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Securities Law

Securities Law


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:

Public Offerings and Private Placements of Equity and Debt Offerings

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).

Exchange Listing and Related Compliance

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.

Securities Law Compliance Matters

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.

Entity Formation and Compliance With the Laws of the Jurisdiction of Formation

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.

Reverse Mergers

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.

Mergers & Acquisitions and Tender Offer

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.

Private Equity and Venture Capital Transactions

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.

 Matters Affecting Board of Directors

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.

13 MarFifteen Mandelbaum Barrett Attorneys Named to the 2020 Super Lawyers List and Two to Rising Stars

Mandelbaum Barrett is pleased to announce that fifteen of our attorneys have been selected by their peers as New Jersey Super Lawyers* for 2020. Each year, no more than five percent of the lawyers in the state of New Jersey are selected by the research team at Super Lawyers to receive this honor. In addition, the Firm is excited to announce that two of our attorneys were named to the Rising Stars list for 2020, which recognizes the top up-and-coming attorneys age 40 or under or who are in practice for 10 years or less. Each year, no more than 2.5 percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor. This year's Mandelbaum Barrett Super Lawyers include:...

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November 29, 2018Mandelbaum Barrett Receives High Rankings in Best Law Firms by U.S. News and World Report for 10th Year in a Row

Mandelbaum Barrett has once again received high rankings in the 2019 edition of U.S. News – Best Lawyers® "Best Law Firms." The firm received "Metropolitan Tier 1" rankings in Banking and Finance Law, Real Estate Law, and Securitization and Structured Finance Law; "Metropolitan Tier 2" rankings in Commercial Litigation, Litigation-Banking & Finance, and Litigation - Real Estate; and "Metropolitan Tier 3" rankings in Corporate Law and Environmental Law. These rankings were determined through Best Lawyers' overall evaluation, which was derived from a combination of feedback from the Firm's clients, the high regard that attorneys in other firms have for Mandelbaum Salsburg attorneys, and information provided by the Firm to Best Lawyers. Best Lawyers is a widely respected peer-review publication and the oldest in the legal profession. A listing in Best Lawyers is widely regarded by both clients and legal professionals alike as a significant honor. If the votes for a firm are positive enough for inclusion in Best Lawyers, that firm must maintain those votes in subsequent polls to remain on the list for each edition. The Firm has received high rankings by Best Lawyers since 2010. In addition, several attorneys in the Firm maintain Best Lawyers' designations for their particular practices and have been so designated for several years....

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13 Feb2017 Mandelbaum Barrett Year in Review

We are pleased to share our 2017 Year in Review which highlights some of the Firm's notable successes during the last year. We are thankful to our clients who have allowed us to continue doing what we love. We continue to expand our practice areas and bench to reflect our clients needs....

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