M.M. Membrado, PLLC
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Start-Up and Development-Stage Companies
Small To Middle-Market Private Companies
Microcap and Smallcap Public Companies
Private Equity and Pooled Investment Vehicles
Small To Middle-Market Private Companies

Our private company practice is focused on assisting our clients in continuing to develop - and reposition as may be necessary for planned growth, strategic initiatives, or sale — the building blocks of their businesses.  Whether it be in connection with employment related matters, equity financings, asset-based financings, M&A, or the sale of the company itself, we know what is important to private company owners and how to effectively obtain results, even in situations that involve a high degree of confidentiality or sensitive personal and/or interpersonal issues.

One of the most active areas of our practice is in taking U.S. and foreign private companies public through means other than traditional, large-scale, underwritten IPOs. These alternative methodologies include Form 10-SB registrations, Form SB-2 resale registrations, and reverse mergers with public shell companies, in each case coupled with a quotation service or exchange listing. However accomplished, this "going public" process is often executed in conjunction with a syndicated PIPE (private investment in public equity) transaction involving a number of different institutional and other investors, thereby resulting in what is fast becoming known throughout the capital markets as the new "alternative IPO".

In particular, our private company practice provides services to clients in the following areas:

  • General Ongoing Organizational Matters (for Corporations or Limited Liability Companies)
  • Shareholder and Operating Agreements
  • Technology and Other Intellectual Property Management
  • Employment Related Matters
    • Executive Employment Agreements
    • Employee Handbooks
    • Employee Stock / Equity Ownership Plans, etc.
    • Consulting Agreements
  • Corporate Finance
    • Counseling and Advice on Federal and State Sources of Capital
    • Private Offerings
  • Asset-Based Finance and Commercial Credit Facilities
  • Manufacturing, Supply, Distribution and Related Agreements
  • Mergers and Acquisitions
    • Due Diligence
    • Structuring for Corporate / Securities / Tax Objectives
    • Asset Acquisitions
    • Stock Acquisitions
    • Mergers and Share Exchanges
    • Industry Roll-Ups / Consolidations
  • Sale of Company (to strategic buyers, private equity firms or special purpose investment partnerships)
    • Structuring for Corporate / Securities / Tax Objectives
    • Leveraged Recapitalizations
    • Asset Sales / Stock Sales
    • Reverse Mergers Into Public Shells
    • Liquidations
  • Dissolutions
  • Going Public Events
    • Underwritten Initial Public Offerings (IPOs)
    • Self-Directed Initial Public Offerings
    • Form 10 (Exchange Act) Registrations (with or without related PIPE)
    • Form SB-2 Resale Registrations
    • Reverse Mergers (with or without contemporaneous PIPE)


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