Corporate Finance Law
Our attorneys can assist your company with your legal needs
Financial transactions involving corporations can be complex legal matters. Often, there’s no room for error, no room for second chances. Many corporate contracts and financial agreements must strictly adhere to rigorous state and federal regulations when raising financial capital for corporations. Otherwise, companies can often face stiff penalties, significant fines or jeopardize important financial transactions critical to a company’s survival.
Our corporate attorneys at Eller Tonnsen Bach, LLC know what’s at stake. That’s because we have years of experience working with corporations, entrepreneurs and other companies doing business in South Carolina and North Carolina. As a result, we’re familiar with the legal system overseeing such cases. We thoroughly understand the regulations governing such transactions and other business litigation matters. As your attorney, we can skillfully guide your company through any regulatory hurdles and complete such tasks accurately and efficiently.
What is corporate finance law?
Corporate finance law can cover many different legal matters involving existing corporations or the creation of newly formed businesses. In many cases, such legal matters involve raising and securing capital to create new companies or expand existing ones.
- Corporate Contracts
- Private Offerings
- Public Offerings
- SEC Filings
- Transfer Agents
- Private Placement Offerings
- “Blue Sky” Filings
This is just a small sampling of the some of the legal issues our attorneys assist with when it comes to a corporation’s financial assets or investments. We’re also familiar with the state and federal regulations governing venture capital transactions, PIPE transactions and preferred stock structures.
In addition, many entrepreneurs and companies consult with us for legal guidance involving private and public debt and equity financings. As your attorney, we can prepare and review letters of intent, create or analyze negotiable securities purchase agreements and serve as legal counsel throughout the equity financing process.
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Knowledge and expertise matter when it comes to corporate financial transactions. You need a legal team that knows how to navigate through any challenge that can arise at any point in the process.
Our attorneys have a well-earned reputation for being detail-oriented lawyers who provide personalized attention for companies. We never take anything for granted. We thoroughly research every case. As a result, we’re the law firm companies and other attorneys consult when dealing with such sensitive legal matters.
We’re also aware of the urgency and expense often associated with such cases. That’s why you can count on our law firm to get straight to work on your case. We also will not bill you for any unnecessary hours or expenses. We focus on finding cost-effective solutions that produce measurable financial results.
Contact us to learn how we can assist your company with your financial matter. Schedule an appointment with an attorney at one of our three office locations in South Carolina and North Carolina. We’re here to help your business succeed on your terms.
Corporate contracts involving corporate finance law often involve businesses in the process of raising financial capital to purchase, sell or refinance a company. Because of the sensitive nature of such financial transactions, there are often many different types of contracts related to such legal matters. An experienced attorney can assist with such corporate contracts, including:
- Confidentiality agreements that must be signed by employees or investors.
- Contracts related to the creation or formation of a new company.
- Contracts related to the dissolution of an existing company.
- Purchase and sale contracts calibrated to avoid any potential legal challenges.
- Settlement agreements intended to resolve business disputes.
- Stock purchase agreements designed to protect the legal rights of all parties involved.
- Asset purchase agreements (APA) that clearly spell out the terms of such financial transactions.
One of the ways businesses raise financial capital when creating a new company is through a private offering, which is also sometimes referred to as a private placement. In such financial transactions, partial ownership of the company is offered to a select number of pre-selected investors, venture capital firms or private equity investors. Private offerings are common among start-up companies. An attorney can draft and review all mandatory federal and state filings required by the Securities and Exchange Commission (SEC) and other government agencies. They can also prepare offering documents and serve as legal counsel throughout the approval process.
Many new or existing companies raise financial capital to create or expand a company by issuing public offerings. The most familiar type of offering is an initial public offering (IPO), in which shares of ownership in the company are offered for sale to the public. Secondary public offerings occur after an IPO has been made and a company is seeking additional financial support. In such situations, companies often need to submit registration statements with the Securities and Exchange Commission (SEC) on behalf of the client’s financial underwriter. Many other state and federal rules also often apply to public offerings. That’s why it’s important to have a knowledgeable attorney preparing the necessary documents and assisting with the approval process every step of the way.
The Securities and Exchange Commission (SEC) requires proposed or existing companies to file a wide range of forms and documents involving different corporate financial transactions. If any of these forms are filled out incorrectly or if certain documentation is not included or submitted after certain mandatory deadlines, such transactions could be voided or delayed due to an SEC investigation. An attorney familiar with this specialized area of business law can guide your company through the SEC regulatory process, including filling out the necessary forms and dealing directly with the SEC on your company’s behalf.
Transfer agents play a critical role in the sale of restricted securities. Under Rule 144 of the Securities Act of 1933, restrictive securities cannot be sold to the public unless such securities qualify for an exemption. Such exemptions apply to restrictions known as “restrictive legends.” In order to remove a restrictive legend, a third party “transfer agent” must remove the restriction in order for the sale to be allowed under Rule 144. The process for removing a restrictive legend can be complicated, confusing and time consuming. That’s why it’s critical for companies or investors to consult with an attorney who thoroughly understands the role of the transfer agent and who can serve as your guide every step of the way.
A common method for raising financial capital for new or expanding companies is a funding process called a “private placement offering.” This funding method appeals to many businesses since companies do not have to register with the Securities and Exchange Commission (SEC), which can be a complicated and time-consuming process. In addition, transaction fees are often lower and the overall process itself often takes less time than other funding methods. However, only certain businesses qualify for private placement offerings. That’s why it’s important to consult with an attorney who thoroughly understands this area of the law. A lawyer can explain the different exemptions allowed for private placement offerings and whether your proposal qualifies under state and federal laws.
Publicly traded companies selling or issuing securities to raise financial capital for a business must comply with numerous state and federal laws. In the case of applicable state securities regulations, these rules are referred to as Blue Sky Laws. Such laws vary from state to state and are intended to prevent securities fraud. Such rules are in addition to applicable Securities and Exchange Commission (SEC) regulations. That’s why it’s critical for businesses to consult with an attorney familiar with the Blue Sky Laws in the state where your company is doing business. Otherwise, you could be found to not be in compliance with such rules and could be fined or face other penalties. Contact our law firm to learn more about your legal options.