Wargo French

Distinction with a Difference

Corporate Governance and Private Equity

Wargo French attorneys have extensive experience with representing clients on general corporate formalities, corporate compliance and securities.  We advise boards of directors, special committees and executive management regarding their fiduciary duties and corporate governance best practices.  Specific corporate governance and compliance counsel that we routinely provide includes:

    • Advising clients across industries on general corporate governance issues, including board formation and resolutions, corporate filings management and corporate structure and reorganization.
    • Advising clients on entity formation, organizational documents and corporate governance, including, without limitation, drafting resolutions, bylaws, operating agreements and related documentation.
    • Advising clients with respect to capital structures, shareholder agreements and other ownership issues, lost stock certificates, stock redemption agreements, negotiations with investors, and the development of stock-based benefit and incentive plans.
    • Advising corporate officers and boards of directors on various matters, including directors’ and officers’ fiduciary duties, officer employment contracts, and conflict of interest transactions.
    • Providing clients with strategic advice in connection with capital funding, investment opportunities and performance warrants, including drafting and reviewing financing documents, subscription agreements, warrant issuances, and related transaction documents.
    • Advising clients on structuring series financing rounds and drafting related documentation, including, without limitation, advising on preferred rights and grants, redemption of stock, exercise of warrants and securities implications.
    • Assisting clients in registering as broker-dealers and investment advisers and advising such clients regarding ongoing compliance with applicable rules and regulations.
    • Advising issuers, underwriters, selling shareholders, venture capital firms and others in public and private transactions involving the offering and sale of equity securities and debt.
    • Advising clients on developing internal programs to educate officers, directors and employees in various aspects of compliance.
    • Assisting clients with registering offerings of securities with the Securities and Exchange Commission and state securities commission, including advising clients as to federal and blue sky law exemptions and drafting prospectuses, offering memoranda and other disclosure documents.