Weintraub Law Group PC specializes in providing a range of outstanding business counsel and corporate finance legal services-from civil and business litigation-to the formation of corporations, limited liability companies, and other business entities; negotiations with investors; venture capital transactions; mergers and acquisitions, and public and private securities offerings. The Firm also negotiates, drafts, and files such legal documents as consulting agreements, software licensing agreements, employee manuals and agreements, stock option plans, and software service agreements.
Civil and Business Litigation Securities Law Public and Private Offerings Mergers, Acquisitions, Reorganizations, and Divestitures Corporate and Business Law Formation of Business Entities Venture Capital Transactions Expert Witness Mediate Transactions
Civil Law Civil
law, as opposed to criminal law, refers to the branch of law that deals
with disputes between individuals or organizations, in which
compensation may be awarded to the victim. For instance, if a car crash
victim claims damages against the driver for loss or injury sustained
in an accident, this will be a civil law case.
In the common
law, civil law refers to the area of laws that affect the legal status
of individuals. Civil law, in this sense, is usually referred to in
comparison to criminal law, which is that body of law involving the
state against individuals (including incorporated organizations) where
the state relies on the power given it by statutory law. Civil law may
also be compared to military law, administrative law, constitutional
law (the laws governing the political and law making process), and
international law. If there are legal options for causes of action by
individuals within any of these areas of law, it is considered civil
law.
Civil law courts provide a forum for deciding disputes
involving torts (such as accidents, negligence, and libel), contract
disputes, the probate of wills, trusts, property disputes,
administrative law, commercial law, and any other private matters that
involve private parties and organizations including government
departments. An action by an individual (or legal equivalent) against
the attorney general is a civil matter, but when the state, being
represented by the prosecutor for the attorney general, or some other
agent for the state, takes action against an individual (or legal
equivalent including a government department), this is public law, not
civil law.
The objectives of civil law is different from other
types of law. In civil law there is the attempt to right a wrong, honor
an agreement, or settle a dispute. If there is a victim, they get
compensation, and the person who is the cause of the wrong pays, this
being a civilized form of, or legal alternative to, revenge. If it is
an equity matter, there is often an allotment for division and it gets
allocated by a process of civil law, possibly invoking the doctrines of
equity. In public law the objective is usually deterrence, and
retribution. The victim, or people secondarily harmed by the wrong, do
not get compensated, except with that vague notion called 'closure,'
and there is no allotment for division.
An action in criminal
law does not necessarily preclude an action in civil law in common law
countries, and may provide a mechanism for compensation to the victims
of crime. Such a situation occurred when O.J. Simpson was ordered to
pay damages for wrongful death after being acquitted of the criminal
charge of murder.
Common Law and Equity Civil
law in common law countries usually refers to both common law and the
law of equity, which while now merged in administration, have different
traditions, and have historically operated to different doctrines,
although this dualism is increasingly being set aside so there is one
coherent body of law rationalized around common principles of law.
Litigation In
American law a lawsuit is a civil action brought before a court in
which the party commencing the action, the plaintiff, seeks a legal or
equitable remedy. One or more defendants are required to respond to the
plaintiff’s complaint. If the plaintiff is successful, judgment will be
given in the plaintiff's favor, and a range of court orders may be
issued to enforce a right, award damages, or impose an injunction to
prevent an act or compel an act. A declaratory judgment may be issued
to prevent future legal disputes.
A lawsuit may involve dispute
resolution of private law issues between individuals, business
entities, or non-profit organizations. A lawsuit may also enable the
government to be treated as if it were a private party in a civil case,
as plaintiff or defendant regarding an injury, or may provide the
government with a civil cause of action to enforce certain laws.
The conduct of a lawsuit is called litigation.
Securities Law Securities
law in the United States refers to the field of U.S. law that covers
various aspects of transactions and other dealings with securities. It
includes both Federal and state level regulation by purely governmental
regulatory agencies, most notably the Federal level United States
Securities and Exchange Commission (SEC). There are also
quasi-governmental organizations 'self regulatory organizations'
(SRO's), such as the Financial Industry Regulatory Authority (FINRA)
(formed by the merger of the enforcement divisions of the National
Association of Securities Dealers, Inc. (NASD) and the New York Stock
Exchange, Inc. (NYSE). Significant influence is exerted by the
availability of private rights of action under both state and Federal
securities laws, as well as more generalized laws covering fraud.
