CAPITAL MARKETS AND SECURITIES

Our attorneys have decades of experience helping clients navigate the capital markets and the labyrinth of securities laws.

American securities laws were written in the 1930s, in response to the Great Depression. Today, laws like the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisers Act of 1940 are being applied to a digital world that was beyond imagination when the laws were written. Our lawyers specialize in imaging how laws written in the days of radio can help businesses succeed in the days of the internet.

Raising Capital

Lex Nova lawyers have helped clients raise capital in every form:

• Private Placements of Equity, Debt, and Hybrid Securities.
• Fixed Interest Bonds May by 501(d)(3) Organizations, For-Profit Corporations, Educational Institutions or Others.
• Traditional Loan Transactions from Banks, Insurance Companies, Governmental Development Authorities or Peer-to-Peer Lenders.
• Special Purpose Financing Based on Future Tax Revenues, Low Income Housing Tax Credits, Historic Tax Credits, New Market Tax Credits, or Other Governmental Incentives.
• Mini-Public Offerings Using Regulation A and Its Variants.
• Crowdfunding Transactions Under SEC Rule 506(c) or Regulation CF.
• Revenue-Sharing Notes.
• Initial Coin Offerings (ICOs) and Other Token Sales.
• Fully-Registered Initial Public Offerings (IPOs).
• Public-Private Partnerships with Government Entities and in Urban Redevelopment Projects Leveraging Tax Abatements and Special Purpose Municipal Bonds.

Financing Transactions

Our team of finance lawyers can guide you through any kind of finance transaction, including:

• Structured Finance
• Loan Workouts and Restructuring
• Equipment Leasing
• Asset-Based Finance
• General Commercial and Corporate Finance
• Project Finance
• Securitizations
• Fund Formation and Management

SEC Reporting

Lex Nova lawyers guide clients through the intricacies of reporting to the Securities and Exchange Commission:

• Annual Reports: Forms 10-K, 1-K
• Quarterly and Semiannual Reports: 10-Q, 1-SA
• Current Reports for Significant Events: 8-K, 1-UOwnership reports: Form 3, Form 4, Form 13G, etc.
• Compensation Equity Plans: S-8, etc.

Investment Advisers

We provide counsel under both Federal and State law regarding investment advisers:

• Who is an Investment Adviser and Who Isn’t
• Exceptions from Investment Adviser Status (e.g., Newsletters)
• Special Types of Investment Advisers (e.g., Internet Advisers, Exempt Reporting Advisers)
• Interplay Between Federal and State law
• Anti-Fraud Rules
• Registration of Investment Advisers

Investment Company Act

The Investment Company Act of 1940 regulates investment companies. Publicly-registered mutual funds are investment companies, but the tentacles of the Investment Company Act can reach into even the most modest of private transactions, with potentially devastating consequences.

Our lawyers can quickly identify issues under the ICA and adopt creative legal structures allowing our clients to get the results they want.