Securities Law
Private Offerings
Schwartz LLC regularly advises clients on state and federal securities laws and regulations. Our services include advice to investment funds, privately held companies, and other issuers on private offerings under the Securities Act of 1933, including offerings by private equity funds and other closed-end funds, continuous offerings by hedge funds and other private open-ended investment vehicles, onshore and offshore start-up venture capital financings, private equity investments, private placements under Rule 506(b) or Rule 506(c) of Regulation D, offshore offerings under Regulation S, and sales to institutional QIBs under Rule 144A.
Our securities law practice includes advising private investment fund sponsors on exemptions and compliance under the Investment Company Act of 1940 and under the Commodity Exchange Act and CFTC regulations, as well as under provisions of the Securities Exchange Act of 1934 (Exchange Act), FINRA rules, NFA rules and a multitude of other United States federal and state laws and regulations that may have a bearing on an offering or the issuer’s structure or underlying business, from tax compliance to anti-money laundering and anti-corruption laws. In cooperation with our extensive network of correspondent law firms around the world, we arrange for advice on similar laws and regulations of other countries.
Initial Public Offerings and Exchange Act Public Company Reporting
Schwartz LLC maintains close working relationships with the highest echelon of Wall Street corporate law firms representing foreign and domestic companies in registered public offerings, including initial public offerings, resale offerings, follow-on offerings and shelf registrations, as well as registration and reporting under the Securities and Exchange Act of 1934 for domestic issuers and foreign private issuers.
Schwartz LLC acts as counsel to private equity funds, venture capital funds, founders, and private investors as selling shareholders in initial and secondary public offerings of portfolio companies as well as in foreign public offerings with Regulation S / Rule 144A offerings, frequently on referral to our law firm by leading U.S. law firms acting as issuer’s counsel. In other cases, we have assisted fund managers on the selection of a suitable law firm to serve as a portfolio company’s U.S. counsel for an initial public offering.
In representing selling shareholders in public offerings or mergers with public companies, such as de-SPACs, we review and advise on the negotiation of common documents such as selling shareholder representations and indemnification provisions, voting and support agreements, review, amendment, and compliance with existing shareholders agreements, investors rights agreements, corporate charters, and contractual and securities law aspects of distributing proceeds and selling shares into the market.
Investor and Shareholder Compliance
Schwartz LLC advises private investors and investment funds on beneficial ownership reporting obligations related to their holdings, as well as on resales of restricted stock pursuant to SEC Rule 144, 145, and other provisions.
We advise private investors, hedge funds, and other private investment funds on their reporting obligations under the Securities Exchange Act, CFTC regulations, and the rules of self-regulatory organizations.
Typically on referral from leading New York and global corporate law firms representing acquirors that are reporting companies, Schwartz LLC also advises target company founders, selling shareholders, and executives on their new obligations as shareholders, officers or directors of the acquiring company when the latter is subject to filing SEC reporting (for example, under Section 16 of the Securities Exchange Act). Schwartz LLC regularly provides such advice on similar referrals by large law firms to us of international family shareholders of newly public companies.