​​​​​​​​​​​​​​​​​ ​THE BOURNE FIRM

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​​​​​​​​​​​​​​Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel. 

The following are examples of THE BOURNE FIRM's experience with respect to securities and how that experience could benefit you:

• ​Advised regarding public company filings, including Forms 10-K, 10-Q, 8-K, 3, 4 and 5 and Schedules 13D, 13G and 14A; listing with Nasdaq and with the New York Stock Exchange (“NYSE”); private equity investments; and complex securities issues, including with respect to the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (“SOX”).
  
• Counseled concerning approximately $100 million initial public offering of common stock, and other initial public offerings, under the Securities Act, as well as a myriad of related matters, including registration statements, listing with NYSE, disclosures, stockholders agreements and the retention of transfer agents and registrar.
  
• Created pragmatic strategy and process for analyzing, and achieving business objectives with respect to, multifaceted private-equity investments valued at over $1 billion, including venture capital, leveraged buy outs, pooled investment vehicles for real estate investments, real property swaps and purchases of real property.
  
• Advised regarding approximately $40 million private equity investment and related agreements, notices and consents, disclosure schedules, due diligence, representations, warranties, indemnities, risks, liabilities, opinions, certifications, approvals, insurance and other issues.
  
• Provided guidance concerning $700 million aggregate principal amount of senior notes to refinance expansion of operations, including standby note purchase agreement in the event of largest customer exercise termination right.  
  
• Counseled concerning a multitude of complex questions with respect to investor relations for public companies, including intricate disclosure matters.
  
• Reviewed and assisted in drafting of initial registration statement, wrap-around prospectuses, debentures and closing documents for, and conferred with underwriters’ counsel and coordinated closings with respect to, shelf offerings of long-term notes, including notes in a $150 million aggregate principal amount.
  
• Reviewed various documents, and worked closely with accounting and finance department and outside counsel and other advisors, regarding $30 million offering of preferred stock.
  
• Researched and advised regarding provisions of Section 16(b) of the Exchange Act, and rules and regulations under that section, in connection with multifaceted allegations of short swing-profits by executive officers.
  
• Devised pragmatic resolution of complex matter involving alleged criminal and civil violations of federal securities law as a result of purported retaliation against employee engaged in protected activity under SOX.
  
• Researched requirements of Regulation U concerning margin stock, and advised regarding practical application of those requirements to the extension of credit secured by that stock.  
  
• Led the drafting and filing of complex securities filings, including the preparation of project plans with specific responsibilities and deadlines for key components of filings, management and review of and adjustments to account for changing circumstances and priorities, and coordination of multiple people, departments and approvals, both internally and externally at a myriad of levels and with a diverse depth of understanding and expertise.
  
• Reviewed, advised regarding and negotiated master stock purchase agreement with international securities firm.
  
• Counseled concerning advisory agreement relating to analysis of debt securities and potential retirement of debt.
  
• Reviewed and negotiated agreement for lending of securities held in custody account.