Futures and some aspects of derivatives are regulated by the Federal
Commodity Futures Trading Commission (CFTC).
There are eight principal U.S. federal statutes in the area of securities regulation:
• The Securities Act of 1933 • The Securities Exchange Act of 1934 • The Public Utility Holding Company Act of 1935 • The Trust Indenture Act of 1939 • The Investment Company Act of 1940 • The Investment Advisers Act of 1940 • The Securities Investor Protection Act of 1970 • The Sarbanes-Oxley Act of 2002
There
are also fairly extensive regulations under these laws, largely made by
the SEC. One of these regulations, know by its citation 10b-5, is
particularly notable because it creates and regulates federal civil
liability in between private parties in transactions involving
securities which are otherwise exempt from federal securities
regulation.
State laws governing issuance and trading of securities are commonly referred to as blue sky laws.
Initial Public Offering An
initial public offering (IPO) is when a company issues common stock or
shares to the public for the first time. They are often issued by
smaller, younger companies seeking capital to expand, but can also be
done by large privately owned companies looking to become publicly
traded.
In an IPO, the issuer may obtain the assistance of an
underwriting firm, which helps it determine what type of security to
issue (common or preferred), best offering price, and time to bring it
to market.
IPOs can be risky investments. For the individual
investor, it is tough to predict what the stock or shares will do on
its initial day of trading and in the near future since there is often
little historical data with which to analyze the company. Also, most
IPOs are of companies going through a transitory growth period and
subject to additional uncertainty regarding their future value.
Private Offering A
private offering is generally any sale of securities in a corporation
not subject to registration requirements under the Securities Act of
1933. Transactions by an issuer not involving any public offering are
exempt. These include placements with large institutional investors,
such as insurance companies and pension funds, securities issued to key
employees of a company, and securities issued to acquire the stock of a
closely held corporation.
The SEC has general authority to issue
regulations concerning exempt transactions and is specifically
authorized to issue regulations exempting offerings if the aggregate
amount of the securities to be sold does not exceed $5,000,000. The SEC
issued Regulation D in 1982, under which offerings of various amounts
of securities are exempt from registration if they meet specific
requirements. The most important requirement is that the purchasers of
the securities be accredited investors, such as an institutional
investor like as a bank, an insurance company, a pension fund, or a
charitable foundation with assets of at least $5 million; a director or
officer of the issuer; an individual with a minimum net worth of $1
million or a minimum annual income of $200,000; or an individual who
purchases at least $150,000 of the securities offered, provided that
the purchase does not exceed 20 percent of his net worth. If the
securities issued total less than $5 million, then up to 35 of the
purchasers do not have to be accredited investors.
Mergers and Acquisitions The
phrase mergers and acquisitions (M&A) refers to the aspect of
corporate strategy, finance, and management involving the purchase,
sale, or integration of different companies. The purpose is often to
aid, finance, or help a company with rapid expansion or other market
opportunities without having to create another business entity.
There
are 15 different types of actions that a company can take when deciding
to move forward with an M&A. Usually mergers occur in a consensual
(occurring by mutual consent) setting in which executives from the
target company help those from the purchaser in a due diligence process
to ensure that the arrangement is beneficial to both parties.
Acquisitions can also happen through a hostile takeover by purchasing
the majority of outstanding shares of a company in the open market
against the wishes of the target's Board of Directors. In the U.S.,
business laws vary from state-to-state whereby some companies have
limited protection against hostile takeovers. One form of protection
against a hostile takeover is the shareholder rights plan, otherwise
known as the ‘poison pill,’ in which actions are taken to ensure prior
to the acquisition that make the target entity or arrangement less
attractive.
Mergers Historically,
mergers have often failed to add significantly to the value of the
acquiring firm's shares. Corporate mergers may be aimed at reducing
market competition, cutting costs (such as laying off employees or
operating at a more technologically efficient scale), reducing taxes,
removing management, or other purposes, which may or may not be
consistent with public policy or public welfare. Thus, mergers can be
heavily regulated and require approval by the Federal Trade Commission,
the Department of Justice, or other agencies.
The U.S. began
regulations on mergers in 1890 with the implementation of the Sherman
Act. It was meant to prevent any attempt to monopolize or conspire to
restrict trade. However, based on the loose interpretation of the
standard ‘Rule of Reason,’ it was up to the judges in the U.S. Supreme
Court whether to rule leniently.
