Corporate and Securities

A significant portion of the legal services we provide involves advising and counseling businesses and their management with respect to a wide range of matters. Belongia, Shapiro & Franklin, LLP’s Corporate and Securities Group focuses on solutions, not problems. We strive to develop solutions that are realistic and cost-effective. Viewing problems through our clients’ eyes, we develop a strategy with a business focus, collaborating with our clients, to produce the best outcome possible. We work with our clients to cost-effectively structure, negotiate, and document a wide range of corporate transactions.

We are motivated to know our clients inside and out, not just so that we can be nimble and aggressive in negotiating deals, but also so that we can properly advise owners and managers in achieving day-to-day business goals. We consider our client’s objectives before structuring a business entity or transaction. We carefully evaluate the client’s business relationships before drafting and negotiating appropriate agreements. We weigh restructuring and finance decisions to determine the most beneficial course. We are committed to helping our clients succeed.

Belongia, Shapiro & Franklin, LLP advises established businesses, as well as start-up enterprises, on legal issues affecting typical business operations, matters such as business formation and choice of entity issues; capital raising, financing, contractual arrangements with distributors, suppliers, and employed and independent sales personnel; licensing and joint venture agreements; ownership succession and transition; making acquisitions; and sale of the business. Our firm serves essentially as a company’s general counsel, serving as advisors for all of the business’s legal needs. This work often involves the full range of resources provided by our firm, including financing, tax, real estate, succession planning and dispute resolution services.

Mergers, Acquisitions, and Divestitures

We represent small and midsize companies, equity investors, lenders, and other parties in various merger or acquisition activities, divestitures and other reorganizations. Our attorneys have extensive experience in transactions involving a variety of industries including general manufacturing, financial services, multimedia, real estate, retail, and professional service organizations. Our attorneys are experienced in distressed transaction settings. We offer diligent representation during every stage of the transaction.

We also assist our clients in obtaining governmental approvals related to specific transactions, including liquor and gaming licenses, environmental clearances, and approvals from federal and state regulators of financial institutions, insurance companies and other regulated industries.

General Corporate/Contracting

We provide transactional and strategic advice to businesses in connection with the entire range of challenges and opportunities they face. We prepare and negotiate a wide range of contractual relationships for business clients, including sales and procurement agreements, distribution and licensing agreements, stockholders agreements, franchising agreements, and strategic alliances and joint ventures.

Business Formation and Strategic Financial Planning

When it comes to business formation and strategic planning, our goal is to serve as counselors to our clients by providing legal advice that helps focus and facilitate the business decisions that are being made. We want to understand your business and the relationships that affect it so that our advice is meaningful and complete. Whether your question involves relationships with third parties, such as customers or vendors, the preparation of employment agreements, the protection of intellectual property, or any number of day-to-day issues, we are skilled in providing the necessary guidance.

Officer and Director Liability; Corporate Governance

We regularly represent clients regarding the fiduciary obligations of their officers and directors and the related issues of indemnification and of directors and officers liability insurance, as well as corporate governance structures, procedures and compliance.

We advise our clients regularly with respect to legal developments and new requirements affecting our clients’ businesses including compliance with Sarbanes-Oxley Act and the regulations adopted by the SEC, new disclosure obligations and new requirements for related party transactions, indemnification, and compensation requirements. We assist our clients in developing compliance plans and corporate governance guidelines as well as charters for director sub-committees including audit, compensation, compliance and ethics committees.

Privately Held Companies

We assist clients with issues such as how to finance a growing business, how to provide for management succession and how to reconcile divergent family interests, along with the various other special problems faced by family and privately held companies.

Venture Capital

We represent institutional investors and investment funds in connection with venture capital investments in businesses at various stages of development, including both minority stake investments and management-led buyouts of controlling interests. We also often act as corporate counsel for investee companies.

Securities

Our attorneys have significant experience in a wide variety of securities transactions. Belongia Shapiro & Franklin, LLP represents a broad spectrum of businesses, handling their varied and ongoing finance and securities needs at every stage of their growth cycle, including: financing growth or acquisition through private placement or venture capital debt or equity offerings; structuring, negotiating, documenting and consummating investments, including various equity investor rights and subordination and intercreditor arrangements; designing management equity incentive plans, including stock appreciation rights, phantom stock plans, stock bonus plans and stock option plans; executing exit strategies, including buy-outs, recapitalizations and refinancings and sales of companies to private buyers; and general advice regarding

Compliance with federal and state securities laws has become a key component of many business growth plans and transactions. The offering of debt or equity interests in an entity usually triggers an obligation to make disclosures to investors. These fundraising transactions require fine balancing judgments regarding what facts need to be disclosed in the offering materials in order to provide protections for offering sponsors. We provide advice to clients regarding compliance with state and federal securities laws, including disclosures and securities law reporting,

We also advise privately-held companies, hedge funds, funds of hedge funds, real estate funds and other private funds in structuring their relationships with investors and business partners, and we negotiate and prepare compliant disclosure documents for the offerings. In addition to advising on securities offerings, we assist investment advisers with registration and other regulatory compliance matters, including insider trading requirements.

For more information about our Corporate and Securities Practice, please contact:
Vildana Kujundjic
312.582.1611