Securities Law

Private Placement Memorandums (PPM's)

There is no substitute for experience when it comes to Private Placement Memorandums (PPM's). Our corporate finance attorneys have created PPM's for start-up companies as well as multi-million dollar national corporations, exercising the same degree of care and due diligence in every scenario while respecting the provisions of the Securities Act of 1933.

We combine professionalism and attention to detail to provide our clients with the best possible work product, whether they are embarking on a 504, 505 or 506 Reg D offering or even PIPE (private equity into public entity) financing or any other exempt financing. Our attorneys also stand behind their work, providing follow up counsel throughout the equity raise process to address any details that may arise.

Mergers and Acquisitions

The firm's corporate lawyers provide specialist advice on every aspect of domestic and cross-border mergers and acquisitions.

On the public side, we use our extensive expertise and deal experience in advising bidders, targets and Rule 3 advisers on hostile and recommended bids, including public to private transactions. Our private equity, banking and corporate finance expertise enables us to provide creative solutions to acquisition funding requirements.

Reverse Mergers

The devil is in the details especially when it comes to Reverse Mergers. Our corporate finance attorneys perform due diligence for the acquiring operating entity on the public shell company being reversed into and provide all SEC mandated disclosure communications to the existing shareholder base.

We bring the non-reporting entity current in their reporting requirements and monitor the sale of insider, Rule 144 restricted stock. We offer corporate officers and insiders ongoing legal support to ensure absolute compliance with SEC requirements and the Sarbanes-Oxley Act. Our attorneys are there every step of the way, from inception to completion, and also direct EDGAR filings and provide ongoing counsel after the merger is completed.

Initial Public Offerings (IPOs)

The IPO process can indeed be complicated, all the more reason to exercise a high degree of due diligence when retaining corporate legal counsel. Our legal team takes many factors into consideration when drafting registration statements (including SB-1, SB-2 and S-1) and works to assure absolute SEC compliance in regards to various disclosure issues.

There is simply no margin for error since the advent of the Sarbanes-Oxley Act. Regulatory compliance is our first and foremost consideration when structuring IPOs and our attorneys provide follow through advice and counsel after the deal is funded. We can also assist with providing introductions to investment bankers, investor relations experts and various other industry professionals.

Representation of Public Companies

Representation of public companies includes assisting clients with the registration or exemption from registration requirements under the Securities Act of 1933, including;

•  Initial reporting requirements under the 1933 Act
•  Continuing reporting requirements of the Securities Exchange Act of 1934 (e.g., annual reports, proxy statements, and Forms 10-K, 10-Q and 8-K, including EDGAR filings)
•  Ongoing securities law compliance (e.g., Form S-8 registration statements, stock repurchase programs, Rule 144, Section 16 and insider trading issues, and corporate communications)

We continuously monitor corporate and securities law developments to advise clients of pending and recent changes that affect their businesses. The firm also advises issuers and underwriters in connection with public and private issuances of debt and equity instruments. Additionally, the firm has established ongoing relationships with national and regional investment banking firms and represents issuers with respect to private transactions as well.

Corporate Law

Business Transactions

In addition to taking private entities public and assisting in capital raise scenarios, business transactions include basic buying and selling of business entities; negotiating and preparing commercial lease transactions; consignment transactions; equipment leases; business loans, including bank loans; and contracts which encompass daily business operations. As requested by the client, our attorneys can also undertake thorough due diligence for business transactions as well.

General Corporate Counsel

It is essential to respect the administrative technicalities of each business entity in order to ensure continued protection from liability. In addition to other functions, general corporate counsel responsibilities include maintaining proper corporate books and records, holding regular board meetings; documenting contracts and transactions with board minutes; having yearly shareholders meetings; providing yearly and periodic reports to shareholders and advising officers, directors and shareholders on their rights and responsibilities.

Franchising and Distribution

Franchisors and distributors operating domestically and internationally rely on Jean-Pierre & Jean-Pierre for practical, industry-savvy legal advice. Our attorneys counsel clients who are starting, expanding, buying or selling a franchise or distribution system. We assist clients to achieve business goals and, whenever possible, to avoid potential pitfalls such as registration lapses and expensive, unproductive lawsuits.

Technology, Intellectual Property & Entertainment Practice

We strive to ensure that our clients' work product is protected from unauthorized use and provide advice with respect to all relevant legal issues and their implications. We act as corporate counsel on intellectual property issues, including trademarks, copyrights, trade secrets, and software licensing.

In many cases our attorneys prepare Licensing Agreements that act as a strong alternative to franchise or distribution agreements, and ensure protection of intellectual property rights including goodwill, patents, trademarks and copyrights.

Jean-Pierre & Jean-Pierre works with clients to design highly effective strategies for meeting their technology, intellectual property and entertainment law needs. Our attorneys perform an in-depth analysis to evaluate our clients' legal needs and business goals. We then work diligently to develop and implement innovative legal strategies to achieve those goals efficiently and cost-effectively.

Regulatory and Compliance

The firm provides counseling and conducts internal company investigations to assist senior executives eliminate potentially unlawful conduct. We evaluate the effectiveness of internal company policies and procedures that are designed to detect and reduce negligent or criminal conduct. When appropriate, we make recommendations to update and enhance these procedures in order to maximize overall effectiveness.

In instances where no policies exist, Jean-Pierre & Jean-Pierre will prepare customized personnel and policy manuals. The firm is accomplished in building Systems of Supervision as required by NASD Rule 3010 and drafting Written Supervisory Procedures that are also required by the NASD.

Contracts

The firm provides all documents pertaining to practical business relationships including:

•  Shareholders Agreements
•  Compensation Agreements
•  Confidentiality Agreements
•  Sales Manufacturing and Supply Agreements
•  Technology Licenses
•  Licensing and Distribution Agreements
•  Purchase Agreements (for both products and services)
•  Consulting Agreements
•  Manufacturers Representative/Sales Agent/Dealer Agreements
•  Distribution and Consignment Agreements
•  Equipment Leases
•  Business Opportunities and Franchise Agreements (both state and federal, including Uniform Franchise Operating Agreements or UFOC)

Entity Formation

Our attorneys are well-versed in the formation of all business entities, each with their own set of operating requirements and benefits.

We form Corporations (both S corps and C corps) in any state. This formation includes the preparation of and filing of articles of incorporation; bylaws; minutes and corporate books and seals; also see General Corporate Counsel.

Limited Liability Companies (LLCs) are formed in all states as well. Our attorneys prepare the articles of organization, minutes and operating agreement, and LLC book with seal.

We also form;

•  Limited Partnerships
•  Limited Liability Partnerships