Corporate and Securities

Gusrae, Kaplan, Bruno & Nusbaum acts as counsel to FINRA (formerly NASD) underwriters, placement agents and issuers in private placement and public offerings of equity and debt securities under the Securities Act of 1933, as amended. We also advise issuers on mergers and acquisitions, exchange offerings, going private transactions, bank financing, complying with the proxy rules and the other periodic reporting requirements under the Securities Exchange Act of 1934 and other compliance matters such as Sarbanes-Oxley. We also advise hedge funds and institutional clients and set up hedge funds and related investment vehicles.

Our practice includes the representation of both domestic and international clients located in the United States and throughout the World, including, but not limited to, Africa, Argentina, Austria, Australia, Brazil, Canada, Peoples Republic of China, France, Germany, Greece, Hungary, Israel, Korea, Malaysia, Mexico, Switzerland, Sweden, Norway and the United Kingdom. 

We also regularly advise clients in connection with contractual matters, including, partnerships, strategic alliances, joint ventures, executive compensation and employment and consulting agreements, stock option plans and other routine business matters.

The Firm provides legal services for companies in a variety of industries, including consumer products, information processing, telecommunications, bio-technology and software. Our lawyers have decades of transactional experience in corporate financing transactions of all types, including public offerings (initial and secondary), venture capital fairness opinions and private equity transactions (private placements, including “PIPES,” Regulation D and §4(2) and §4(1 1/2) transactions), mergers and acquisitions, as well as in the restructuring of public and private companies. We also advise publicly held companies in connection with stock repurchase programs, tender offers and exchange offers. This experience provides us with a unique perspective and invaluable qualification in guiding our clients through the regulatory requirements of federal and state securities laws.

Services provided include: Corporate Finance | Reverse Mergers / Public Offerings | Private Placements | PIPEs | Equity Lines of Credit | Bridge Financing | Exchange Act Reporting and Other SEC Compliance Matters | NASDAQ, NYSE and AMEX Listing Matters | Compliance with “Blue Sky” Laws | Hedge Funds | Mergers and Acquisitions | Joint Ventures | Corporate and Commercial Transactions | General Corporate Matters | Partnerships | Corporate Governance.  To view a summary of our securities transactions, click here.

Reverse Mergers

Our securities attorneys have participated in alternative means of going public, including "reverse mergers." In these transactions, private businesses merge with operationally inactive public entities, enabling the private business to become publicly-traded on its own, without the need to either identify an underwriter or go through the formal process of an IPO. In the last few years, the Firm has participated at various stages in nearly 10 reverse mergers, also known as reverse takeovers.

PIPE Transactions

The Firm represents both issuers and broker-dealers in private investments in public entities (commonly referred to as “PIPEs”). A PIPE generally includes any private financing into a public company, such as, a private placement of notes, debentures, preferred or common stock, but can also mean an equity line of credit.

Mergers & Acquisitions

The Firm acts as special counsel to corporations, independent and special board committees, controlling stockholders and employee groups in acquisition transactions, including strategic acquisitions and divestitures, mergers of public companies, privately negotiated sales and alliances. Transactions typically involve a wide variety of industries and range in size, with a focus on small to middle market companies.

Within the last several years, the Firm has been involved with over 10 M&A transactions, both public and private including in the SPAC context.

Hedge Funds and Real Estate Opportunity Funds

The Firm represents both sponsors of, and investors in, hedge funds and other private equity vehicles. The Firm's practice includes: (i) formation of domestic and offshore investment vehicles of all types, including venture capital funds, and a sub-specialty in real estate opportunity funds, (ii) taxation of investment partnerships and other investment vehicles, and (iii) securities and corporate governance matters relating to portfolio companies (private and public) or real estate assets of the funds. Several of the Firm's partners have extensive non-legal backgrounds as general partners or managers of such vehicles.

Broker-Dealer Regulation

The Firm routinely represents broker-dealers, investment banks and other corporate and individual securities professionals in their dealings in the U.S. and foreign capital markets. Our attorneys are experienced in all aspects of U.S. securities regulation, including regulation by the national securities exchanges, the National Association of Securities Dealers, Inc. and other self-regulatory organizations. The Firm also advises broker-dealers and securities professionals in connection with preliminary registration and continuing membership applications, trading and market making issues and enforcement and other compliance matters.

General Corporate and Commercial

The Firm regularly advises clients in connection with contractual matters, including, partnerships, strategic alliances, joint ventures, executive compensation and employment and consulting agreements, stock option plans and other routine business matters.