Lewis D. Schwartz has been practicing securities law since 1985 and has represented both public and private companies in securities offerings, as well as broker-dealers and investment advisors in formation and regulatory matters.
If you have a private company that is not required to file reports with the Securities and Exchange Commission, you must still comply with state and federal securities laws when selling securities in your company. This applies to corporations and limited partnerships, and may apply to other entities, depending on the facts and circumstances. This also may apply to raising money with debt as apposed to equity. Often, there are exemptions from registration that apply in these offerings, but it is important to have any sale of securities reviewed by a securities lawyer before making an offer because there may be pre-sale filings required in certain jurisdictions even when the offering meets an exemption from registration. Lewis will review your plans and advise you on the best way to achieve your financing goals without violating securities laws and most economically for you. Among the services Lewis will provide are:
- Review and advise on type and amount of securities to be offered
- Review of securities offering to determine if registration is necessary
- Preparation of board or other governing body consents or minutes authorizing offering
- Preparation of offering documents, including private placement or limited offering memorandums, subscription agreements and offeree questionnaires
- Preparation of broker or placement agent agreements if being sold by third parties
- Review of any applicable state blue sky (securities) laws to determine if offering may be made in a particular state and whether there are any documents or filing fees that must be made in that state
- Coordination with accountants in preparation of financial statements required for offering
- Review completed subscription documents to determine eligibility of investors
- Manage offering to assure compliance with state and federal laws
Lewis has represented public companies in all areas of securities law, including initial public offerings, secondary offerings, private placements and meeting their Securities and Exchange Commission reporting obligations.
Broker-Dealers and Investment Advisers
Lewis represents both registered broker-dealers and investment advisors in their formation, reporting requirements and legal compliance in their operations. In addition, he can counsel persons who act as finders or dealmakers in how to provide the services they wish to provide without violating the state or federal laws requiring registration as a broker or dealer of anyone who engages in the business of effecting transactions in securities.