Corporate and Financial Matters

SEC Enforcement Representation

Brewer, Pritchard & Buckley, P.C. has experience in handling all SEC enforcement matters, including, but not limited to:

  • Insider trading
  • Manipulation of market prices
  • Pump-and-dump schemes involving penny stocks
  • Violation of a broker’s fiduciary responsibilities
  • Misrepresentation to investors
  • Sale of unregistered securities

SEC Compliance Representation

Brewer, Pritchard & Buckley, P.C. has experience in handling all aspects of SEC regulatory compliance with respect to ongoing reporting purposes. Publicly traded companies are required to file with the SEC periodic reports, including, without limitation, the following:

  • Annual reports on Form 10-K
  • Quarterly reports on Form 10-Q
  • Periodic reports on Form 8-K
  • Proxy statements and information statements with respect to annual or special meetings of the shareholders
  • Section 16 filings, including Form 3’s, Form 4’s and Form 5’s
  • Schedule 13D and 13G filings

Business Formations

Brewer, Pritchard & Buckley, P.C. has experience in advising with respect to corporate governance and corporate formation matters. Owners starting a new business have several options. The structure affects their personal liability, taxes and other important factors. Initial formation documents set forth the corporate governance – viable business organization options include:

  • Sole proprietorships
  • Partnerships (financial and general)
  • Limited liability corporations (LLCs)
  • S-corporations
  • C-corporations

Business Acquisitions

Brewer, Pritchard & Buckley, P.C. has experience in handling mergers, acquisitions and divestitures of existing companies, as well as assets and capital stock of existing companies. There are many steps that need to be properly sequenced, and each corporate party needs highly seasoned attorneys representing their interests throughout the process.  Common legal matters associated with business transactions include:

  • Sale of stock
  • Sale of assets
  • Contract preparation and negotiation
  • SEC compliance and filings
  • Due diligence investigation
  • Confidentiality agreements
  • Letter of intent
  • Closing transactions

In addition, the lawyers at Brewer, Pritchard & Buckley, P.C. advise boards of directors on the legal implications of approving or declining a transaction offer, making the decision to buy, sell or merge easier.

Structuring Business Financings

Brewer, Pritchard & Buckley, P.C. has experience with businesses across the United States with structuring debt and equity financings, whether such financings are private placements or public offerings. The firm’s attorneys provide crucial legal guidance to assist business organizations to raise capital, grow organically or through acquisitions, and ultimate sale. Some of the typical transactions include:

  • Private and public debt and equity financings
  • Initial public offerings
  • PIPE transactions to register the resale of privately placed securities
  • Private equity financings
  • Venture capital transactions
  • All aspects of mergers and acquisitions