Financing Transactions and Raising Private Capital
Every business owner wants to see their company grow in revenue and scope. There are myriad tools and strategies to accomplish this, such as raising private capital through debt, equity, or a mixture of both. Understanding how each available tactic works and how to mitigate the risks associated with them, such as SEC regulatory requirements, investor liability, and financial risk is crucial to a successful capital raise. At the Warren Law Group, our approach is to structure our clients’ capital raises to maximize benefit while mitigating risk in the short, medium, and long term. We guide clients through the process as smoothly as possible.
One method of capturing market share and increasing your company’s profit margin is by issuing a private placement. Regardless of the size of your company, private placements allow you to access long-term, fixed-rate capital and diversify your financial portfolio. This approach helps you extend your reach beyond the typical investors available to you, further diversify your financial sources, and add financing capacity to your venture. There are many types of private placements and each presents different challenges and opportunities. For example, Crowdfunding under Regulation CF allows a company to receive investments from unaccredited investors without engaging in an initial public offering (IPO). However, there are lower limits as to how much capital can be raised as compared to a Regulation D or Regulation A/A+ raise.
Warren Law Group also regularly handles credit and project financing, whereby a company can employ leverage to access the capital it needs to rise to the next level in its business. Depending on the client’s balance sheet, available assets, and corporate structure, our attorneys assist clients in taking a calculated risk in one area without causing significant risk to other aspects of their business and their bottom line.
144A Opinion Letters
Investors often find themselves in possession of restricted or controlled securities and want to gain market liquidity. To sell restricted securities, the seller must first obtain an exemption under SEC rules and regulations. This process is called a 144 exemption and allows for the public resale of restricted securities.
To sell restricted or controlled securities under Rule 144, there is a six month to one year holding period. There must be adequate information about the issuing company, there are certain limitations regarding commissions, and there are notice requirements for the sale within a 90-day window.
Warren Law Group can prepare your 144 Opinion Letter and work with your transfer agent to gain access to your locked away equity.
Broker-Dealer Formation and Continuing Membership Applications
Starting your own broker-dealer firm can be an exciting and potentially lucrative venture. However, obtaining FINRA’s approval is a challenge that should not be undertaken without an attorney’s guidance. Warren Law Group’s legal team has the background and knowledge to ensure your broker-dealer formation runs smoothly and sets you up for a prosperous future.
Our financial services lawyers understand the difficulties and complications that broker-dealers face in all stages of their business, especially when dealing with FINRA. Our attorneys have the expertise to help your firm obtain approval from FINRA without delay by completing the FINRA membership application, establishing compliance controls, and writing supervisory procedures that follow SEC, FINRA, CFTC, U.S. Treasury, and National Futures Association (NFA) guidelines. We can also assist you in acquiring a Continuing Membership Application (CMA) if necessary. A CMA application under FINRA Rule 1017 is required in connection with a merger, acquisition, asset transfer, change of ownership and control, or a material change in business operations.
Additionally, our experienced financial attorneys can help you set up and manage your corporate framework, tax structures, seed investments, and any ongoing capital issues.
Advising Registered Representatives and Principals
The financial services sector is one of the most heavily regulated industries in the United States. To successfully operate and grow your business, you need to establish order and avoid the penalties and fines that can occur as a result of poor planning and inadequate procedures. Building the trust of your clients can take years, but that trust can be wiped away in a moment.
As a registered representative, investment advisor, or principal of a financial firm, you should, therefore, seek a law firm with a strong background in securities regulation, enforcement, and litigation to represent you in critical legal matters.
The attorneys at Warren Law Group have been advising registered representatives, investment advisors, and principals for over fifty years. Our founder, Christopher Warren, was a successful participant in the financial services industry before he became an attorney and started representing financial services professionals.
With our combined financial industry experience, Warren Law Group provides invaluable expertise and advice to financial services professionals and firms. Our skilled lawyers represent clients in the defense of operational, compliance, trading, and sales matters, as well as the defense of enforcement proceedings by the SEC, CFTC, state securities regulators, and FINRA. We also handle:
- Form U4 and U5 filings
- State “Blue Sky” registrations and investigations
- FINRA arbitrations, enforcement actions, investigations, and expungements
- Court proceedings for breach of contract actions and restrictive covenants
- Regulatory investigations by the SEC, CFTC, FINRA, and the U.S. Treasury Dept., including subpoenas and Wells Notices
- FINRA enforcement proceedings such as information requests including Rule 8210 responses, on-the-record (OTR) testimony, and Acceptance Waiver and Consent (AWC) negotiations
Warren Law Group’s attorneys have represented financial services professionals and principals in hundreds of proceedings in federal and state courts, SEC and FINRA enforcement matters, and FINRA arbitrations. With our guidance, you can start your operations without delay, avoid costly penalties, and position your financial services firm for long-term success.
The U.S. Commodity Futures Trading Commission (CFTC) tightly regulates all commodity futures and options markets. Our attorneys represent clients in various civil and commodities regulation matters, including with the CFTC, National Futures Association (NFA), and commodities exchanges. We will guide you in your management of commodities to ensure they are traded properly.
Broker-Dealer Transition Assistance, Contract Negotiation, and Litigation
Advisors and brokers often transition between broker-dealer firms. When this happens, broker-dealers could find themselves facing a challenging and stressful period unless they have the necessary professional guidance. Broker-dealer firm transitions may require large sums of capital to be transferred from the previous broker-dealer to the new one, a process that requires a highly skilled and seasoned legal professional to prepare and execute the proper documents.
Not only can our attorneys help make this transition smooth for you, but we can also litigate any employment or independent contractor disputes that may come up during the process.
