The members of the Firm’s Securities & Capital Markets Practice Group have extensive experience representing issuers, institutional, high net worth investors and investment banking firms in a broad range of securities and capital market transactions for domestic and foreign companies.
The members of the Firm’s Securities & Capital Markets Practice Group have extensive experience representing issuers, institutional, high net worth investors and investment banking firms in a broad range of securities and capital market transactions for domestic and foreign companies. We advise clients in all phases of the capital-raising process, including private placements of equity and debt, initial public offerings and follow-on public offerings.
We provide legal advice in all aspects of the following securities and capital markets transactions and related matters:
The Group represents foreign and domestic companies in raising financing through public offerings (including Regulation A+, REITS and SPACs) and private placements (pursuant to Regulation D and offshore offerings pursuant to Regulation S).
The Group assists public companies in obtaining a listing for its securities on the NYSE and NASDAQ and in complying with the continued listing and corporate governance requirements of those exchanges and the OTC Markets.
The Group assists reporting companies:
- in complying with their periodic reporting (Form 10-K, Form 10-Q and Form 8-K) and other required filings under the federal securities laws, including annual proxy statements and proxy statements for extraordinary transactions which require stockholder approval;
- in complying with the rules of the Financial Regulatory Authority (“FINRA”);
- in complying with requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act; and
- with respect to their external communications to investors and analysts.
The Group also provides advice concerning compliance with the corporation, limited liability company and partnership laws of Delaware, New York, New Jersey, Connecticut, Nevada, as well as other jurisdictions, as they relate to the formation, management and conduct of the activities of business entities and the fiduciary obligations of its directors, officers, managers and general partners to equity owners and others.
Members of the Group have represented companies with operations in the United States, China, Australia and various European countries, as well as in Latin America. We currently represent a number of entities based in China which became public through a traditional IPO or reverse acquisition.
The Firm represents a number of public and private companies in M&A transactions ranging in size from relatively modest transactions for family-owned businesses and early-stage companies to complex matters involving millions of dollars for large, multinational corporations. We also play a major role in our clients’ acquisition financing activities, from bank or other institutional lender financing to private offerings.
We represent a number of institutional investors, high net worth individuals and family offices in connection with venture capital and private investment. We also represent a broad range of early stage and late stage companies with venture capital transactions, including seed investments, various rounds of convertible preferred and debt financings, SAFEs, buy-outs and recapitalizations.
We advise our corporate clients as to matters affecting the Board of Directors, including director independence, and the composition and structure of Board committees, including committee charters, fiduciary duties, practices and conflicts of interest. We also represent various board committees from time to time regarding internal investigations, shareholder disputes and capital transactions.
These stories are successful case results from our attorneys. Please note that results may vary depending on your particular facts and legal circumstances.
Appellate Division Weighs Public Contract Bid Rules in Issue of First Impression
December 5, 2023
On November 30, 2023, the Appellate Division affirmed the Camden County trial court’s decision in Ernest Bock & Sons-Dobco Pennsauken Joint Venture v. Township of Pennsauken and Terminal Construction Corp., holding that the New Jersey Public Works Contractor Registration Act, N.J.S.A. 34:11-56.48 to -56.57 (“PWCRA” or the “Act”), applies to a joint venture formed for […]
Raj Gadhok to Present for NJICLE’s “What is a Tevis Claim and What Does it Mean for My Divorce?
November 20, 2023
Navigating divorce cases in New Jersey often involves addressing domestic violence and abuse allegations. This is where the Tevis Claim often comes into play. It is essentially a personal injury claim you can bring against your spouse in the divorce complaint if instances of domestic violence have occurred. While opting for a Tevis Claim has […]
Going Green and Staying Out of Legal Trouble: The Art of Green Marketing
November 17, 2023
In today’s environmentally conscious world, green marketing has become a significant trend for businesses aiming to attract eco-minded consumers. Companies often use eco-friendly claims to promote their products and services, but they must tread carefully to avoid lawsuits and maintain their reputation. In this blog, we’ll explore green marketing and suggest some steps companies can […]
Client Alert: Corporate Transparency Act
November 16, 2023
On January 1, 2024, the Corporate Transparency Act (the “CTA”) will become law and will impose reporting obligations which will impact millions of small businesses across the United States. It is critical for business owners to understand the CTA reporting requirements as failure to comply can result in both civil and criminal penalties. If you own […]
Your Health, Your Choice: A Guide to Medicare Open Enrollment
November 7, 2023
The Medicare open enrollment period runs through December 7th, 2023. Medicare adjusts costs, coverage, and accepted providers on an annual basis. If you have received “Evidence of Coverage,” or an “Annual Notice of Change,” from Medicare, now is the time to review your coverage, and, if necessary, make changes to your Medicare healthcare plan to better […]
Three Major Differences Between Recourse and Non-Recourse Loans
November 1, 2023
Borrower / Guarantor Liability Recourse – The borrower (or guarantor) is personally liable for the full amount of the loan, including any debt remaining after the collateral is foreclosed upon and sold. To satisfy the remaining debt, the lender can look to the individual assets of borrower (or guarantor). Non-Recourse – The borrower (or guarantor) […]
Chris Zona: Becoming a Trial Attorney
October 30, 2023
Despite the absence of legal role models, Chris Zona’s ambition as a trial attorney persisted. Immersed in civil and commercial law from an early age, Chris remained resolute. As a Senior Special Prosecutor, he broadened his horizons, delving into civil and commercial law. Join Chris in this exclusive feature, tracing his trajectory from law school to his adept handling of diverse cases, from serious felonies to complex white-collar offenses and healthcare law.
