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Thomas McJD
Thomas McJD, Attorney
Category: Legal
Satisfied Customers: 6510
Experience:  Legal Expert
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Our company is a C Coporation and plans to move to Nevada.

Resolved Question:

Our company is a C Coporation and plans to move to Nevada. We have been in business since 1996, but operate virtually with no physical presence anywhere.

We plan to raise capital using a Private Placement. How do I find a reputable securities attorney to help us.

Louis Smith
President
CyberCompass Corporation d.b.a. FAPA.aero
Submitted: 1 year ago.
Category: Legal
Expert:  Thomas McJD replied 1 year ago.

TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

I cannot make any specific recommendation, but I can tell you exactly what I would do if I were searching for such an attorney in Nevada. Would you like that information?

Customer:

Yes.

TMcJD :

I would use www.martindale.com to search for such an attorney. That company keeps lists of practicing attorney by location and by practice area. Not only that, but the company spends a considerable amount of time and money contacting peers of attorneys and obtaining ratings for all attorneys. Thus, for example, once an attorney has practiced and developed a reputation in a particular practice area of the law, the attorney will obtain a rating from martindale. An AV rating is the highest rating. A BV rating is a very good but not highest rating. Usually the "BV" rated attorneys are younger and just not quite as experienced -- but still very good.

TMcJD :

I would go to www.martindale.com and look for securities attorneys in the area of Nevada you're looking for. Then I would find 3-4 AV and 3-4 BV rated attorneys. Then I would call each one and try to set up an appointment to talk by phone and go from there. Maybe pick 2-3 to meet with in person and then retain the one you're most comfortable with.

TMcJD :

I have to search for attorneys out of my state of practice all the time. I use martindale.com for that purpose and go through the exact process just explained.

TMcJD :

That gives you a level of comfort knowing the attorneys you're looking at are proven to be good at what they do.

TMcJD :

securities law is one of the specific areas of practice you can search in on the martindale website.

TMcJD :

When you get to the home page, you'll want to click on the advanced search feature to really get all the specifics you want.

Customer:

One of the problems I have is getting answers to two or three fundamental questions before I engage a law firm to help us with the private placement document. The answers to those fundamental questions provide me with a strategy which makes the chance of success more likely. It seems the private placement documents I have read are primarily intended to protect the law firm I hire.

TMcJD :

Yes, that will continue to be a problem unfortunately because a law firm will not be willing to provide legal advice before being retained. Thus, they will not want to answer specific questions about your proposed private placement. It exposes the firm to liability in the event they provide an answer that is incorrect. They won't expose the firm to liability without compensation (i.e. being retained and paid for the answers). Of course, if they are simple matters of a general nature only, then that would be different.

Customer:

So, in order to get two questions answered, I need to retain a law firm. What is a reasonable amount of money to retain them to answer my two questions?

TMcJD :

There's really no way for me to say because it will depend on the specific nature of the question and whether those attorneys could answer them quickly or whether a substantial amount of time would need to be expended in reviewing documents from you and then researching and analyzing the applicable law. It could be anywhere from a few hundred dollars to thousands of dollars. A typical retainer for a complex mater, though, would be around $5,000.

Customer:

I had a lawyer in Georgia who was also a judge presiding over securities law violations. He worked out of his home and his overhead was very law, thus his fees were reasonable. I am never impressed by marble floors, high overhead and expensive wardrobes. Any way I can use Martindale to find that type of lawyer?

Customer:

I am seriously hiring a new lawyer to help me shop for the right firm in Las Vegas, but UNLV won't help me. I am reluctant to use Craigslist, but it sure works with out-of-work musicians :o)

TMcJD :

Sure, you would have to find the names of attorneys first and then go to their websites to get a better feel for how much overhead they might have. For example, an AV rated attorney in securities law with no website might tend to have much less overhead than one with a fancy website. But there's no way to know without calling and talking with them and finally meeting them depending on your comfort level based on phone conversations. I always tell the attorneys I'm looking at what I'm trying to do and ask them if they could give me some sort of estimate on what it would cost to get it done. I tell them I know they can't give a specific quote but just a rough estimate based on their experience so I have something to work from when making a decision whether to hire them or another attorney.

TMcJD :

No, martindale is the gold standard to do what you're wanting to do.

