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Not every business can afford to keep an in-house attorney on their payroll. By the same token, no business can afford to take chances with the law. There’s simply too much at stake. Here enters Kahane Law Group Our comprehensive general counsel services provide your company with full-time, Houston general counsel attorneys at a part-time cost. No matter the size or nature of your business, we can craft a custom ongoing legal plan for you.

A general counsel can help your business:

  • Review and negotiate contracts
  • Evaluate legal risks
  • Monitor compliance
  • Avoid legal entanglements
  • Strategize and grow

Of course you need a securities law attorney should your company face litigation, but the real benefit of having a lawyer on staff is the day-to-day input they’re able to provide—the kind of input that helps avoid litigation in the first place. Furthermore, the familiarity that a general counsel has with the company makes it easier to prepare a case if the company does have to go to court.

Call our firm today at +1(281)-619-1702 to discuss your needs. We are always ready to help your business.

Why Kahane Law Group?

For more than 15 years, Kahane Law Group has provided general counsel for a variety of industries including energy, technology, entertainment, and hospitality. In each instance, we work closely with management to ensure that your business is operating legally and efficiently. Outsourcing your general counsel needs gives you the advantage of having regular access to full-service law firm resources without the excessive cost.

When your company hires Kahane Law Group, you get “on call” priority access to a lawyer assigned to your company. Our fixed monthly fee also includes all the services that your company needs at no extra charge.

To see what an ongoing relationship with a Securities law attorney can do for your company, call us at +1(281)-619-1702 to schedule a consultation.

Why Do Companies Hire General Counsel?

There are a variety of reasons why companies may be interested in seeking out legal counsel. Our team of savvy corporate attorneys is able to cater to corporations and business leaders seeking representation for a variety of reasons.

Common motivations for seeking general counsel tend to include:

  • They have a steady amount of important legal and/or regulatory compliance work but no capacity for an in-house corporate law attorney.
  • They operate in a highly regulated industry, such as finance, health care, or insurance.
  • Their corporate strategy may require active readjustment. (acquisitions, joint ventures, etc.)
  • They may need to raise capital through one or more securities offerings or other corporate financings.
  • They realize that their legal status affects all aspects of their business and protects the longevity of their operation, so it makes sense to have the legal knowledge institutionalized within the company.
  • Some major fallout or disaster may have befallen the company or industry, and they are interested in protecting themselves from future disasters or disturbances down the line.
  • They are being encouraged by institutional investors to pursue legal counsel.
  • Click here to learn about the alternatives for hiring a general counsel

Call Kahane Law Group at +1(281)-619-1702 today if you are interested in pursuing the sort of outsourced general counsel service that allows your company to get the legal advice and services that it needs at a fraction of the cost of hiring an in-house lawyer or setting up a corporate legal department. 

How Does Our Outsourced General Counsel Program Work?

Kahane Law Group offers an outsourced general counsel program for companies with frequent need for legal consultations. In this program, the company has unlimited consultations and unlimited legal work (litigation excluded) for a fixed fee per month.

Kahane Law Group’s outsourced general counsel program is perfect for:

  • Well-funded start-up companies that need ongoing legal guidance to help grow their business and avoid legal problems (Link to Why Growing Companies Need General Counsel)
  • Public companies that need to stay in compliance with SEC requirements (Link to Why Public Companies Need General Counsel)
  • Mature companies that have a certain volume of legal and/or compliance work (Link to Why Middle Market Companies Need General Counsel)

With our outsourced general counsel program, Kahane Law Group serves as your company’s general counsel, helping you in every aspect of your business – reviewing, preparing and negotiating business agreements; advising you on securities offerings and corporate financing transactions; consulting with management on everyday legal and corporate issues; and handling legal compliance issues. Our goal is to handle every aspect of your company’s corporate legal needs.

In our outsourced general counsel program, you don’t have to worry about running up a big bill with your lawyer or the clock ticking when you need to contact your lawyer with a question. We know that businesspeople hate to pay fees to talk to their lawyer or have them review a document. That’s why our outsourced general counsel program offers a flat fee for unlimited consultations and unlimited legal work

Reduce Legal Risk and Provide Your Company with Peace of Mind

Imagine having the ongoing support and knowledge of an in-house lawyer that doesn’t require a salary, benefits, payroll tax, or office space, and has a broad spectrum of expertise. That’s what you get with Kahane Law Group’s outsourced general counsel program. We offer all of this at a fraction of the cost of hiring an in-house lawyer or setting up a corporate legal department.

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When securities are sold as “private” transactions because they fall under an exemption from federal and state law, Private Placement Memorandums (PPM) are typically used. Other terms for a PPM include offering document or offering memorandum.

