At Kranitz and Philipp, we offer a full range of legal services to both individuals and to corporate clients that include start-up companies and small businesses, privately-held businesses of all sizes, and major national or multi-national corporations. Our firm assists our clients with the multitude of legal needs that they face, ranging from routine commercial transactions to complex securities law issues. No matter what legal issue is facing our clients, our experienced attorneys can help devise legal solutions tailored to our client's needs.

Securities Law and Capital Markets

Our attorneys have been engaged on over 200 private placements of securities, and are experienced in all aspects of the private placement of securities, including the representation of issuers, underwriters, private placement agents, private equity funds, individual and institutional investors, and venture capital funds. Our expertise allows us to advise our clients in every type of private financing transaction, including seed financing, angel investments, venture capital financing, later stage equity or mezzanine financing, PIPEs, and private debt financing. We are experienced in handling the issuance of securities in registered public offerings including initial public offerings, follow-on primary offerings, secondary offerings, registered shelf offerings, and recapitalizations, involving common stock, preferred stock, warrants and other forms of equity, senior, mezzanine and subordinated debt, and convertible debt. Our attorneys are also experienced with the Securities Exchange Act of 1934, Sarbanes-Oxley and the rules and regulations of OTC-BB and NASDAQ. We help our publicly traded clients with their ongoing securities and corporate governance needs including their quarterly periodic filings with the Securities and Exchange Commission required by the 1934 Act, corporate governance, general public disclosure issues and compliance with federal and state securities laws. We also serve as counsel to investment banking firms, broker-dealers placement agents and issuers in connection with initial and other public and private offerings of securities. Our securities law expertise combined with our deep understanding of the capital markets enable us to help our client’s navigate the myriad of legal, regulatory and compliance issues that arise during these transactions.

Practice Areas

  • Initial Public Offerings (IPOs)
  • Registered Securities Offerings
  • Private Placement Securities Offerings
  • Regulation D Securities Offerings
  • PIPEs Transactions
  • Private Placement Memorandum (PPM)
  • Rule 144 Sales
  • 1934 Act Quarterly and Periodic Reports (10-K, 10-Q, 8-K, etc.)
  • EDGAR Filings
  • OTCBB and Pink Sheet Compliance
  • NASDAQ Compliance
  • Sarbanes-Oxley (SOX) Compliance
  • Broker-Dealer Regulation
  • Corporate Governance
  • Private Equity Transactions
  • Letters of Intent
  • Underwriting Agreements
  • Investment Banking Agreements
  • Mutual Funds
  • Hedge Funds
  • Investment Company Regulation
  • Investment Advisor Regulation
  • 1940 Act
  • Finance and Banking Law
  • Securities Law

Business and Corporate Law

Our knowledgeable attorneys assist our clients on a wide range of general business and corporate law issues, ranging from entity formation to M&A transactions. For start-up or emerging companies, our attorneys add value by bringing a unique understanding to the numerous challenges start-up and emerging companies face. These issues range from entity formation and choice of jurisdiction to selecting the proper financing structure and evaluating potential exit strategies. Our attorneys are experts at organizing, structuring, documenting and maintaining all forms of legal entities throughout the United States, including limited liability companies, partnership, corporations, joint ventures or limited liability partnerships. We are also able to advise our clients on the myriad of ongoing legal issues that these companies face. Our attorneys also advise and represent established companies on M&A transactions, including mergers and acquisitions, purchases and sales of stock and assets, business buy-sell transactions, buyouts, recapitalizations, and other corporate restructurings. We also advise and represent sellers, buyers, target companies, management, investment bankers, turnaround specialists, financial advisors and other interested participants in M&A transactions. Our attorneys also serve as general corporate counsel to many privately held companies, providing legal advice on a variety of legal issues that these companies face such as employment law, copyrights, trademarks, IP licensing, strategic alliances, while also rendering general business and corporate law advice.

Practice Areas

  • Corporate Formation and Entity Selection
  • Corporate Governance
  • Limited Liability Companies
  • Corporations
  • Partnerships
  • Limited Partnerships
  • Charter Documents (Articles of Organization, Articles of Incorporation, Bylaws)
  • Shareholder Agreements
  • Operating Agreements
  • Partnership Agreements
  • Voting Trust Agreements
  • Board of Directors Documentation
  • Employee Stock Option and Incentive Plans
  • Mergers and Acquisitions
  • Joint Ventures
  • Business Buy-Sell Agreements
  • Asset Purchase and Sale Agreements
  • Buyouts
  • Recapitalizations
  • Outside General Counsel Services
  • Corporate Law
  • Business Law

Corporate and Commercial Transactions

Our attorneys have extensive experience structuring, drafting and negotiating a broad range of corporate or commercial transactional contracts for clients across a wide range of industries. We are able to leverage our experience and expertise to help our clients enter into agreements that help achieve their business goals while managing their commercial risk. Our attorneys also have the ability to serve as “outside general counsel” to clients that do not have in-house counsel to advise them on corporate and commercial transactions, regardless of their size or complexity.

Practice Areas

  • Commercial Transactions and Agreements
  • License Agreements
  • Technology Transfer Agreements
  • E-Commerce Agreements
  • Software License Agreements
  • Technology Agreements
  • Research and Development Agreements
  • Non-Disclosure Agreements
  • Confidentiality Agreements
  • Construction Contracts
  • Leasing Agreements
  • Credit Transactions
  • Employment Agreements
  • Non-Compete Agreements
  • Professional Service Agreements
  • Independent Contractor Agreements
  • Consulting Service Agreements
  • Supply and Procurement Contracts
  • Equipment Purchase and Sale Agreements
  • Service Agreements
  • Commercial Terms and Conditions
  • Warranty Agreements
  • Private Label Agreements
  • Distribution Agreements
  • Sales Representative Agreements
  • Advertising and Branding Agreements
  • Marketing and Promotion Agreements
  • Strategic Alliance Agreements
  • Joint Venture Agreements
  • Franchise Agreements
  • Government Contracts
  • Contract Law

Litigation, Arbitration and Dispute Resolution

Our attorneys have the ability to represent clients in a variety of proceedings, including state and federal court litigation along with alternative dispute resolution proceedings, such as FINRA arbitration. We are experienced in all aspects of pretrial procedure and discovery, as well as trial techniques that help maximize our chance for success. We work closely with our clients to understand the nature of the dispute to help them devise cost effective strategies to resolve legal disputes with a successful outcome.

Practice Areas

  • Commercial Litigation
  • FINRA Arbitration
  • Securities Litigation
  • Regulatory Proceedings
  • Creditor's Rights Litigation
  • Employment Litigation
  • Professional Liability Litigation
  • General Civil Litigation

Estate Planning

Our firm offers comprehensive legal services in estate planning and administration, which includes asset protection planning, business succession planning and trust and estate administration. From simple wills to complex trust and estate planning related issues, our attorneys are dedicated to helping our client's protect, manage, and dispose of their assets during their lifetime or upon their death in a way that is both efficient and economical to our clients and their beneficiaries.

Practice Areas

  • Estate Planning
  • Simple Wills
  • Revocable (Living) Trusts
  • Irrevocable Life Insurance Trusts
  • Charitable Trusts
  • Special Needs Trusts
  • Durable Powers of Attorney
  • Healthcare Powers of Attorney
  • Probate Proceedings
  • Trust and Estate Administration
  • Guardianships
  • Executor Services
  • Asset Protection Planning