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The Securities Law Practice Section of the Marsalese Law Group focuses on providing experienced, professional representation in all matters involving the securities industry, including private and public securities offerings, reporting companies, stock-based mergers and acquisitions, financings of emerging-growth companies and other corporate finance transactions, as well as counseling of private and public companies, broker/dealers and investment advisers. The Marsalese Law Group clients range from start-ups to established listed companies to emerging-growth companies; entrepreneurs; and private investors. They include public and private corporations, partnerships, broker-dealers, investment banks, investment advisers, registered personnel, public and corporate customers and investors, and other entities.

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The Marsalese Law Group areas of expertise include corporate and commercial transactions, mergers and acquisitions, securities litigation and arbitration, administrative practice before regulatory agencies, and broker-dealer regulation. In addition, we provide guidance to Boards of Directors and corporate managers who now operate in an increasingly complex and changing landscape of securities rules, litigation risks, regulatory oversight and investor scrutiny.

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Securities Law: Issuance, Representation & Litigation

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The Marsalese Law Group has one of the leading securities and shareholder litigation practices and is recognized as a leader in the fight against securities fraud. The Marsalese Law Group has been appointed as lead counsel in class action and other securities related litigation, defining the parameters of the Private Securities Litigation Reform Act of 1995; the application of the anti-fraud provisions of the Securities Exchange Act of 1934; and the liability provisions of the Securities Act of 1933. Courts that appoint the Marsalese Law Group to lead roles in complex litigation have recognized the firm’s reputation for excellence on repeated occasions.

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The firm represents individual investors, retirees, institutional investors, corporate clients, charities, and employee option recipients in matters that require securities arbitration attorneys to evaluate claims arising from stockbroker fraud, broker negligence, and investor fraud. The firm also selectively represents individual employees of brokerage houses on employment issues and other legal matters for the general public.

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The Marsalese Law Group is equally prominent in other types of shareholder litigation; we represent individuals, officers, directors and companies in shareholder related cases, including derivative actions, breach of fiduciary duty and corporate governance issues. The Securities Law Practice Section of the Marsalese Law Group focuses on private and public securities offerings, reporting companies, stock-based mergers and acquisitions, financings of emerging-growth companies and other corporate finance transactions. The Marsalese Law Group has represented private and public companies, broker/dealers, investment advisors, start-ups, emerging-growth companies; angel investors. The Marsalese Law Group has a tremendous breadth of experience and sophistication that crosses all facets of securities litigation. The firm’s securities practice includes regulation, compliance and enforcement issues, as well as internal investigations, professional liability, and white-collar crime.

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The Marsalese Law Group is also active in major securities arbitrations before the New York Stock Exchange, the National Association of Securities Dealers and other self-regulatory organizations.

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Broker/Dealer Compliance

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A specialized area of securities law is the representation of broker/dealer firms. These firms must comply with a myriad of statutes, rules and regulations promulgated and administered by the SEC, the NASD, the NYSE, and SIPC. For over 20 years, the Marsalese Law Group, has assisted in the establishment of new broker/dealer firms, and has advised existing firms on the many legal compliance issues that arise on a daily basis. At the Marsalese Law Group, we have represented broker/dealer firms and registered representative faced with SEC, NASD and investor enforcement actions.

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The Marsalese Law Group advises and defends new broker/dealer firms on the full range of market and regulatory issues. From timely advice on the subtle nuances of a new regulation to a full-court-press response to parallel proceedings, we stand ready to provide clients with a broad spectrum of services on the regional, national and international levels.

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Investment Advisors

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Another specialized area of securities law is the representation of registered investment advisers. At the Marsalese Law Group, we advise clients of all sizes and in all stages of development, from inception and initial registration with either the SEC or applicable state securities law regulators, through multi-state expansion and advisory product innovation. The Marsalese Law Group has assisted numerous advisers in responding to the SEC and working out acceptable solutions to audit issues raised by the SEC.

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Private Placements {Regulation D, Regulation A+ and Crowdfunding}

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An entrepreneur’s introduction to the securities laws often occurs at the time when the early stage business first requires outside capital, perhaps before the business are an attractive candidate for venture capital or other institutional investors. The Marsalese Law Group has advised such businesses in the intricate capital structuring decisions this entails, as well as guiding them through the complex tangle of federal and state securities laws. Whether assisting in the negotiation of an “angel” financing or preparing a formal Private Placement Memorandum for a business seeking to raise funds in a Regulation D private placement, the Marsalese Law Group, has years of experience to draw upon to help our clients fund their businesses.

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Venture Capital

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A venture capital financing is a distinct variety of securities transaction that requires specialized knowledge and legal expertise. The Marsalese Law Group represents both venture capital investors and issuers in convertible preferred stock and other financings of start-up and emerging-growth companies; securities offerings by technology-oriented companies; tag-along rights and other exit strategies. Additionally, we advise clients regarding board voting and control issues; assisting in preparing private placement memorandum; Regulation D and other state and federal securities law compliance.

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Board of Directors Defense Practice

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At the Marsalese Law Group, our board of directors defense practice covers all areas of board representation from counseling the board to representation of board members in civil cases involving allegations of personal liability under an array of provisions in the Securities Act of 1933 (the “1933 Act”) the Securities Exchange Act of 1934 (the “1934 Act”) and related rules and regulations of the Securities Exchange Commission (“SEC”) to representation of board members in alleged white-collar related matters. The Firm vigorously defends its clients during governmental investigations and at trial, as well as counsels and advocates on behalf of our clients in various other proceedings before federal and state courts, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and other federal and state agencies.

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For information on how the Marsalese Law Group can provide professional, effective, and efficient legal advice, contact us anytime at 586-915-2184 or mm@marsalese.com.

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