Securities and Private Placements

In private placements, we represent start-up companies, private companies in various stages, and public companies in private placements of equity or debt securities.  We represent start-up companies in “friends and family” offerings, private placements with angel investors, “crowdfunding,” and venture capital financings.  We often represent companies through multiple series of private placements during its growth phases.  Freeborn also represents several sponsors in connection with the adoption of real estate ownership programs and hedge funds in both their formation and ongoing operations.

In registered offerings, we represent companies, underwriters and placement agents regarding all types of equity and debt offerings.  We have drafted Registration statements on Forms A, S-1, S-3 and others.  We also represent issuers in initial coin offerings, often working with our client to register the tokens with the securities and exchange commission.

Our services include advising clients on the ongoing securities law obligations of a public company, including periodic reports and disclosure obligations, proxy solicitation, and communications with the investment community and other stakeholders.  We also have experience advising participants in “going-private” transactions and public offerings.

As needed, we coordinate with our litigation lawyers to represent stakeholders and companies in hostile proxy contests; to implement, defend and attack anti-takeover measures; and to advise companies and their directors and officers in connection with internal investigations of potential securities-related wrongdoing, including insider trading and accounting irregularities.