The PPM itself is a legal document that is given to prospective investors, disclosing all relevant information related to the investment opportunity. It is not intended to be a persuasive document like a business plan might, but rather its purpose is to lay out all of the details regarding the investment, allowing the investor to determine for themselves if they want to move forward.

Writing a PPM without understanding the ins & outs of securities law can be difficult to handle on your own. Call Kahane Law Group Today at +1(281)-619-1702 for a consultation.

What Needs to Be Included in a PPM?

When drafting a PPM, you have to make sure that everything within the document is accurate. You cannot include any misleading information or make any false statements regarding the investment within the PPM, due to the anti-fraud provisions of the federal securities laws.

Items that should be written into a PPM include:

  • Management information
  • Information about the company’s history
  • The restrictions, rights, and class of securities
  • All known risks associated with the investment
  • Description of products and services offered by the company
  • A detailed account of how the investor’s money will be utilized
  • And much more

Experienced investors will most likely expect a detailed Private Placement Memorandum with sufficient disclosures and legal information. In fact, they may look at the thoroughness of the PPM as a sign of the overall professionalism of the business.

Personalized Attention Focused on Meeting Your Business Needs

Whether you are looking for help in creating a strong PPM or you need assistance with any other legal business matter, look to our qualified Houston securities law firm. We can help you navigate the best path for you and your company

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Kahane Law Group represents buyers, sellers, investors, and lenders in mergers and acquisitions (M&A). Whether you are at the initial stages or you are further along in the process and require legal counsel, our firm is well-prepared to represent your interests and provide you with strategic guidance. Our Houston securities lawyer has over 15 years of experience assisting local, national, and international companies in executing complex business transactions. Contact our legal team online to arrange a consultation.

Trusted Resource for Business Acquisitions

Kahane Law Group manages all aspects of acquisitions for business clients. From developing the criteria of an acquisition and due diligence to structuring a proposal, drafting the purchase agreement, and identifying funding options, the firm’s attorney works closely with all relevant parties to ensure an efficient and accurate ownership transition.

The Difference Between Mergers and Acquisitions

Mergers and acquisitions (M&A) is a term used to describe the combination and consolidation of assets or companies through various types of financial transactions, including acquisitions, management acquisitions, consolidations, tender offers, mergers, or purchase of assets. The term M&A also refers to financial institutions desks that deal with this type of activity.

An acquisition is when one company takes over another entity and establishes itself as the new owner. This affects the stocks of the companies since the targeted company technically ceases to exist at this point and their stocks can no longer be traded, while the buyer absorbs the company and stocks continue to be traded.

A merger varies slightly since it describes two entities that are about the same size coming together to join forces and form a single new entity. This is known as a “merger of equals”. In regards to the stock market, both companies stocks will cease to exist, and the new company formed will have its own stock issued in their place.

It’s a roll of the dice if mergers or acquisitions will greatly benefit the newly formed companies or tank their reputations miserably. Our team can assist you in your decision of merging or acquiring a new company as yours and let you know of all the legalities of each decision.

Comprehensive Legal Services for Business Mergers & Acquisitions

Mergers are complex business transactions that require the attention of an experienced securities lawyer. Kahane Law Group  is well-versed in managing small- to medium-sized private and public mergers.

Clients typically approach us to expand their businesses through the following types of mergers and acquisitions:

  • Reverse mergers
  • Public to private mergers
  • Buyouts of private companies
  • Hostile takeovers of public companies
  • Small business mergers
  • Publicly traded mergers
  • Stock purchases and asset purchases

Get Experienced Legal Counsel: Call +1(281)-619-1702

With reasonable and transparent legal fees, Spanish speaking services, and confidential consultations, you can be confident knowing that the team at Kahane Law Group is fully committed to helping you and your business with whatever legal issues you are facing.

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Our securities attorneys possess in-depth knowledge regarding business law issues and will do everything possible to provide you with a results-driven strategy that reflects your goals.

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Choosing to start a business requires having the proper financial structure in place and sufficient capital to stay above your margins. Finding ways to raise capital is essential for the life and prosperity of your business and our securities lawyer is dedicated to discovering varied means of enabling clients to raise needed capital.

Looking for alternatives for raising capital? We can help!

Kahane Law Group exists to serve the legal needs of businesses in offering them high-quality legal advice to keep them protected at all times. This counsel is the fruit of our more than 15 years of legal experience and numerous successes in representing clients in that time. Attorney Marc Mann has even been included in the list of Super Lawyers® Rising Stars for these successes.

What options are available for my business?

To meet your goals as your business prospers can require raising capital in new ways. Many alternatives for raising capital exist and you should consult our firm to make sure you are protected as you move towards these various alternatives.

Other means of acquiring capital include:

  • Personal investments
    Outside investors or joint ventures
  • Equities
  • Government or Bank
  • Loans
  • Venture capital firms
  • Issuing preferred stocks or bonds

The best means of raising capital typically derive from an in-depth understanding of your particular market and also depends on what stage of growth your business is in. For instance, you may want to consider taking your corporation public if it has grown to a level where you can issue stocks and bonds.