Customer:

So can I hire you to help me find the right firm and get the two questions answered without committing to $20k. The firms won't guarantee me anything, which is understandable, but they expect me to guarantee them the $20k whether the placement flops or not.

TMcJD :

Sorry, I would love to help, but I cannot be officially retained or enter into any type of attorney-client relationship. What I can do for you is limited to the JustAnswer forum.

Customer:

Okay, just answer these two questions:

Customer:

1) I would like to search for prospective investors before I give the law firm $20k. All I need is a comfort level with the number of prospective investors in Nevada. I want to keep it legal, but I don't want to waste $20k of my company's money. Is that possible?

Customer:

2) We currently have 16 shareholders and two of them are over the age of 72. I want to offer the older shareholders a way of liquidating their shares as part of the placement. Is that legal?

Customer:

By the way, how much have you earned from this chat so far?

TMcJD :

To my knowledge, yes you can do both of those things without first retaining a law firm.

TMcJD :

I don't earn anything from a chat unless I receive a positive rating from you.

Customer:

So, if I click on the Excellent Service face, how much have I spent?

TMcJD :

$44

Customer:

So, how much money would you be willing to spend to get those two legal questions answered. This is like pulling teeth!

TMcJD :

What is the net benefit to your company in getting new investors -- what capital are you hoping to raise when bringing in new investors?

Customer:

Our company specializes in providing career and financial advice to professiional pilots. It is growing and profitable. As CEO I plan to expand its scope by adding other professions, such as architects and veteranarians. That will take significant operating capital. I plan to raise approximately $1 million with a Nevada-only offering. My exit strategy for the investors is probably to sell out to a larger firm. An IPO would probably be a long shot, so I'm not counting on that given the legal complexities and expense.

TMcJD :

Well, honestly I would be willing to spend between $10-20,000 no problem for an influx of that investment capital. You're talking only a cost of about 1-2%. There are firms outside of Nevada that could assist you with a private placement memorandum for less than $20,000 but they probably wouldn't have contacts with local investors.

TMcJD :

for example, this firm says it can do the PPO for $8,000 in most cases:

TMcJD :

http://centarusps.com/legal-services/flat-fee-ppms/

Customer:

I am willing to spend 2% of the money raised, but the problem is the 2% is up front. It just seems ludicrous that I can't pay a law firm enough money to get two questions answered without guaranteeing them $20k of my company's money. If the placement fails, it's no longer "just" 2%.

TMcJD :

Yes, that is true, but I don't know of any firm that would base its fee on the contingency of a successful offering.

Customer:

I won't need the law firms contacts with local investors. My target is airline pilots who reside in Nevada. Most of them have heard of our company and would view it with trust.

TMcJD :

Certainly, though, if you explained that you were reluctant to engage a firm for a PPO prior to getting some other information first, you should be able to retain the firm for a much lower fee to obtain that information.

TMcJD :

Then, you might consider contacting the firm at the website I provided.

TMcJD :

You could also just search for private offering firms using google and see what comes up. That might get you to a few promising places. Then, you could check out those attorneys on martindale.com as a measure of ensuring they are good at what they claim they are good at.

Customer:

I am not looking for a law firm who will accept the placement on a contigency. I just would like those two questions answered at a reasonable price, but it seems like it's not possible after chatting with you.

TMcJD :

No, I would think you can do that, but it will take calling around and telling them you have the PPO in mind but want some other questions answered first, would like to retain a firm for that advice/information, and ask about cost estimates to help in determining who you should engage.

Customer:

I think you have earned your money, so I will follow your directions and see what turns up. So how do I choose you for future chats? Is that possible?

TMcJD :

Yes, it is. When you log into your account, you should see my profile there as an expert that has previously assisted you. You can then make a specific request for me. You can also begin your new question with "To TMcJD only." That will ensure no other expert tries to jump in. Thanks and have a great day!

Customer:

How do I get a transcript of this thread?

TMcJD :

The best way I know is to simply print it using your web browser's "file" and "print" command.

TMcJD :

But logging into your account should also allow you to get back to the question anytime you want.

Thomas McJD, Attorney
Category: Legal
Satisfied Customers: 6510
Experience: Legal Expert
Thomas McJD and 13 other Legal Specialists are ready to help you
Expert:  Thomas McJD replied 1 year ago.
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