Areas of Experise

Norman T. Reynolds Law Firm

Organization of Business

Organization of businesses, including the choice of the form of business organization, preparation and filing of necessary organization documents and buy-sell agreements.  Included in these services would be the formulation, when required, of mixed capital structures, including preferred stock and debenture issues, voting trust arrangements and security agreements.

Acquisitions and dispositions of businesses, including stock purchase or asset purchase agreements, leveraged buy-outs, mergers and liquidations.  An integral part of these services is the necessary tax planning to achieve the best possible tax consequences for the client.

Financing of businesses, including equity capital transactions, institutional loans and sale/leaseback transactions.

Private Placement Memoranda

Preparation of private placement memoranda with respect to various types of businesses, including all required forms necessary to be filed with the Securities and Exchange Commission and the requisite state securities commissions, and Regulation S offerings overseas.

Registration Statements, Reverse Mergers, Spin-Offs, and Other Securities Matters

Reverse mergers of private companies into public companies, spin-offs, registration statements under the Securities Act of 1933, including Form S-1, S-4, and S-8 registration statements; all filings required by the Securities Exchange Act of 1934, including proxy and information statements, Schedule 14As and 14Cs, and periodic reports, Form 10-Ks, 10-Qs, and 8-Ks, Form 3s and 4s, and Schedule 13Ds, offerings on the AIM of the London Stock Exchange and the Deutsche Boerse in Frankfurt am Main, Germany, Rule 144 opinions, and general corporate work.

Preparation of Opinions

Preparation of opinions with respect to the transfer of stock pursuant to Rule 144 under the Securities Act of 1933.

Depository Trust Company

Negotiation with The Depository Trust Company with the respect to the removal of a “chill” placed on the trading stock of the client.

Uniform Commercial Code

Advice under the Uniform Commercial Code, including all aspects of sales and secured transactions.

Securities Law Expert Witness

Testified as an expert witness on securities laws.

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