Walking You Through Capital Acquisition

Our securities law attorney meets your company where they are to provide the best legal advice for your particular situation. We handle disputes, contracts, commercial documents, and employment matters for any business throughout the Houston area.

We can protect you from making the wrong moves in acquiring capital which can land you in jail. The SEC and other state and federal authorities scrutinize businesses for improprieties and having an attorney in your corner can help you avoid certain pitfalls.

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If you are taking your business public, forming an investment company, or performing another regulated transaction, compliance with the state and federal securities laws is essential. If a registration statement is incomplete or misleading, or if your offering is not in compliance with securities laws, the SEC will not hesitate to open an enforcement investigation. An attorney with significant experience and support from an established law firm can provide you with legal guidance and peace of mind during complex business activities. In order to ensure you are taking the optimal approach to your securities offerings, contact Kahane Law Group.

Every client receives a confidential consultation and the firm operates on transparent fees.

Efficient & Accurate Securities Transactions

At Kahane Law Group, our goal is to make sure your transactions and reports are accurate and completed in an efficient manner. We can assist you in the following securities law matters:

  • Preparation of securities registration statements for IPOs
  • Preparation of private placement memoranda for private securities offerings
  • Ongoing compliance under securities laws
  • Preparation of quarterly, annual, and current SEC reports
  • Preparation of proxy statements
  • Securities law general counsel
  • Formation of hedge funds and other investment funds
  • Formation of business development companies
  • Formation of venture capital funds and private equity funds

Request Your Initial Consultation Today

Looking to take the first step in your case? Do not hesitate to get the skilled legal help of a Houston securities law attorney from Kahane Law Group. With our firm, you can benefit from our Spanish speaking services, as well as our transparent legal fees. Complete the online form or call +1(281)-619-1702 to discuss your business needs with a knowledgeable Houston securities attorney. Kahane Law Group provides businesses with comprehensive legal services. We look forward to helping with your case soon.

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Middle market companies occupy a unique niche in our economy. According to Thomson Reuters, global mid-market M&A activity was valued at $736 billion in 2013, with North America contributing $267.3 billion of deal activity (36.3% share of the market).

There is no uniform definition of middle market companies; however, a common measuring stick is $10 million to $500 million in revenue, or $2 billion to $10 billion in market value. Mergers and acquisitions of mid-market companies are similar to those of both small businesses and large cap companies; however, they often have their own issues due to the company’s stage of development.

Most negotiations for the sale of mid-market companies understandably concentrate on the purchase price. The acquirer wants to minimize the risk of paying for a business that could later underperform. The seller has a valuable asset that it wants to monetize at the highest possible price. Somewhere between these two extremes, a deal can usually be done.

Get Insight from a Houston Securities Lawyer

In addition to the purchase price, there can also be negotiations around post-closing operations, post-acquisition employment, and indemnification for certain issues.

This article discusses some of the more common terms in the acquisition and sale of mid-market companies.

