A“security”includesanyinvestmentofmoneyinacommonenterprisewithanexpectationofprofitstobederivedfromtheefforts ofothers.Commontypesof“securities”includesharesofstockinacorporation,ownershipinterestsinpartnershipsandlimited liability companies, bonds, options, warrants, profit-sharing agreements, investment contracts and interests in oil and gas wells. There are only three types of securities offerings under the securities laws: •(i) registered•(ii) exempt from registration•(iii) illegalRegisteredsecuritiesofferingsincludeinitialpublicofferings(IPO’s)inwhichtheofferingisregisteredwiththeSecuritiesand ExchangeCommission(“SEC”)andsubjecttoextensiveregulation.Anexemptofferingisaprivateofferingofsecuritiesthatdoesnot have to be registered with the SEC and that is also exempt from qualification requirements under State law. AnillegalsecuritiesofferingisanyofferingthatisnotregisteredanddoesnotqualifyforanexemptionunderapplicableFederaland Statesecuritieslaws.Anyillegalofferorsaleofsecuritiessubjectstheissuerofthosesecuritiesandanypersonsinvolvedmaking theofferandcompletingthesaletopotentialsignificantcivilandcriminalliability.Ataminimum,apersonwhopurchasessecuritiesinanillegalofferingisentitledtorescindthe sale and recover the full purchase price from the seller.Beforeofferingorsellinganysecuritiesthroughaprivateoffering,oneshouldconsultanexperiencedsecuritieslawattorneytodeterminewhatavailableexemptionsfrom registrationsmaybeavailable.IfthesecuritieswillbeofferedorsoldinmorethanoneState,thelawsofmultipleStateswillhavetobeconsidered.AvailableStateandFederal securities laws exemptions have numerous precise requirements, and exemptions will be lost if all the requirements are not met.Securitieslawissuesalsoincludesuchmattersasgrantingstockoptionstoemployees,privateinvestmentsinpublicequity(PIPEtransactions),registrationrequirementsforpublic offerings(suchasregisteringaninitialpublicofferingorasecondaryoffering),andreportingrequirementsforpubliccompanies(suchas10-K,10-Q,8-Kandproxystatement filings).OrangeCountySecuritiesLawLawyerMattSumrowhasextensiveexperiencerepresentingpubliccompanies,privatecompaniesandinvestorsinnumerouspublicandprivate securitiesofferings,rangingfromsmallprivateplacementsbystart-upcompaniestopublicofferingsofoverthreehundredmilliondollars.Hehasalsorepresentedcompanieson numerous matters related to issuing stock options and warrants, Rule 144 sales, securities related disclosure requirements and reporting requirements for public companies.
Contact our Skilled Securities Lawyer for a Strategy Session
Foracomplimentaryconsultation,contactCorporateAttorneyMattSumrowat(949)468-3204,orcontactusonline.Heisdedicatedtohelpingclientsgrowtheirbusinesses, protect their interests, and avoid potential liability. From an office in Costa Mesa, California, Matt works with clients throughout the country.
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Law Office of Matt Sumrow
575 Anton BoulevardSuite 750Costa Mesa, CA 92626Phone: 949-468-3204Fax: 866-471-4537
Orange County Securities Lawyer Matt Sumrow works with private corporate clients of all sizes to finance the growth of their business through securities offerings. With over 20 years of experience, Matt understands the nuances of securities laws with regard to the regulatory framework, and he provides guidance on the available financing vehicles appropriate to each client’s needs.Contact our office at (949) 468-3204 to schedule a complimentary strategic consultation with Securities Attorney Matt Sumrow.Securities OfferingsA “security” includes any investment of money in a common enterprise with an expectation of profits to be derived from the efforts of others. Common types of “securities” include shares of stock in a corporation, ownership interests in partnerships and limited liability companies, bonds, options, warrants, profit-sharing agreements, investment contracts and interests in oil and gas wells. There are only three types of securities offerings under the securities laws: •(i) registered•(ii) exempt from registration•(iii) illegalRegistered securities offerings include initial public offerings (IPO’s) in which the offering is registered with the Securities and Exchange Commission (“SEC”) and subject to extensive regulation. An exempt offering is a private offering of securities that does not have to be registered with the SEC and that is also exempt from qualification requirements under State law. An illegal securities offering is any offering that is not registered and does not qualify for an exemption under applicable Federal and State securities laws. Any illegal offer or sale of securities subjects the issuer of those securities and any persons involved making the offer and completing the sale to potential significant civil and criminal liability. At a minimum, a person who purchases securities in an illegal offering is entitled to rescind the sale and recover the full purchase price from the seller.Before offering or selling any securities through a private offering, one should consult an experienced securities law attorney to determine what available exemptions from registrations may be available. If the securities will be offered or sold in more than one State, the laws of multiple States will have to be considered. Available State and Federal securities laws exemptions have numerous precise requirements, and exemptions will be lost if all the requirements are not met.Securities law issues also include such matters as granting stock options to employees, private investments in public equity (PIPE transactions), registration requirements for public offerings (such as registering an initial public offering or a secondary offering), and reporting requirements for public companies (such as 10-K, 10-Q, 8-K and proxy statement filings).Orange County Securities Law Lawyer Matt Sumrow has extensive experience representing public companies, private companies and investors in numerous public and private securities offerings, ranging from small private placements by start-up companies to public offerings of over three hundred million dollars. He has also represented companies on numerous matters related to issuing stock options and warrants, Rule 144 sales, securities related disclosure requirements and reporting requirements for public companies. Contact our Skilled Securities Lawyer for a Strategy Session For a complimentary consultation, contact Corporate Attorney Matt Sumrow at (949) 468-3204, or contact us online. He is dedicated to helping clients grow their businesses, protect their interests, and avoid potential liability. From an office in Costa Mesa, California, Matt works with clients throughout the country.