Overview
A closely-held or publicly-traded placement of company debt or stock enables a company to raise capital. This capital is usually used to finance the company's growth, sometime in the form of acquisitions of other businesses or expansion into other territories or product lines. In many cases, the company knows little or nothing about the securities laws regulating the placement.

Regardless of the scenario, a placement is time consuming and can be physically and emotionally draining -- especially for the first-time issuer. The company simultaneously may be negotiating with a seller, arranging for institutional debt financing, running its operations and worrying about whether it successfully will raise the equity portion of the start-up funds or needed capital for its business plans. Furthermore, the company must become familiar with the federal and state securities laws as they relate to the placement.

The sale of securities, such as common or preferred stock, is regulated by each state as well as the federal government. Regulations focus on three key variables: the security (or transaction) itself and any required registration, the persons and entities who sell the security and the disclosures made to investors about the security. Each state has its own rules, although there are broad similarities between states.

Registration means the filing of documents with the state and/or federal securities agencies concerning the entity whose stock, bonds, etc. are being sold. There are registration procedures for small offerings of stock (under $1 million or $5 million, depending on the procedure) that can be done for relatively small legal fees (as little as $10,000 in some cases), but larger offerings require a lot of complex paperwork and fees often exceed $100,000. Registration requires the filing of audited financial statements and continuing reporting obligations to the federal Securities and Exchange Commission ("SEC") and appropriate state agencies.

Our Services
Johanson Berenson LLP has a broad-based securities law practice with expertise in both federal and state securities laws and regulations. The Firm also represents closely-held and publicly-traded companies (and their executives) in corporate securities matters.

Our representation work typically includes the following:

• Advising clients on the interplay of federal and state securities regulations, registration and disclosure requirements and exemptions which may be available to the client.

• Preparing issuer and borrower disclosures for closely-held and publicly-traded placements.

• Preparing and filing various state and federal registrations, exemptions and related submissions.

• Designing private placement memoranda and prospectuses.

• Analyzing the possibilities of tax-exempt financing (such as industrial revenue bonds) and counseling on compliance with applicable tax rules to maximize the benefits of the tax-exempt financing.

• Counseling developers and investors in bond-financed facilities.

Recent matters we have handled include the following:

• We represented a large U.S. entity in its tax-free stock acquisition by a New York Stock Exchange corporation which involved preparation of tender documents, and structuring all tax and financial matters.

• We represented a technology company in preparing disclosure documents including private offering materials and related filings with the SEC, state securities commissions and national securities exchanges.

• We served as special securities counsel to successfully resolve a deadlock in a client's efforts to obtain SEC approval for an initial public offering.

• We assisted in the private placement of a bio-technology company to individual investors.

• We assisted in the private placement of a software technology company to individual investors.

• We provided special counsel in the a tax-free stock acquisition of a specialized manufacturing company by a large public entity.