Capital

At STUART | MOORE | STAUB, we recognize the critical importance of raising capital and the lasting impact that a capital raise may have on a business’ life cycle. We have assisted a wide array of clients, including financial institutions, technology companies, emerging growth companies and real estate businesses with respect to raising capital by way of offerings of common and preferred stock,

warrants, convertible securities and debt offerings, as well as capital raises in connection with government investment, including the Troubled Asset Relief Program Capital Purchase Program and Small Business Lending Fund.

Issue

STUART | MOORE | STAUB’s extensive background in securities offerings allows us to provide efficient and technical advice while representing the issuers with respect to the following transactions:

Initial public offerings;
Follow-on public offerings;
Private placement and Regulation D offerings;
Venture capital and private equity investment transactions;
Exchange Offers;
Tender offers; and
Going private transactions.

Our securities services in connection with the foregoing transactions include the following:

Due diligence, pre-transaction market analysis and strategy services to assist the board of directors and management with respect to developing the terms of the offering, including security features, pricing and offering size;
Preparation and submittal of all necessary regulatory applications, approval requests, stock permits and requests for non-objection;
Preparation of all documentation in connection with securities offerings, including registration statements, private placement memoranda, offering circulars, disclosure books and stock purchase agreements;
Preparation and submittal of all filings required by the Securities and Exchange Commission, FINRA, the California Department of Corporations, the California Department of Financial Institutions and other state and federal regulators;
Negotiation of engagement agreements with other professionals, including representing issuers with respect to contracts with investment bankers;
Coordination with board of directors and executive officers regarding management of capital raises, including communications with all federal and state governmental agencies, conduct during securities offerings, material business activities that require updates to offering documentation, board of director involvement in marketing, public relations efforts, and press releases following closing; and
Collaboration with investment bankers, accountants and transfer agents to facilitate effective transactions, including timely closings, efficient collection of proceeds and distribution of stock ownership documentation to investors.

Invest

In addition to representing issuers, STUART | MOORE | STAUB serves as counsel to individual investors as well as institutional investor funds desiring to make capital investments in large institutions, including banks and bank holding companies. Our firm’s deep roots in banking transactions allow us to navigate the regulatory landscape of high finance and effectuate the goals of investors. Our investor representation includes the following services:

Solicit and obtain regulatory approval of sizable institutional investment in various financial institutions;
Negotiation, documentation and management of investment transactions with respect to banks and bank holding companies, including acting as deal counsel as well as counsel with respect to necessary approvals for participation as a board member or member of committees of the board of directors; and
Advise and represent investors with respect to applications to take significant control of financial institutions.