Practice Areas

Corporate Law Litigation NY

Corporate Law and Financial Transactions

Start-up Counsel

Ventures in the “start-up” phase, especially those bringing disruptive innovations to the marketplace, often have unique needs without substantial capital to burn. They face enormous legal challenges and require strategic legal advice to build a solid foundation and set themselves up for success. Some of these initial challenges include corporate structuring, mitigating risk, intellectual property licensing and sales, raising capital, investor relations, and more. Each start-up has its own unique business-DNA and is best served by attorneys who understand its specific needs.

Attorneys at Scarinci Hollenbeck, LLC are experienced in representing start-ups in the United States and abroad. In addition to shepherding start-ups through the hazards of starting a business, we focus on helping our clients grow by establishing guardrails that give them the freedom to take calculated risks and scale sustainably. We also help our clients raise capital by connecting them with investors, angel investor groups, private equity groups, equity crowdfunding platforms, licensed securities brokers, and others. We leverage our expertise to strategize for your company’s growth.

Hedge Funds, Private Equity, and Venture Capital Firms

Hedge funds, private equity funds, and venture capital firms all share a common theme of fiduciary duty. The operators, sponsors, and manager of these funds must make the effort to avoid intentional or negligent fraud or financial misconduct. They must put the interests of the fund and its investors above their own personal interests. Professional advice must be obtained, and precautions must be taken to ensure that these fiduciary duties are followed. If a hedge fund manager, private equity manager, or venture capital firm fails to uphold its fiduciary duties, regulators or investors could file legal actions against the financial entity for losses and damages. Prosecutors could even file criminal charges.

At Scarinci Hollenbeck, LLC, our legal team combines their expertise in securities regulation and corporate law to help clients properly navigate through investments, acquisitions, and contracts with their investors and successfully manage their portfolio companies or other fund assets.

When millions or tens of millions of dollars are on the line, compliance and regulatory procedures are closely watched and strictly enforced. You can’t afford to play fast and loose with the rules when you have your investors’ trust and funds at stake. A knowledgeable financial services lawyer can help ensure that you comply with applicable laws and regulations.

Mergers and Acquisitions

One way to grow your business is by merging with or acquiring another enterprise. At Scarinci Hollenbeck, LLC, we represent both buyers and sellers in these oftentimes complex transactions.

When you work with our seasoned legal team, we prepare you for the merger and acquisition process, ensure that the capital involved in the transaction is legitimate, carry out due diligence, obtain any necessary approvals, and ultimately seek to bring the transaction to a smooth and successful closing.

Non-Profit Organizations

Non-profit organizations have unique needs as well as unique regulatory challenges compared to for-profit ventures. At Scarinci Hollenbeck, LLC, our attorneys have the experience to help you navigate these challenges and ensure compliance with federal, state, and local laws.

What sets us apart at Scarinci Hollenbeck, LLC is the width and breadth of our experience. We give our clients a financial toolkit that empowers them to obtain more funding while mitigating risk so that they can fulfill their mission statement to the best of their capability.

Real Estate Securities Investments

The two most common real estate investment structures are Limited Partnerships (LP) and Real Estate Investment Trusts (REITs). In both structures, the fund or company manages the properties in the portfolio and provides investors with a return based on the portfolio’s income.

In a Limited Partnership, investors are usually restricted from transferring their interests, which can make exiting the partnership difficult. REITs, on the other hand, are both publicly and privately traded and designed for investors to buy and sell their interests. In either case, the properties being managed are assets that secure the investors’ capital.

Real estate securities are significantly different from investing in most startups or service companies, where investors’ funds are typically used to cover the operating expenses of the business without a tangible asset to secure the investors’ capital.

Many of these services overlap one another and it is therefore important to partner with a team that has experience and knowledge across the board.

Corporate Law and Financial Transactions

In today’s multifaceted business environment, corporations of all sizes can benefit from having retained corporate counsel. Outside corporate counsel, like a General Counsel, advise business owners on daily matters, help to strategize as the venture expands, ensure that the business stays compliant with federal and state law in its activities, jump in to handle crises, and keep your business on the right track.

Businesses can avoid excess litigation if they retain competent corporate counsel to mitigate risk. Having corporate counsel advise you in a transaction decreases the likelihood of needing to litigate that contract. It also puts you in a strong position if a dispute does go to court. Corporate clients call upon experienced corporate attorneys to answer legal questions surrounding businesses in a wide range of areas should unforeseen legal circumstances arise.

While large enterprises often have in-house legal teams, other businesses also need legal expertise but often don’t have the budget or workflow to justify that expense. Scarinci Hollenbeck, LLC is here to help. Our experienced attorneys work with businesses of vastly different shapes and sizes in a multitude of industries, including but not limited to, service, software, technology, renewable energy, minerals, and social media on matters ranging from corporate governance, acquisitions, IP management, employment, mergers and acquisitions, insurance, domestic and international transactions, and so much more.

Initial Public Offerings (IPO)

The attorneys at Scarinci Hollenbeck, LLC have facilitated dozens of public offerings including initial public offerings (IPOs). Public offerings provide an opportunity to raise capital to support a company in the process of going public. One of the advantages of being a public company is that shares can be used as a form of currency. For example, the company is able acquire other companies or expand its operations.

It is important to organize a strong team to complete any public offering. Typically, your securities lawyer will oversee a team that includes your certified public accountant and an investment banking firm that will act as the company’s underwriter to sell the shares to the investing public at the best price.

