CORPORATE & SECURITIES MATTERS

Our Corporate and Securities practice provides our clients with the necessary negotiations and strategy for public and private equity transactions. We represent issuers and purchasers of equity, debt and hybrid securities, lenders and borrowers, shareholder groups. We also handle public reporting and compliance matters for publicly listed companies and their shareholders, directors and officers, as well listing requirements on the U.S. stock exchanges and the OTC/BB.

We are well versed in the corporate governance requirements of the NYSE, Nasdaq and many of the most popular states in which most businesses operate. We keep abreast of the latest developments of the SEC's corporate governance requirements and continuing adoption of regulations under the Sarbanes-Oxley Act of 2002.

TRANSACTIONAL MATTERS

Our transactional work includes mergers and acquisitions, joint ventures, asset transactions and other business transactions. We represent and buyers and sellers of businesses, corporations, foreign entities, and assets located in foreign jurisdictions.

We also represent both domestic and foreign clients in cross-border and offshore transactions. Our international experience involves both investors and companies in North America, Western and Eastern Europe, the Middle East and the Far East. In providing sophisticated legal assistance in commercial transactions, we represent our clients' legal interests with a thorough understanding of their strategic objectives and needs.

GENERAL CORPORATE MATTERS

We have represented businesses in numerous general corporate matters such as formation of corporations, partnerships and limited liability companies in California, Delaware, Nevada and other states, confidentiality agreements, intellectual property licensing agreements, financial advisor agreements, asset lease agreements, employee and management stock option plans, settlement agreements,

REPRESENTATIVE LIST OF MATTERS AND CLIENTS

Public Company Representation And Public Offerings

• Represented in excess of twenty U.S. and foreign companies conducting initial public offerings since 2005.
• Advise more than fifteen U.S. and foreign public companies in the preparation and filing of periodic reports, including annual reports on Form 10-K and Form 10-KSB, quarterly reports on Form 10-Q and Form 10-QSB, current reports on Form 8-K and Form 6-K, as well as advise public company's management on filing insider trading reports.
• Represented more than twelve operating companies in reverse merger transactions.
• Represent clients in applying for listing on the New York Stock Exchange, American Stock Exchange, Nasdaq and the OTC/BB.

Private Equity/Venture Capital

• Represented international oil and gas company in raising the cumulative amount of $67.8 million private placement over an 18-month period of time
• Represented an international re-insurance company in a $25 million private placement of preferred stock.
• Represented a public U.S. company with a majority interest in a Foreign-Chinese Entity Joint Venture in the private placement of $20 million in common stock and warrants.
• Represented a public U.S. company in the bio-technology industry located in Greece in raising the cumulative amount of $7.8 million in stock and convertible securities over a two-year period.

 
Mergers And Acquisitions

• Acquisition of a majority interest in a $70.2 million Foreign-Chinese Entity Joint Venture Company.
• Acquisition of foreign oil and gas leases valued at $23.2 million.
• Acquisition of $15 million in jet engines.

 
Debt Financings

• Represented international oil and gas company in $15 million convertible debenture financing with New York based institutional investor.
• Represented private company in $12.5 debt financing.

General Corporate Matters

• Corporate counsel to international oil and gas company.
• Corporate counsel to majority owner of two (2) Foreign-Chinese Entity Joint Venture Companies with Chinese operations in the stainless steel and copper industries.
• Development leasing program and documents for private company in the business of leasing commercial jet engines
• Corporate counsel to emerging international food company.
• Corporate counsel to Canadian company reporting and trading in the U.S. with electronic manufacturing operations in Taiwan and sales throughout the Far East.
• Regular counsel to one of the largest Canadian-based provider of ATMs.

CLIENTS

• Big Sky (London and Almaty Kazakhstan)
• FEC Resources Inc. (Calgary, Canada)
• Transakt (Calgary, Canada)
• Westsphere Asset Corporation (Calgary, Canada)