The Goldwin.associates legal team assists clients by preparing offering prospectuses, memorandums, and disclosure documents for a wide range of public and private placement offerings. Furthermore, we are prepared to use our extensive industry knowledge and contacts with underwriters, investment banks, hedge funds, and PIPE funds to identify potential strategic partners who can assist our clients in growing their businesses efficiently.
Throughout the document perfection process, Goldwin.associates attorneys collaborate with Issuers and their respective CFOs, General Counsels, and compliance executives. This high-touch approach enables us to fully address Issuers' securities offering life cycle and best meet their short and long-term business needs.
Issuers of debt, equity, or a combination of the two rely on Goldwin.associates securities attorneys to ensure compliance with, or meet requirements for, exemptions from, federal and state securities laws in the United States, as well as securities laws in the United Kingdom, the European Union, Eastern Europe, and country-specific regulations throughout the Pacific Rim, the Middle East, and South America. Our seasoned in-house securities attorneys and legal advisory group maintain symbiotic relationships with a global network of securities attorneys.
Our areas of expertise include:
◆ Preliminary Prospect (aka “Red Herring”)
◆ Explanatory Memorandum (EM)
◆ Offering Memorandum (OM)
◆ Final Prospectus
◆ Operating and Partnership Agreements
◆ Registration and Filing with Regulatory Agencies
◆ Instrument Types
➢ Equities
➢ Preferred Equities
Senior Secured, Secured, and/or Senior Unsecured, Convertible, and Preferred Convertible.
Goldwin.associates securities attorneys and documentation experts are unconcerned about the industry. We have worked with Issuers in all major industries and are well-versed in the nuances of the industry regulations to which Issuers may be subject. Our consultants use our proprietary library of documentation, which includes thousands of Issues that have been successfully placed with institutional investors and qualified high net worth investors in virtually every part of the world, from traditional offerings to REITs to energy industry Master Limited Partnerships (MLPs).
Goldwin.associates clients include companies that have gone public through IPOs and/or alternative public offerings (APOs), direct public offerings (DPOs), and special purpose acquisition companies (SPACs). We are well-versed in the documentation requirements for debt or hybrid securities secondary equity offerings. When representing issuers, we are frequently involved in the preparation of registration statements and prospectuses, as well as the development of listing applications on the NYSE and NASDAQ in the United States, the SGX in Singapore, the HKEX in Hong Kong, the KSE in Korea, the Frankfurt and Berlin Stock Exchange (to name a few), and the LSE's full list, as well as AIM and PLUS Markets in the United Kingdom, and related transactional work. We have also represented investment banks, placement agents, and accredited investors.
Our team also allows Issuers to conduct PIPE transactions. Companies that are already publicly traded and want to raise private capital through pipes, frequently under Rule 144A and Reg S (for debt issuance) or Reg D (Regulation D), are prime candidates for PIPEs. For nearly any PIPE transaction, our securities attorneys can provide legal opinions regarding exemptions from federal and state securities registration laws, as well as related regulatory matters.
The Goldwin associates team has many years of experience in the real estate market. We help with every aspect of the real estate business, from the business plan or feasibility study to the prospectus or offering memorandum, and everything in between.
Maintaining compliance and conforming to listing standards can be difficult for companies that have listed their shares on OTC Markets via Pink Sheet listing. Goldwin.associates assists companies that have received a notification of violation regarding disclosure issues or shareholder notice concerns and are at risk of being delisted. We offer a comprehensive range of rehabilitation services and can assist corporate executives of emerging growth companies by utilizing publicly available information about their company. We conducted an analysis to determine what steps the company can take to ensure full compliance with SEC and OTC regulations.
◆ Services for Public Disclosure
➢ Assist management with the creation or revision of OTC Markets disclosure documents
➢ As needed, prepare initial and quarterly OTC Markets Pink Sheet filings
➢ Company news releases are coordinated with OTC Markets News & Disclosure Services
➢ Coordination of required financial statements with the company's accountant and/or auditor
➢ Coordination with the Securities Counsel and Transfer Agent of the company
◆ Services for Shareholders Relations
➢ Program for Shareholder and Investor Visibility
➢ Website dedicated to Shareholder and Investor Relations
➢ Management Letter to Shareholders, either quarterly or annually
◆ Legal Services for Companies
➢ We provide a full range of legal services to our Emerging-Market clients through our affiliation with a law firm
◆ Legal Opinions from OTC Markets, the SEC, and Transfer Agents
◆ Quarterly, annual, and current reports from the Securities and Exchange Commission
◆ Proxy Statements and Information Statements
◆ Secondary Provisions
◆ ULOA Regulation "A" Offerings
◆ Blue Sky Compliance at the State Level
◆ We Provide Business Services
➢ Financial forecasting and business plans
➢ Valuations of businesses
➢ Independent auditors who have been certified by the PCAOB
➢ Accounting services for small businesses
➢ Transfer Agent and Registrar services that are SEC-licensed
➢ Services for Public Information (i.e. Business Wire and PR Newswire)
➢ Insurance for Small Businesses (key-man, D&O, liability)
➢ Printing of legal documents
➢ Services for Proxy and Shareholder Communication
This site's content and information are subject to change without notice. Some content, such as service offerings, may be out of date. Goldwin.associates is not a broker-dealer. We do not sell or solicit any type of security. We have never been compensated in any way for securities sold in any capacity. Golwin.associates is not an attorney's office. For all legal advice and questions, seek the advice of an independent attorney.
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