The basic registration form to be filed with the SEC to accomplish a public offering is the S-1 form, and you must seek legal counsel experienced in filing these documents.

Steps to developing an IPO:

  1. Perform due diligence on the company, including its management, operating history, financial condition, business operations, pending litigation, intellectual property, and, importantly, the risk factors of investing in the securities.
  2. In addition to registering your shares with the SEC, the company must also comply with the securities laws in all 50 states where the shares may be offered or sold.
  3. The company will then typically enter into an underwriting agreement with an investment banking firm.
  4. The underwriter will have to ensure that the sales methods of the syndicate comply with all SEC regulations and the regulations of FINRA.
  5. Upon filing the preliminary registration statement with the SEC, the company will be assigned to a team of SEC lawyers for review which will then result in an SEC Comment Letter.
  6. The SEC staff will review the registration statement and prospectus and the company’s securities lawyers will begin processing the exchange listing application with whatever exchange the company qualifies for listing its shares.

Each transaction is unique, and these steps will provide you with the framework of what is in store for your company if you decide to go public. We at Scarinci Hollenbeck, LLC have the experience and expertise to get your offering done effectively and efficiently. We look forward to speaking with you to see how we can assist you during this process.

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Why Choose Us?

Our corporate attorneys have decades of experience facilitating business deals, serving as business consultants, providing attorney opinion letters based upon federal and state law, including 144A opinion letters, acting as escrow agents for cryptocurrency and billion-dollar transactions, as well as representing United States based entities in international cross-border transactions. If you choose to retain our corporate team to perform the necessary due diligence and facilitate transactions for you or your business, you can be confident that you are hiring the right legal team.

Corporate Law and Financial Transactions FAQs

Q
I want to launch a business, how can a corporate attorney help?
A

As an entrepreneur, there are many taxes, liabilities, and other legal concerns to be aware of in regard to your business. An experienced corporate attorney will know all the ins and outs to prepare your business model to mitigate risk and maximize revenues. Essentially, a corporate lawyer’s job is to structure deals to their clients’ advantage through a deep understanding of the particular business and its industry. Whether you are opening an LLC, nonprofit, or corporation, the attorneys at Scarinci Hollenbeck, LLC have the experience to assist you in launching your start-up off the ground.

Q
What is a corporation?
A

A corporation is a legal entity that is separate from its owners. Corporations can be formed as a for-profit or non-profit entity. Corporations can enter into contracts, sue and be sued, own property, and borrow money. One important feature of a corporation is that it protects its owners from being personally liable for a corporation’s acts and omissions, provided that the owners respect and maintain the corporation’s “separate” status. Owners and directors maintain this separateness through holding directors and shareholder meetings, documenting corporate decisions and financials, basing their decisions on what is in the corporation’s best interests and not their personal best interests, and filing separate corporate income taxes.

Q
What is corporate law and why is it important?
A

Corporate law encompasses the laws, rules and regulations that govern the formation and operations of business entities, such corporations and limited liability companies (LLCs). These rules impact all of a business’ web of stakeholders (ex. owners/shareholders, employees, investors, customers, and suppliers). Corporate laws exist in order to ensure that all corporations operate on a legally even playing field with protections for investors; this benefits both the business community and the communities they operate in.

Q
What kinds of transactions does a corporate law firm handle?
A

Corporate law firms handle a variety of transactions, some of which are dependent on a law firm’s chosen practice areas. For instance, at Scarinci Hollenbeck, LLC we handle corporate matters including, but not limited to:

  • Initial Public Offerings & Private Offerings
  • Joint Ventures
  • Serving as de facto in-house counsel for your growing company
  • Developing the legal and business framework of your start-up or nonprofit organization
  • Navigating investments, acquisitions, and contracts
  • Working alongside hedge funds, private equity, and venture capital firms to secure financing
  • Copyright & Trademark Filings
  • Licensing & Franchising issues
  • Business Formations and Structuring
  • Reorganizations
  • Mergers and Acquisitions
  • Corporate Governance and Compliance advice
  • Creating Personnel policies
  • Advising on regulatory matters
  • Create real estate securities investment structures for LPs and REITs
Q
How do i use an attorney to raise capital?
A

Before an attorney assists you in this process, you must first develop and have a solid understanding of where you will be sourcing your investors. Our legal team will work with you to prepare all proper and necessary documentation, while maintaining compliance with the law. You may have investors from venture capital funds, or angel investors. Both of which, for example, may require the drafting of stock purchase agreements or convertible notes. If your investors are your peers, or a broker-dealer, our attorneys will likely prepare a private placement memorandum and subscription agreements. No two transactions are the same, but you can be rest assured that our team will guide you seamlessly through the process.

Q
What is due diligence?
A

Performing proper due diligence is a key part of completing a merger or acquisition (M&A). Legal due diligence involves collecting, understanding, and assessing all the legal risks connected with the purchase or sale of a particular business. This usually involves the target business providing their formation documents, financials, contracts, loans, and other operational documents. These documents are then evaluated to determine the risks associated with the transaction, which are then communicated to the client with recommendations on how to mitigate these risks. Scarinci Hollenbeck, LLC’s approach is to optimize the due diligence process where risks are quickly identified along with transaction and industry specific solutions.

We are approaching our second year working with the Scarinci Hollenbeck, LLC. Their team of attorneys have you covered from head to toe. Whether you need help in corporate compliance, cryptocurrency, FINRA arbitration or commercial litigation.
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