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Who Are We?
Kranitz and Philipp is a firm concentrating in the areas of securities issues and related matters. The issuance of new securities is a complex process involving many participants and governed by the laws, regulations and rules of a diversity of governmental and industry bodies and jurisdictions. While we are a small firm, our members have dealt in all aspects governing the process of securities issuance from the perspective of the issuing party; the underwriters and the overall underwriting process.
A Practical Orientation
We pride ourselves on assisting our clients to achieve practical results which aid them in raising necessary capital to develop their business while complying with what many find to be a bewildering array of rules and regulations, The conduct of a securities offering requires:
- Planning an effective organizational structure that facilitates future growth
- Designing an offering or series of offerings that appeal to brokers and investors
- Developing documents that reflect a proper level of professionalism and which properly presents both the opportunities and the risks of the investment offered
We help in the planning of the organization or reorganization of the issuer, the design of the specific securities to be employed in each round of investment being sought, and the specific terms of each offering or security employed. Of course, we draft the necessary offering documents and process the resulting offering documents with each of the regulatory bodies who must review or approve it. Our goal is to help raise client's funds promptly and legally.
Compliance with Applicable Laws and Regulations
In addition to preparing the documents in a balanced way, which explains the opportunities as well as risks of the investment, the offering must comply fully with all applicable laws, regulations and rules. That means not merely being registered or exempt from registration and making all disclosures mandated by the antifraud requirements of the law, but it also means designing the terms of each offering to meet the requirements of regulatory bodies like the National Association of Securities Dealers, Inc. who regulate broker conduct. You can't sell the offering unless the brokers are satisfied.
In the course of dealing with securities offerings over a period of 30 years our members have dealt with virtually all of the securities laws including the Securities Act of 1933; the Securities Exchange Act of 1934; the securities statues of most of the 50 states and the guidelines of the North American Securities Administration Association, Inc.; the regulations of the National Association of Securities Dealers, Inc.; the Investment Company Act of 1940, and the Investment Advisers Act of 1940. We have dealt, and routinely deal with all types of offerings both privately placed and publicly registered.
A Broad Variety of Issuers
We have dealt with all types of issuers, including those from start-up through counseling already public companies on ways and means to facilitate their profitable growth through use of securities. Among the types of entities we have advised are corporations, limited liability companies, business trusts and partnerships both domestic and foreign. Over the years we have helped develop mutual funds, hedge funds and securitization programs. We have aided in planning and carrying out business growth programs involving acquisitions, divestiture, new venture developments and we have prepared related proxy solicitations.. We have also helped form and organize broker dealer firms and investment advisory firms. Of course, reviewing business plans, due diligence packages and other supporting documents and counseling on their preparation are a routine part of our practice.
Related Business Transactions
As an integral part of our practice, we have drafted the usual array of transaction-related documents, from the organizational documents necessary to establish all types of business entities (such as corporations, partnerships, business trusts and limited liability companies); underwriting documents of all types and other documents related to the registration of securities or establishment of their exemption from registration requirements; and documents related to transactions that may employ securities as part of their financing plan, such as merger and acquisition documents, shareholder agreements, option agreements, warrants, loan documentation, and a great variety of other business documents. In addition, we have helped as principals to organize new ventures, located securities syndicate members, and served as corporate directors, trouble-shooters and consultants in planning and carrying out campaigns.
Geographic Scope of Business
Like an expanding number of professionals in all fields, we are increasingly finding ourselves operating through electronic communications by telephone, facsimile transmissions and by data transmission on the internet. Securities work by necessity is routinely conducted in multiple states. In addition, the professional relationships are often based upon the expertise of the persons, not their geographic proximity. Consequently, we have found ourselves representing clients from around the United States, including both coasts; and in the past few years? we have been representing firms from foreign countries that have come to the United States to raise capital, including firms from Europe and Central America. Most of the clients come to us by referral from other clients, and most often from brokerage firms. In a virtual world, we often team with others independent professionals on specific projects.
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