 2020
- COVID-19: SoCal Shelter in Place OrdersMarch 23, 2020
- Coronavirus Business Interruption, Part 2March 23, 2020
- Coronavirus Business Interruption, Part 2March 20, 2020
- March 19, 2020
- March 19, 2020
- March 19, 2020
- March 17, 2020
- March 6, 2020
- February 11, 2020
- January 21, 2020
- October 14, 2019
- April 8, 2019
- March 25, 2019
- December 17, 2018
- December 11, 2018
- June 8, 2018
- June 2018
- May 30, 2018
- February 1, 2018
- October 17, 2017
- October 6, 2017
- September 27, 2017
- September 26, 2017
- September 13, 2017
- August 1, 2017
- July 10, 2017
- June 20, 2017
- November 10, 2016
- July 5, 2016
- May 31, 2016
- May 23, 2016
- April 18, 2016
- March 15, 2016
- December 16, 2015
- September 2015
- September 2015
- February 17, 2015
- September 2014
- April 15, 2014
- March 26, 2014
- February 28, 2014
- January 29, 2014
- January 8, 2014
- December 23, 2013
- July 2013
- March 4, 2013
- January 28, 2013
- December 18, 2012
- December 11, 2012
- December 6, 2012
- October 29, 2012
Events & Speaking Engagements
- October 17, 2024
- June 17, 2024
- March 8, 2024
- March 8, 2024
- February 1, 2024
- February 1, 2024
- December 6, 2023
- June 30, 2023
- February 22, 2023
- October 22, 2021
- July 19, 2021
- June 23, 2021
- January 28, 2021
- Practising Law InstituteJanuary 12, 2021
- October 29, 2020
- October 28, 2020
- June 25, 2020
- June 10, 2020
- February 26, 2020
- February 19, 2020
- January 21, 2020
- December 10, 2019
- December 9, 2019
- December 6, 2019
- November 23, 2019
- November 14, 2019
- November 14, 2019
- September 27, 2019
- September 26, 2019
- August 28, 2019
- May 23, 2019
- May 15, 2019
- May 3, 2019
- April 18, 2019
- April 1, 2019
- February 28, 2019
- December 4, 2018
- June 20, 2018
- June 14, 2018
- June 13, 2018
- April 25, 2018
- April 24, 2018
- April 19, 2018
- April 11, 2018
- Spring 2018
- March 27, 2018
- March 13, 2018
- March 13, 2018
- March 12, 2018
- March 10, 2018
- Winter 2018
- Fall 2017
- November 8, 2017
- October 20, 2017
- September 11, 2017
- September 7, 2017
- August 3, 2017
- August 3, 2017
- June 21, 2017
- June 5, 2017
- April 21, 2017
- April 20, 2017
- April 18, 2017
- Winter 2017
- December 6, 2016
- November 11, 2016
- October 20, 2016
- September 21, 2016
- August 25, 2016
- June 14, 2016
- May 24, 2016
- May 18, 2016
- March 11, 2016
- March 3, 2016
- Closing the Big Deal, Fourth Annual Leadership Conference: Making Things Happen, Getting Things DoneMarch 2016
- February 25, 2016
- February 23, 2016
- February 23, 2016
- February 19, 2016
- February 4, 2016
- January 7, 2016
- December 15, 2015
- December 1, 2015
- December 1, 2015
- October 28, 2015
- October 14, 2015
- September 11, 2015
- June 25, 2015
- Spring 2015
- February 24, 2012
- May 24, 2010
- March 7, 2008
Multimedia
Multimedia
Sub Practices
- capital markets & securities
- china practice
- corporate governance
- crowdfunding
- crypto assets & blockchain technology
- early-stage private company financing
- employee benefits & executive compensation
- exchange act compliance & regulatory reporting
- general corporate law
- mergers & acquisitions
- nonprofit organizations
- private equity / private funds
- transactional tax