LLP startup attorney, New York.

REWARDS, REORGANIZATION, AND REALITY
Transitioning Your Business Into the Future

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All great prizes are guarded by a challenge. That can either produce great rewards, a shift in priorities, or a change in strategy.

Whatever you encounter, your ability to adapt and respond will require sound advice rooted in experience – one major reason clients rely on Furnari Scher.

Initial Public Offerings (IPOs) & Direct Public Offerings (DPOs)
Once your ideas begin to produce results, the value of your enterprise can increase dramatically. Liquidation and transitional events, such as IPOs and DPOs, are typically complex, time-consuming and stressful. We work closely with our clients to minimize their stress and allow them to focus on their businesses, since this is the underlying basis for the value of the offering. To ensure that the execution of their exit strategy is as smooth and as profitable as possible, our support includes:

• Negotiating terms of the offering with investment bankers
• Preparing letters of intent and agreements with underwriters
• Drafting a registration statement and prospectus pursuant to federal securities rules and regulations
• Addressing comments from the SEC and the applicable stock exchange.
• Preparing state "blue sky" filings, when applicable
• Advising clients with respect to "road shows"

When it is time to tap the market with an offering, our clients rely on us as part of the team to deal with the complexity and reduce the stress that ensues.

Peace of mind is often marketed as expensive “but worth every penny”. Yet even when the transactions are complicated or quite involved, we frequently save our clients substantial sums relative to the fees they would pay to large firms that bill for multiple legal team members and layers of support and services. For example, on a recent transaction involving the sale of three companies to an international buyer, we saved a client nearly $40,000.

Ongoing SEC Compliance for Public Companies
Upon the consummation of an IPO, DPO or merger with a public company, there is a significant amount of responsibility required to comply with US securities laws. Once public, we continue to represent clients with respect to secondary offerings and mergers and acquisitions transactions. In addition, we assist our clients with the challenges of being a public company, including proxy contests, hostile takeovers, and compliance with the Securities Exchange Act of 1934. We provide clients with packages of services, including cost effective all-inclusive monthly retainers, so clients can better budget the expense of running a public company. Learn more about when monthly retained services might be right for your business.

Services include guidance on or preparation of:

• Post-closing filings, such as filings on Forms 3, 4 and 5, and Schedule 13-D
• Sarbanes-Oxley Compliance
• Quarterly reports on Form 10-Q
• Annual reports on Form 10-K
• Current reports on Form 8-K
• Proxy and information statements
• Schedules 13-D and 13-G

Mergers & Acquisitions
Mergers or asset sales can be as complex as any liquidation event. Our role is to protect your rights without being an obstructionist to getting your deal completed. We process all legal documents quickly and efficiently so you can take advantage of opportunities. We regularly provide these important services:

• Assist clients in structuring transactions, prepare and negotiate terms sheets and letters of intent between the parties to the transaction
• Negotiate and draft material agreements, including agreements and plans of merger, asset purchase agreements or stock purchase agreements
• Prepare merger-related filings for the Securities and Exchange Commission, such as proxy statements, registration statements on Form S-4 and information statements
• Assist clients with post-closing deliverables and filings

Clients rely on us as part of the team that handles the complexity of a sale or merger in order to help reduce the stress involved.

Peace of mind is often marketed as expensive “but worth every penny”. Yet even when the transactions are complicated or quite involved, we frequently save our clients substantial sums relative to the fees they would pay to large firms that bill for multiple legal team members and layers of support and services. For example, on a recent transaction involving the sale of three companies to an international buyer, we saved a client nearly $40,000.

Reorganizing Corporate Structures
An inefficient corporate structure can result in costly administrative activities (such as tax preparation and registered agent fees). We save clients money by assessing their business structure and streamlining it when possible, even merging inactive entities. This is particularly the case for real estate developers and management companies who end up with layer upon layer of corporate entities each time a property is transferred.

Discontinued Operations – Winding Down a Business
Sometimes, it just doesn't make sense to continue doing business. We help clients wind down their businesses while protecting their personal assets. This process can be painful enough, without adding stress to an already difficult situation.

In the event a client is unable to continue operations, we will assist them with the winding down of business operations as quickly and smoothly as possible. If necessary, we introduce clients to our network of bankruptcy counsel and will work closely to facilitate a smooth end to your business.

To explore how we can make your transition strategies succeed, contact us today to discuss the options available to you.

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