Navigating Back-to-School Safety: Preventing the Most Common Injuries
August 13, 2023
As the school season kicks into gear, safety should be at the forefront of everyone’s minds. At Mandelbaum Barrett PC, we are committed to ensuring your children have a safe and joyful academic year. While schools are expected to provide a secure learning environment, the reality is that unintentional injuries can occur on school grounds, around buses, and even in the neighborhood. It’s a collective responsibility of parents, students, school staff, and the community to take proactive measures to safeguard our children.
Navigating the Shifting Terrain of Subchapter V: Vincent J. Roldan Sheds Light on Conflicting Court Rulings in the ABI Law Journal
June 26, 2023
Discover the latest in the still-evolving landscape of Subchapter V. This insightful article, published in the American Bankruptcy Institute Law Journal, examines the application of nondischargeability provisions to corporate debtors. Written by Vincent J. Roldan, a Partner in Mandelbaum Barrett PC’s Bankruptcy and Creditors Rights, and Banking and Financial Services groups, this piece sheds light on conflicting court […]
Insights from William Barrett: New York County Dental Society Article Explores Cybersecurity Risks in Dental Practices
June 22, 2023
Dental health professionals handle a vast amount of sensitive patient data, ranging from personal information to medical records. To protect themselves and their patients, it’s important for them to understand cybersecurity risks and take appropriate measures. Staying aware of the latest threats and trends is crucial for adequate protection. Learn about some of the ways […]
Professional Liability Insurance for Dentist Owners: Types of Coverage Recommended
March 23, 2023
As a dentist owner of a practice, your top priority is to provide quality dental care to your patients. However, despite your best efforts, malpractice lawsuits can still occur. Therefore, it is crucial to have professional liability insurance to protect yourself, your practice, and your employees from the financial burden of a lawsuit. In this […]
Filial Responsibility: Requiring Adult Children to Pay for Aging Parents’ Care
July 6, 2022
Did you know that in many states you could be responsible for your parents’ unpaid medical bills? In fact, more than half of all states currently have laws making adult children financially responsible for their parents, including their parents’ long-term care costs. However, these laws are rarely enforced. Notably, New Jersey does not have filial […]
Top 5 Tips for Commercial Real Estate Brokers for Achieving Better Exclusive Listing Agreements
July 5, 2022
Any Exclusive Listing Agreement should cover both a sale and a lease. Deals change and you want to be protected for either scenario. The Exclusive Listing Agreement must have a definitive end date and cannot contain automatic renewals. As to payment of the commission on a sale, include language that the commission will be paid […]
The Tax Consequences of Selling a House After the Death of a Spouse
July 5, 2022
If your spouse dies, you may have to decide whether or when to sell your house. There are some tax considerations that go into that decision. The biggest concern when selling property is capital gains taxes. A capital gain is the difference between the “basis” in property and its selling price. The basis is usually […]
WHAT IS THE AMERICAN ACADEMY OF MATRIMONIAL LAWYERS AND WHY SHOULD YOU HIRE ONE OF THEIR FELLOWS?
July 5, 2022
AAML is a national organization with chapters in most states. There are approximately 1,650 Fellows in the United States and 52 Fellows in New Jersey. Our Family Law Co-Chair Lynne Strober is proud to be one of those Fellows. The AAML is dedicated to providing and promoting the highest degree of professionalism and excellence in […]
Spring 2022 Vet Law Newsletter
March 24, 2022
Momentum: Our Year in Review
March 24, 2022