  • Contingent value rights – Contingent value rights (CVRs) allow the seller to profit from certain later occurring events which are defined, for instance, a later sale of the company by the purchaser. In this case, CVRs would allow a seller to have some continued upside if the purchaser is able to later sell the company at a profit. CVRs are especially common in transactions with private equity firms. They allow the purchaser to complete an acquisition yet reduce the amount paid upfront. For instance, the purchaser and seller could agree that a 100% acquisition of the target is valued at $500 million. Instead of paying $500 million upfront, the purchaser could pay $400 million and grant the seller a CVR of 20% of any later gains to compensate for the $100 million reduction in purchase price (in reality, the CVR percentage is usually increased in order to reflect the risk that the seller is incurring; as a result, in this example, the CVR would more likely be 25%). Note that the CVR is not a partial acquisition with the seller retaining part of the stock; rather, the purchaser acquires the full 100% held by the seller. If the triggering conditions are met (in this case, the purchaser being able to later sell the company at a profit), the seller would be able to profit from the difference. However, if the triggering event is not met (e.g., the second sale is break-even or at a loss), then the seller’s CVR would be worthless. Note also that the CVR is not debt; if the company is later sold for less, the CVR holder gets nothing.
  • Earnouts – In earnouts, the purchaser and seller agree on a series of milestones that will result in additional compensation to the seller. Earnouts are usually used when the seller/founder will continue to work for the company post-acquisition, but it can also be used in circumstances where valuation is difficult because of a new product line that has launched, ongoing restructuring, a recent acquisition, etc. Earnouts allow the parties to share both the risk and reward that the company’s future operations will be profitable.
  • Holdbacks – Holdbacks deal with the purchaser retaining (holding back) some of the agreed-upon purchase price in order to deal with post-closing issues (usually indemnification for certain claims). For instance, if the company is involved in certain litigation which will likely result in a payment to the adverse party, but the amount cannot yet be measured, the parties could agree on a purchase price of $500 million with $10 million to be held back to cover the litigation. Any damages (and sometimes legal fees) are paid out of the held back amount first. If the claim is resolved for less than the held back amount, then the remainder is paid to the seller. If the amount to resolve the claim is greater than the held back amount, then either the seller or the purchaser will pay the difference (depending on the indemnification provisions agreed upon as part of the deal).
  • Employment and/or consulting agreements – If the purchaser does not have abundant experience in the acquired company’s industry, then it may desire to have the company’s management stay on to help run the company, at least until new management can be found. Whether the services are rendered as an employee or consultant depends on the desired tax treatment for the parties, the control to be exercised over the services, and the length and extent of the services, among other things.
  • Covenants not to compete – A purchaser understandably wants to protect the goodwill of the company that it has purchased by preventing the seller from taking the money from the sale of the company and opening a competing business. The seller on the other hand wants to be able to capitalize on its knowledge and contacts within the industry and move on to its next business venture. Covenants not to compete (non-competes) work to balance these conflicting concerns. Non-competes are subject to rigorous legal review if they are too broad or too long and can be subject to different analyses depending on the state whose laws are being applied.
  • Representations and warranties – The seller usually makes a series of representations and warranties regarding the company’s operations, financial condition, assets, etc. In private company M&A, these representations and warranties survive closing, which means that a breach of these representations and warranties can lead to a claim against the seller. In public company M&A (i.e., where the target is a public company), these representations and warranties do not survive closing because there is no one to stand behind the representations and warranties post-closing (i.e., the purchaser would have to sue every stockholder of the public company, which is not feasible). In public company M&A, therefore, the representations and warranties serve as conditions precedent to the purchaser’s obligation to consummate the acquisition.
  • Indemnification – Indemnification deals with covering claims by third parties asserted after the acquisition closes. Indemnification includes damages payments, tax payments, and legal fees (usually). Generally, the seller must indemnify claims asserted against the purchaser for matters arising before the closing, for instance, a lawsuit filed after the closing for an accident occurring before the closing date. The purchaser, on the other hand, will generally indemnify the seller for claims arising after the closing date; for instance, a suit filed against the seller due to an accident occurring after the closing (this could happen if the plaintiff does not know about the sale or if it is simply looking to expand the number of potential contributors to pay damages). The parties may also agree that any claims for indemnification will be brought within a certain time (i.e., private statute of limitations). These representations and warranties may also have triggering points or deductibles.

The above is only a short description of some of the common terms arising in the sale of middle market companies. Each company and each deal stands on its own merit and has its own issues. As a result, the involvement of knowledgeable accountants, investment bankers, attorneys, and other experts is paramount.

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Is your company preparing for an Initial Public Offering (IPO) or contemplating a merger or acquisition? Are you just setting out and looking to raise capital or facing recapitalization? No matter how simple the transaction, it’s easy to make a mess of things very quickly—if you don’t know what you’re doing.

Helping Finance & Transaction Matters for Over 15 Years

At Kahane Law Group, our legal team has been helping businesses in Houston, the United States, and throughout the world as they navigate complex, corporate transactions for more than 15 years. Our Houston corporate law attorney can do the same for you.

Call us at +1(281)-619-1702 to schedule your case consultation today.

Leave the Legal Matters to Us

Whether yours is a domestic or foreign company, there is no shortage of hoops to jump through to remain in good corporate standing. You could try to stay on top of every compliance issue yourself, but doesn’t it make more sense to lean on the wisdom of a corporate law professional? What may be new to you is certainly not new to our Houston corporate lawyers.

We can help walk you through:

  • Contract negotiations
  • Purchase and lease agreements
  • Joint ventures
  • Franchising
  • Securities offerings
  • Initial Public Offerings (IPOs)
  • Foreign investment transactions
  • Mergers, acquisitions, and much more

On the financing side, Houston corporate law attorney, Marc Mann, at Kahane Law Group assists corporations raise public or private capital, manage funding sources, secure bank loans or credit agreements, and maximize capital structure—without falling prey to taxation pitfalls. If you can’t afford an in-house corporate attorney but require ongoing legal advice, our contracted general counsel services are a great way to gain full-service law firm resources without the full-service law firm cost! Our general counsel plans allow your company to obtain all the legal services that you need for a fixed monthly rate, no matter how much work you have.

Serving Your Corporate Needs

To learn more about how Kahane Law Group can serve your one-time or ongoing corporate needs—for a fair and transparent fee—call our Houston corporate lawyers today to schedule a confidential consultation.

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12246 Queenston Blvd, Houston, TX 77095
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