Businesses often require outside capital in order to realize their growth potential. Raising capital to finance a business is often accomplished through a private placement in which the company issues its equity or borrows money in the form of debt financing. Either method is considered an issuance of a security and thus implicates state and federal securities laws. Encore Law Group navigates its clients through all of the regulations involved with raising capital. We also advise our clients on the various benefits, challenges, risks and drawbacks of any given financing strategy, and draft and file all required documents with the relevant state and federal regulatory agencies.

Private Offering of Securities – Angel, Friends and Family, Venture Capital, Follow-On Rounds

One of the ways startup and small businesses raise capital is through private offerings of securities to friends and family, venture capital, and angel investors. Like other forms of securities, stock or LLC interests sold in private offerings are regulated by the state and federal government. Accordingly, private offerings must be properly handled. Failure to abide by the regulatory framework can cost the business a lot of money rather than raise, and be able to use, much needed capital. Encore Law Group has extensive experience in advising and guiding clients through the whole process. We draft all of the necessary documents and files with all the necessary disclosures with state and federal regulatory bodies to ensure that the private offering raises capital while avoiding obstacles.

Debt Financing

Another way a business can raise capital can be done through borrowing, or debt financing. Depending on what type of debt is being incurred by the business, debt financing can be considered a security or simply a contractual obligation by the business. Encore Law Group advises its clients through all phases of debt financing, including determining whether the debt is a security or a contractual obligation, drafting all necessary agreements, and if necessary, preparing and filing all necessary paperwork with state and federal regulatory bodies.

Public Companies

In addition to our expertise in handling securities law matters for privately held companies and private offerings, the attorneys at Encore law Group have expertise representing publicly traded companies who are faced with the need to satisfy the many requirements of the Securities and Exchange Commission. This includes the registration requirements under the Securities Act of 1933 and the reporting requirements under the Securities Exchange Act of 1934, as well as the requirements of the securities exchanges or listing bulletin boards.

We also handle registration matters for broker-dealers under federal and state law, as well as representing majority shareholders of public companies who are required to report their share holdings and transactions in the issuer’s securities under Section 16 of the Securities Exchange Act and pursuant to the Williams Act (Schedules 13G and 13F).

The Securities Exchange Act requires a public company to file quarterly and annual reports (Forms 10-Q and 10-K) to allow investors to assess the company and special reports (Form 8-K) to inform investors of any material changes that may have occurred in between the company’s periodic reporting.
Startup companies can rest assured knowing that we can provide for their needs as they grow and public companies can be comfortable in our ability to provide big-firm experience and expertise at a great value.

State and Federal Securities Regulation

Securities are heavily regulated by the state and federal governments, even with the new rules coming into play regarding crowdfunding that are meant to relax some of the requirements. Which filings are required depends on a various number of factors, including how much money is being raised, from whom is the money being raised, whether the securities are offered privately to a small group or offered to the general public, and what type of security is being offered. Of course this list is not exhaustive. Encore Law Group relies on its extensive experience to determine which filings are required and prepares all required filings with state and federal regulatory bodies.

Employee Incentive Plans – Stock Options, Restricted Stock, Phantom Stock, Bonus Plans

Offering an equity incentive plan for employees and contractors can be a great way to attract and retain good employees and independent contractors. An equity incentive plan can include stock option, restricted stock, phantom stocks or a bonus plan, as well as other types of equity and non-equity awards. Encore Law Group advises it clients on what type of plan is best suited for the business based on the business’s objectives and tax implications. We also prepare all of the documents and implements the plan to ensure that all the legal and regulatory requirements are satisfied.