Wargo French’s corporate practice is national in scope. Our attorneys advise entities, including corporations, nonprofit corporations, joint ventures, limited liability companies, sole proprietorships, partnerships and other business associations on general corporate and partnership issues, marketing and strategic business issues, complex business transactions, mergers and acquisitions and public and private securities offerings. Our attorneys assist established and emerging businesses with their formation, ongoing corporate matters, financing and development. Further, our attorneys assist corporate legal departments by working directly with corporate business personnel to negotiate contracts and to develop corporate business opportunities.
Wargo French's services include:
- Preparing, reviewing and negotiating contracts, including contracts for professional and consultant services, programming services, distribution of products, telecommunication and media services, video content and programing, sponsorship, product purchases and sales, software licensing and website hosting services.
- Advising corporations on a variety of intellectual property issues, including means of protecting intellectual property assets and assisting clients in filing trademark applications. Wargo French clients include both licensors and licensees of software and other technology patents and trademarks.
- Advising clients on transactional matters regarding web site development and web site hosting and assisting clients in preparing web site terms and conditions and privacy policies.
- Advising corporate officers and boards of directors on various matters, including directors’ and officers’ fiduciary duties, officer employment contracts, director interested and conflict of interest transactions.
- Advising clients in private placements of securities, including venture capital financing. Wargo French clients include issuers, registered broker-dealers and investment advisory firms.
- 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 with respect to capital structures, shareholder agreements and other ownership issues, stock redemption agreements, negotiations with investors, and the development of stock-based benefit and incentive plans.
- Advising clients on developing internal programs to educate officers, directors and employees in various aspects of compliance.
- Advising corporations and their officers and directors in matters involving public disclosure and other aspects of ongoing compliance with the federal securities laws, state securities laws and the rules and regulations of NASDAQ and the New York and American Stock Exchanges.
- 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.
- Negotiating underwriting agreements and placement agent agreements, and conducting due diligence investigations.
- Assisting clients on matters relating to disclosure of material corporate developments, Regulation FD, Regulation S-P, and compliance with the reporting requirements of the Securities and Exchange Commission relating to insider trading.
- Preparing periodic reports required under the Securities Exchange Act of 1934 and assisting with compliance with the requirements relating to the disposition of restricted securities.