Business Law, Corporate Governance, Corporate Transactions, Commercial Law & Contracts, Securities Law, '33 & '34 Act Filings / Reg S-K Disclosure, Reg D Private Offerings, Reg A+, Reg CF, , Client Counseling, Start-ups and Emerging Companies, Venture Capital / Private Equity Funds & Transactions.

A virtual law firm serving the needs of entrepreneurs, startups, small businesses, and emerging growth companies. www.NewYorkBusinessLaw.com provides essential legal services to business clients on flat-fee / project-by-project bases. We make it easy for clients to anticipate and control legal spend by identifying and prioritizing specific client needs, establishing an efficient pathway to accomplish client goals, and executing discrete projects.

• Managed the firm’s Securities, Corporate Transactions, Emerging Ventures, Venture Capital, and Business / Commercial practices.• Managed portfolio of ~300+/- unique business clients; establish new client relationships, manage existing client relationships, develop and produce revenues.• Lead attorney on major transactions (investment, M&A, commercial, financing), fund formation and governance, capital formation strategies.• Conduct deal / term-sheet analysis, provide securities counsel, due diligence and document drafting for non-public offerings, venture / seed capital transactions, private equity and leveraged buy-out transactions.• Advise and counsel business clients on corporate and transactional matters from both legal and business perspectives; provide, corporate counsel and transactional documentation to startup companies, emerging growth companies, small to mid-size businesses, venture funds and individual investors.• Review, analyze, revise, plan and draft equity incentive programs and options/grants under the same.• Advise, counsel & draft transactional / governance documentation for various middle-market clients with respect to tax-free reorganizations (e.g. Types D, E and F) in conjunction with M&A follow-on transactions.• Advise and counsel clientele of varying sizes & industries regarding commercial contracts, labor & employment matters, complex transactions, and general corporate/governance matters.• Advised original ‘dot-com’ era client on minority shareholder squeeze out via Type-F Reorg and defended client in dissenting shareholder litigation.• Advise and counsel multiple accelerator participant tech companies (e.g. Founder Institute, TechStars).• Advise and counsel emerging growth company from inception through multiple capital raise transactions including deal negotiation opposite investor from ABC’s SharkTank; strategize; negotiate, draft, and coordinate closing of $4mm asset acquisition and sale-leaseback transaction.

- Managed public intrastate offering for expanding local business - researched and analyzed New York State securities law and regulations, prepared offering prospectus, and broker-dealer registrations, responsible for management and oversight of filings, updates and ongoing regulatory compliance with New York State securities regulator.- Conduct term-sheet analysis, provide securities law counsel, and document drafting regarding non-public offerings, potential venture / seed capital transactions, private equity transactions, and leveraged buyouts.- Provide guidance, counsel, strategic positioning and document drafting for early stage company investment.- Directly advise and counsel clients on corporate and transactional matters from both business and legal perspectives, review and draft various contracts and other documentation.- Review, analyze and draft transaction documents for asset sales, equity buy-outs / buy-ins for closely held businesses and facilitate, coordinate and close transactions including separate and combined asset and real estate deals.- Provide New York and Delaware entity formation counsel, drafting, filing and process coordination, including creation of corporate Certificates of Incorporation / Bylaws, LLC Articles of Operating Agreements, publication materials, initial resolutions / consents.- Plan and draft Shareholder Agreements, documentation for implementation of Incentive Stock Option plans and grants, plans of recapitalization and accompanying corporate document amendments / restatements.- Engage in business development with ‘start-up’ companies, emerging entrepreneurs, and existing local businesses.- Support the entrepreneurial and small business community through involvement in Chamber committees / other local entrepreneurs organizations, present materials / lectures regarding legal issues for small businesses and targeted presentations for emerging growth and technology startups at local business and technology universities.

Division of Corporation Finance - Office of Small Business Policy- Draft Small Business Compliance Guide for revised Accredited Investor net-worth standard.- Revise Small Business Compliance Guide for "Smaller Reporting Companies."- Assist in revision of "Q&A: Small Business and the SEC."- Draft action memo for Dodd-Frank "Bad Actors" disqualification under Rule 506 of Reg D.- Participate in Q&A phone calls with entrepreneurs, businesses, and attorneys regarding securities law issues.- Aggregated historical data, created a database for, and provided initial analysis of Reg A offerings for potential use in Reg A revision and Reg A+ promulgation.

• Represent clients in FINRA arbitration proceedings, and other related civil actions, under student practice order.• Train in fact investigation, witness interviewing, case assessment, preparation of pleadings, discovery and advocacy.• Study statutes, regulations, and industry rules governing broker-dealers and registered representatives.

- Gather, compile, and analyze complex client financial information to meet client goals and objectives.- Address inefficiencies to create comprehensive investment, tax, estate planning, and business planning strategies.- Learn to establish, build, and maintain client relationships through advice and counsel.- Learn to establish business relationships and referral networks.

- Conduct legal research and prepared memorandum of law for real property litigation.- Drafted documents including affidavits, motions, and orders.- Prepared motions and notices for surplus money proceedings, summary proceedings, and real property litigation.- Facilitated collection of surplus funds from foreclosure sales pursuant to State liens on real property.

- Monitor, research, and analyze account transactions in accordance with various federal regulations, specifically the Currency and Foreign Transactions Reporting Act and the USA PATRIOT ACT. - Charged with the responsibility of monitoring "High Risk" customer accounts for fraudulent transactions and possible money laundering activity. - Responsible for program implementation and improvement. - Other duties include participation on the Identity Theft Prevention Implementation Team, in accordance with new federal regulations under the FACT Act.- Overhauled a paper-based system by creating Microsoft Excel driven analysis and data storage tools.