We are skilled at handling a wide variety of securities matters, including private placements, venture capital financing, employee stock option plans, public offerings, disclosure filings, securities litigation and arbitrations and regulatory enforcement actions. Our extensive experience includes compliance with the Securities Act of 1933 and Securities Exchange Act of 1934 and all applicable blue sky laws of the fifty states. We regularly devise and implement incentive and non-statutory stock or other equity option plans, bonus programs, appreciation rights and phantom stock.
Our attorneys represent a variety of companies, including large Wall Street firms, in state and federal court, before the National Association of Securities Dealers, before the New York Stock Exchange, and in other forums. We have assisted a company and a bank in their initial public offerings and have experience developing ESOPs. We represent clients in a broad range of securities matters, from those involving allegations of deceptive practices under Section 10b-5, to those alleging improper trading by a broker-dealer, to derivative class actions. Our depth of experience in these various forums helps us better understand our clients’ procedural and strategic needs so that we may assist them in achieving their goals.
We also help institutional investors support entrepreneurship and private enterprise through private placement transactions. Our clients include established, accredited investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts. We help them structure capital investments through a broad range of private-placement vehicles.
Rep Matters
Firm Assists Tech Company Raise Capital Utilizing Angel Investors
The firm has assisted a start-up tech venture, with products that utilize cell phone and blue tooth technologies, raise seed capital from a number of angel investors in reliance on Regulation D of the Securities and Exchange Commission. Henry Beck, aided by Matt Teich, provided market savvy guidance for this equity raise.
Young Health Care-Focused Business Grows With H & S Assistance
Halloran & Sage represented a Connecticut start-up doing business in the health care arena as it became positioned for and later obtained private equity financing. Partners Bob Cox and Arnold Menchel, along with associate Casey O’Connell helped the business to draft an operating agreement that ensured that the company’s founders were each assigned the appropriate amounts of equity, and then helped the company to bring in its first outside investor. H & S helped to properly document the transaction and the equity grant to the investor to ensure compliance with appropriate regulations and to provide for appropriate mechanisms to determine various control and exit issues. The transactions left the company well positioned for continued growth in the health care field.
Regional Communications Firm Closes Private Equity Placement
Halloran & Sage represented a regional communications corporation in a $1.8 million private equity placement. The H & S team, consisting of partners James Maher and Suzanne Scibilia and associate Casey O'Connell, helped the client navigate through federal securities law requirements and the blue sky laws of multiple states, and also negotiated and documented the transaction in a stock purchase agreement whereby the client received cash in exchange for newly-issued shares. H & S solved corporate governance issues to avoid delaying the deal’s tight timeframe and devised unique contractual mechanisms to ensure that the two-tiered structure of the transaction was properly documented in an initial closing while providing for a possible second closing that was contingent on the occurrence of certain events.
H & S Helps Local Software Firm Raise Capital
Halloran & Sage represented a Connecticut software developer focused on educational mobile applications to raise $100,000 fund its continued growth through a secured debt issuance. Partner James Maher and associate Casey O'Connell helped the client to negotiate and document a loan agreement and a promissory note, along with security agreements covering both physical assets and intellectual property.
Fairfield County Startup Assisted in Strategic Manufacturing, Advertising and Consulting Arrangements
Halloran and Sage has creatively assisted a Fairfield County startup in the consumer products space enter into strategic manufacturing, advertising and consulting arrangements financed with equity. Partner Henry Beck, Counsel Les Grodd assisted by Attorneys Casey O’Connell and Eric Bernheim devised the structure for these transactions, led the negotiations and handled securities law compliance.
Representing minority stockholders in a $15M stock purchase/leverage buyout of a $30M manufacturing company.
Representing the buyer in a $10M stock purchase of a manufacturing operation with environmentally impaired assets along with completing the Department of Environmental Protection Transfer Act compliance required to close the stock purchase.
Obtaining Probate Court approval and representing the estate in a stock sale of a $25M manufacturing operation to the United States subsidiary of a foreign corporation.
Representing the founding stockholders of a $35M manufacturing operation in the transfer of ownership to the family's next generation of owners.
Representing an international corporation in the sale and leaseback by its United States subsidiary of its manufacturing and storage facilities.
Representing an international financing company in its purchase of a $40M portfolio of leveraged lease transactions.
Representing a 1/3 owner of a company with $150M in sales in developing and implementing an amended and restated stockholders agreement which recast stockholder voting rights and addressed stockholder succession rights.
Representing a closely held real estate development and construction companies with respect to minority stockholder attempts to coerce the companies to buy them out.
Implementation of a stock option plan for the award of both qualified incentive stock options and nonqualified stock options to management employees with numerous exercise, payment and redemption options.
Assisting closely held companies with acquisition and working capital financing.
Assisting closely held companies with executive compensation plans.
Assisting closely held companies with private placement offerings of securities.
