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Securities Transactions

Our Team services a variety of persons in public offerings and private placements of securities

While some require these services to engage in securities related transactions, many other persons use our firms services because of the team's many years of experience providing services to businesses and their attorneys.


Our transactions span the spectrum from the most complex offerings by experienced issuers to initial public or private offerings by start-up companies.

These are some of the transactionai services the firm provides:

PRIVATE PLACEMENT COMPLIANCE. For non-registered securities, an attorney will prepare or comment upon private placement memoranda, corporate documents (such as operating agreements and by-laws), and disclosure documentation. Kiefner Law Offices, advises clients as to Securities and Exchange Commission (SEC). Regulation D (or other available exemptions) compliance. These exemptions provide safe-harbours from the registration requirements, which allow some entities to offer and sell their securities without having to register the securities with the SEC. These exemptions can make access to the capital markets possible for small companies that may not be able to afford the costs associated with a normal SEC registration.


REGULATORY COMPLIANCE. Kiefner Law Offices, advises clients on compliance with complex regulatory requirements, securities law issues for public filings, and restrictions on trading by corporate affiliates and insiders. Due to the broad legal definition of the term securities, Kiefner Law Offices, also advises clients who may not know the impact of federal and state securities law on their proposed capital raising activities. The firm helps clients obtain the necessary state blue-sky compliance and suggested methodologies for secondary trading. Click here to learn more about Kiefner Law Offices, representation of clients in related proceeding before the New York Stock Exchange (NYSE), the NASDAQ market, the Financial Industry Regulatory Authority (FINRA), and state securities agencies.

 

RULE 144 COMPLIANCE. SEC Rule 144 allows the public resale of restricted and controlling person securities if certain conditions are met. But, even when all the conditions are met, restricted securities cannot be sold until the restricted legend is removed by the transfer agent-who cannot do so without the consent of the issuer and upon the request of the security-holder. Consent is evidenced by Rule 144 opinion letters, which Kiefner Law Offices, prepares on behalf of issuers and seller

Security disputes

Types of Litigation to which we act in a consulting capacity

FINRA ARBITRATION AND MEDITATION. Most monetary and business disputes among investors, securities firms, and individual registered representatives are resolved at a Financial lndustry Regulation Authority, Inc. (FINRA) arbitration forum. Most investor agreements contain a clause requiring FINRA arbitration instead of civil court litigation where disputes occur. Mandatory FINRA arbitration does not apply to RIA's, but rather one must look to the written advisory agreement. Even if an investor agreement with a broker-dealer does not contain this clause, under FINRA rules the FINRA arbitration forum must be utilized upon a client request. If you are involved in a FINRA arbitration or mediation, contact us for a consultation.


CIVIL COURT. When FINRA arbitration is not required, such as a dispute involving a non-registered person the ultimate remedy is in civil court unless there is a separate arbitration clause in an advisory agreement providing for other than the FINRA forum. Whether you are a plaintiff desiring relief or a defendant with a pending claim against you, contact us for a consultation.


CIVIL INJUNCTION ENFORCEMENT ACTION. The Securities and Exchange Commission and state regulatory authorities bring enforcement actions against broker-dealers, registered investment advisers, investment companies (such as mutual funds), and others involved in securities transactions. If there is a regulatory enforcement action pending against you, contact us for a consultation.


ADMINISTRATIVE COMPLAINT OR PROCEEDING. Federal and state administrative agencies control the licensing of broker dealers, registered investment advisers, investment companies, and their affiliated and associated ndividuals. If you have been threatened with license suspension or revocation by the Securities Exchange Commission or by a state administrative blue-sky agency, contact us for a consultation.


ADMINISTRATIVE COMPLAINT OR ACTION. Various entities are self-regulatingand may bring action against a registered entity or associated individual. If the New York Stock Exchange (NYSE), NASDAQ, the Financial lndustry Regulatory Authority (FINRA), or other self-regulated entity has an action threatened or pending against you, contact us for a consultation.


A special note to attorneys handling white-collar criminal cases and other securities related cases:

Our team has special expertise that may help you with your client's case. Our firm provides consultation in these cases and has qualified and served as an expert witness.


Financial and other regulated Industries,

Industry Employment, Operation Activities and Sale of Industry Business Issues

Labor Disputes

Are you involved in a Labor Matter?

We specialize in labor consulting sevices relating to the financial and other related regulatory industries.

  • Employment or independent contractor agreements and Matters
  • Retirement and service agreements
  • Compensation
  • Benefits Disputes
  • Management Relations
  • Investigations and actions by federal and state governmental or self-regulatory agencies and other administrative bodies
  • Sale of agency agreements "books of business", and asset sales including disputes
  • Retaliation
  • Sexual Harassment