Our attorneys represent corporate clients, other business entities, and individuals in a broad range of transactions, as well as general legal representation. A general description of this practice area follows.

Corporate Finance and Securities Law
The capital transactions in which the firm is involved consist of initial and secondary public offerings of equity and debt instruments registered under the Federal Securities Act and state blue-sky laws, venture capital investments in private placements, Regulation D, Rule 144 and Rule 144A transactions, and sale/leasebacks in domestic and international markets. Transactions include stock exchange listings and, for certain foreign issuers, arranging American Depository Receipts. Our attorneys are also involved in assisting corporations with securities law reporting requirements and complying with a variety of federal, state, and regulatory body laws and rules in such matters as employment issues, proxy statements, 10Ks, 10Qs, stock transfers, disclosure issues, broker-dealer compliance, investment advisor and investment company compliance, and stock exchange NASDQ and NASB rules. Our attorneys represent clients in securities industry arbitration proceedings such as those conducted by the National Association of Securities Dealers, Inc. Representative clients include variable life, variable annuity and securities underwriters, securities broker-dealer firms, investment advisors, investment companies, and issuers of securities. For further information as to the tax ramifications of transactions in this practice area, see our Taxation practice area.

The Firm prepares and submits EDGAR filings for its corporate clients through the EDGARlink(tm) software distributed by the Securities and Exchange Commission (SEC). This capability applies to EDGAR filings under, among other laws, the U.S. Securities Act of 1933 (e.g. securities registration statements), the U.S. Securities Exchange Act of 1934 (e.g. annual and quarterly reports of public companies), the Investment Company Act of 1940 (e.g. investment company registration statements) and the Williams Act (e.g. Form 13D Filings). The Firm also prepares and consults on Internet filings of Form BD for securities broker-dealers through Web-CRD and on-line filings of Form ADV for securities investment advisers through the Investment Advisors Registration Depository (IARD).

Banking Law
Our attorneys work with financial institution clients on general corporate legal, regulatory, and compliance matters. We are also involved in the legal aspects of marketing non-traditional bank products through federally and state chartered commercial banks, thrifts, and credit unions. Representative clients include banks, third party bank marketing firms, and firms providing non-traditional bank product back office systems and related consulting services working with major regional and local banks, thrifts and credit unions throughout the United States.

Hedge Funds
Our attorneys represent a number of private investment limited partnerships – popularly known as hedge funds. Work done in this area includes advice on formation and structuring, federal and state securities law compliance, and preparation and filing of offering materials such as partnership agreements, private placement memoranda and subscription agreements. Attorneys in the firm are active with the Hedge Fund Association and Alternative Investments Compliance Association. One of the attorneys maintains a law blog on hedge fund developments which are of interest entitled NY Metro Hedge Fund Law & News.

E-Business
The explosion in business being conducted over the Internet in the last few years has greatly impacted our practice. Virtually all of our business clients have been affected in such matters as websites, on-line advertising and contracting, the impact of B to B’s, on-line disclosures, electronic data privacy, and concerns facing ISP’s and their subscribers. We have frequently been called upon to give advice to our clients concerning such matters.

We are currently working with a number of corporate clients on digitalization of their contracting and record keeping processes following such initiatives as the federal ESIGN (Electronic Signatures in Global and National Commerce Act) legislation that became law on June 30, 2000.

We also make extensive use of the Internet in conducting our business with our corporate and individual clients. We recognize that privacy is a concern to our clients and have received inquiries regarding encryption of messages sent over the Internet. For most matters information can be transmitted over the Internet in unencrypted form because there is a reasonable expectation of privacy for messages sent over the Internet. However, for clients or situations demanding a higher degree of security, the firm has successfully deployed public key/private key encryption technology in sending and receiving confidential client information over the Internet. We have found Internet technology to be a reliable and cost efficient way to conduct business with our corporate clients and we maintain a high-bandwidth DSL line for this purpose.

General Business Law
Our attorneys represent a wide variety of both domestic and foreign-based clients in various industries in such matters as incorporations and new business organizations, shareholder agreements, partnership agreements, franchise agreements, intellectual property rights licensing, employment agreements, stock option plans, mergers & acquisitions, marketing and distribution arrangements, pension and retirement plans, and complex contractual matters. Representative client industries include financial services, biotechnology, insurance, data collection services, software creation and software licensing, and beverages.

Multi State Law
While the attorneys in the Corporate, E-Business and General Business practice group are admitted in New York, Connecticut and, in one case, Florida, they regularly deal with business formations and corporate law matters of Delaware and other states and are called upon to deal with the statutes of any state in such areas as, for example, mergers and employment laws.
A sampling of our firm’s work in Corporate and General Business includes the following:
preferred stock financings – transaction ranges $1.5M to $12.5M;

• variable annuity and life insurance company representation;

• management LBOs – transactions ranging up to $5M;

• employment and non-compete contracts;

• private-public company and private-private company mergers and acquisitions, including letters of intent and confidentiality agreements transactions ranging up to $25.5M;

• proxy statements, 10Ks, 10Qs;

• stock option plans;

• physician practice agreements;

•formation of C corporations, S corporations, limited liability companies, general partnerships, limited partnerships, registered limited liability partnerships, non-profit corporations, professional service corporations, professional service limited liability companies and cooperative corporations;

• trademark and technology licenses;

• doing business on the Internet;

• equipment leases; and

• distribution and franchise agreements.

For further information on our Corporate, E-Business and General Business practice area, please contact Howell Bramson.