Securities

Brody Wilkinson’s Business Group counsels clients in areas such as securities regulation, compliance, private offerings and filings. The Group represents emerging companies, start-ups, family businesses, privately held companies, investment funds, investors and issuers of securities. We handle a diverse range of securities matters including:

  • Broker-dealer registration issues
  • Compliance issues regarding advertisements & investors
  • Contract negotiations
  • Employee stock plans
  • Federal & State compliance & notice filings (including Form D notices & state blue sky filings)
  • Investor partnership, operating & shareholder agreements
  • JOBS Act amendments requirements
  • Legal & commercial due diligence
  • Option grants
  • Phantom stock & stock appreciation rights plans
  • Private offerings (Including Regulation D & S offerings)
  • Regulatory compliance issues
  • Rule 144 issues & opinions
  • Securities-based executive compensation plans
  • State securities law issues
  • Subscription documents

Representative matters include:

Representation of companies and investors on all aspects of private offerings, including, but not limited to, Regulation D offerings.

Representation of a private equity firm that raised money from investors to fund a multi-million dollar bridge financing transaction for the developer of a solar energy and gasification project in the Caribbean. The private equity firm received equity in the developer’s company as part of its consideration for making the loan.

Representation of a music management company and recording label that raised money from investors for one of its artists in return for a percentage of the net revenues received by the artist under its recording agreement.

Representation of the principal of a Connecticut privately owned company in the sale of a minority interest in the company to a publicly traded Canadian company. The seller received both cash and shares in the Canadian company with an earn-out opportunity depending on a potential increase in the value of the Connecticut company. In addition, the Canadian company obtained the right to acquire the balance of the principal’s interest in the company through a right of first refusal exercisable at any time and a call option exercisable two years after the initial purchase.

Representation of entities formed to raise private equity and private debt financing for the acquisition, renovation and operation of an indoor sports facility.

Representation of a Connecticut-based spa and destination resort in a Rule 506 private offering to investors.

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