For example, our legal team can help with employment and partnership disputes, promissory note disputes, defamation accusations, as well as restrictive covenants such as non-compete, non-solicitation, and non-disparagement agreements. If necessary, we will seek emergency orders from a court to prevent these restrictive covenants from being breached.
Investment Advisor and Solicitor Formation and Compliance
Our attorneys assist both federal and state investment advisors and hedge fund managers to make sure they follow proper compliance guidelines. We help investment advisors and hedge fund managers form and register their firms, draft necessary legal documents, assist with compliance policies and procedures, train staff, and handle routine and complex litigation that may come up during the process.
When you work with Warren Law Group, you get the benefit of our attorneys’ vast experience handling regulatory and compliance matters for the financial industry. You can rest assured and proceed confidently knowing that your firm is operating with adherence to applicable laws.
Money Services Businesses and Money Transmitter Businesses
Money Services Businesses (MSB) include money transmitters, check cashers, foreign exchange dealers, prepaid access sellers and providers, and issuers and redeemers of money orders and traveler’s checks. MSBs must be registered with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury and may have to be licensed in the states where they operate.
The attorneys at Warren Law Group can help MSBs with the following matters:
- Completing the necessary licensing applications
- Consulting services regarding licensing laws
- Federal and state enforcement actions and regulations
- Office of Foreign Assets Control (OFAC) licensing issues
- Anti-Money Laundering (AML) and Bank Secrecy Act (BSA) compliance
- Corporate transactions
- Commercial litigation
MSB rules vary by state. Each state has a different set of rules and regulations for MSBs, some of which are tedious, inconsistent, and challenging to understand. However, failing to properly understand and follow MSB rules can have consequences. A failure to comply could result in the revocation of your business license, or worse – criminal charges.
The best way to avoid these negative consequences is to obtain the assistance of an experienced financial services attorney who can help you set up your MSB business for success.
To succeed, every company (publicly traded or privately owned) must balance the vision their owners, investors, and directors have with the challenges presented by laws and regulations. Our attorneys are dedicated to devising innovative structures and creative solutions that bring a principal’s desires to life while creating value, mitigating risk, and adhering to regulations.
Similarly, venture capital and private equity firms and newly acquired businesses sometimes need to optimize their corporate structure for various purposes such as the renegotiation of unfavorable contracts or shifting away from underperforming assets, debt, or credit terms. We work with our private equity clients on compensation, succession, and rollup matters to maximize the return they obtain from the money they have spent – for a tangible effect on their bottom line.
When you work with Warren Law Group, our attorneys also help your company with reporting and disclosure requirements under federal and state securities laws, compliance with self-regulatory organizational requirements, and the development of compliance program guardrails to ensure that your venture thrives while adhering to its regulatory obligations.
Why Choose Us?
It is crucial that you are operating your company utilizing proper legal guidance. The best way to ensure you are compliant with federal or state rules and regulations is by retaining experienced securities and regulatory counsel. Our corporate attorneys have decades of experience serving and providing customized regulatory guardrails for start-ups, mid-sized businesses, and Fortune 500 companies. Due to our extensive experience assisting companies of all sizes, our attorneys can confidently prepare your company for success, all while pragmatically keeping an eye on your bottom line.
Corporate Governance and Regulatory Compliance FAQs
Corporate governance is the system of customs, processes, policies, rules, and relationships that control the manner a company manages its internal decision making, and relations with shareholders, employees, customers, and other stakeholders. Think of it as a framework that guides the interactions within an organization’s decision-making ecosystem, which is made up of directors, management, shareholders, employees, and many others. Good corporate governance practices assure shareholders that directors and management are acting in the best interests of the business and not self-dealing.
Good corporate governance simply leads to a better run, positive performing, and sustainable business. It signals to the market that a company is well run and that the interests and goals of directors, management, and shareholders are aligned. These improved efficiencies can unlock new opportunities, reduce risk, and propel faster and safer growth.
For many new or growing ventures, corporate governance practices are often far down the priority list, or not on the list at all. This is understandable given the many urgent matters these businesses face, such as funding, staffing, and cash flow issues. Nevertheless, it is never too early to make corporate governance a fundamental part of the fabric of a growing business. In fact, it should be a priority at the very start of business because strong governance practices prevent larger and more expensive legal problems from developing down the road. Common issues that arise as a business matures and scales are not having clear profit sharing and decision-making processes, lack of an independent Board, and many more. An ounce of prevention indeed goes a long way.
A corporate governance lawyer serves as a business consultant and a de facto in-house counsel. Although some businesspeople may feel they can handle these issues on their own, a business lawyer often sees the bigger picture regarding crafting strategies that mitigate risk due to experience from advising numerous businesses in many different sectors. A business lawyer is there to save your company money by creating structures and practices that generate more revenue from greater efficiencies, and which save money by preventing litigation from occurring.
- Creating Processes that Avoid Conflicts of Interest
- Structuring Business Entities
- Internal Procedures on Decision Making and HR
- Creating a Managerial Internal Hierarchy with Checks and Balances
- Financial Disclosures
- Ethics Violations
- Transparency & Accountability
- Executive Compensation
- ESG (Environment, Social, Governance) Disclosures
- Corporate Accountability
- Shareholder Interests v. Stakeholder Interests
- Managing the Relationship between the Board and Management
- Maintaining Board Independence
- Identifying & Mitigating Risks: Financial, Operational, and Human Resources
- Talent Management
MEET OUR CORPORATE GOVERNANCE AND REGULATORY COMPLIANCE ATTORNEYS
Click on the photos below to see the WLG team members who can assist in resolving your matter.