Acquisitions An
acquisition, also known as a takeover, is the buying of one company
(the ‘target’) by another. An acquisition may be friendly or hostile.
In the former case, the companies cooperate in negotiations; in the
latter case, the takeover target is unwilling to be bought or the
target's Board of Directors has no prior knowledge of the offer.
Acquisition usually refers to a purchase of a smaller firm by a larger
one. Sometimes, however, a smaller firm will acquire management control
of a larger or longer established company and keep its name for the
combined entity. This is known as a reverse takeover.
Corporate and Business Law Corporate
and Business Law, also known as Commercial law, governs business and
commercial transactions. It is often considered to be a branch of civil
law and deals with both the issues of private law and public law.
Commercial
law includes within its compass such titles as principal and agent;
carriage by land and sea; merchant shipping; guarantee; marine, fire,
life and accident insurance; bills of exchange, and partnership. It can
also be understood to regulate corporate contracts, hiring practices,
and the manufacture and sales of consumer goods. Many countries have
adopted civil codes that contain comprehensive statements of their
commercial law. In the U.S., commercial law is the province of both the
United States Congress under its power to regulate interstate commerce
and the states under their police power. Efforts have been made to
create a unified body of commercial law in the U.S.; the most
successful of these attempts has resulted in the general adoption of
the Uniform Commercial Code.
Various regulatory schemes control how commerce is conducted, including privacy laws, safety laws, and food and drug laws.
Formation of Business Entities In
the U.S., the process of incorporation is called company formation or
registration. Under U.S. and most international law a company or
corporation is considered a separate entity to the people who own or
operate the business.
Today, the majority of U.S. companies are
formed electronically. Companies can be created by individuals,
specialized agents, attorneys, or accountants. Many attorneys and
accountants subcontract incorporation out to specialized company
formation agents. Most agents offer company formation packages for less
than $100, and some have packages below the cost of paper filing which
is about $20.
Venture Capital Transactions Venture
capital is a type of private equity capital typically provided to
immature, high-potential, growth companies in the interest of
generating a return through an eventual realization event, such as an
IPO or sale of the company. Venture capital investments are generally
made as cash in exchange for shares in the invested company.
Venture
capital typically comes from institutional investors and high net worth
individuals and is pooled together by dedicated investment firms.
A
venture capitalist is a person or investment firm that makes venture
investments. These venture capitalists often bring managerial and
technical expertise as well as capital to their investments. A venture
capital fund refers to a pooled investment vehicle, often a limited
partnership or limited liability company, that invests capital in
enterprises that are too risky for standard capital markets or bank
loans.
Venture capital is most attractive for new companies with
a limited operating history that are too small to raise capital in the
public markets and too immature to secure a bank loan or complete a
debt offering. In exchange for the high risk that venture capitalists
assume by investing in smaller and less mature companies, venture
capitalists usually get significant control over company decisions, in
addition to a significant portion of the company's ownership and
consequently value.
Expert Witness An expert witness is a person who specializes in a subject, often technical, who may present his/her expert opinion without having been a witness to any occurrence relating to the lawsuit or criminal case. It is an exception to the rule against giving an opinion in trial, provided that the expert is qualified by evidence of his/her expertise, training and special knowledge. If the expertise is challenged, the attorney for the party calling the "expert" must make a showing of the necessary background through questions in court, and the trial judge has discretion to qualify the witness or rule he/she is not an expert, or is an expert on limited subjects. Experts are usually paid handsomely for their services and may be asked by the opposition the amount they are receiving for their work on the case. In most jurisdictions, both sides must exchange the names and addresses of proposed experts to allow pre-trial depositions.
Mediation of Transactions
Mediation, a form of alternative dispute resolution (ADR), aims to assist two (or more) disputants in reaching an agreement. Whether an agreement results or not, and whatever the content of that agreement, if any, the parties themselves determine rather than accepting something imposed by a third party. The disputes may involve states, organizations, communities, individuals or other representatives with a vested interest in the outcome.
Mediators use appropriate techniques and/or skills to open and/or improve dialogue between disputants, aiming to help the parties reach an agreement (with concrete effects) on the disputed matter. Normally, all parties must view the mediator as impartial. Mediation can apply in a variety of disputes, such as commercial, legal, diplomatic, workplace, community and divorce or other family matters.
