Securities Transactions

Kiefner Law Offices, P.A. services a variety of clients in public offerings and private placements of securities, including:


  • • Brokers, RIA's and compliance personnel
  • • Underwriters
  • • Placement Agents
  • • Securities issuers, sellers and purchasers
  • • Investment bankers
  • • Institutional purchasers in public offerings and private placements

While some clients require these services to engage in securities related transactions, many other clients use this firms services because of the team's many years of experience providing legal services to businesses.

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 of securities. 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, P.A. 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, P.A. 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, P.A. 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, P.A. 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, P.A. prepares on behalf of issuers and seller

Click here to request an initial consultation with the Kiefner Law Offices, P.A. team or call 727-894-8000 or 727-403-4517.