Capital, Equity, and Investor Relationships
Securities Law
We advise businesses and investors on the securities side of raising capital, structuring equity, and buying and selling interests in privately held companies.
What This Work Actually Involves
Securities Questions Rarely Arrive Alone
Most securities work we handle sits alongside something else: a lending facility, an acquisition, an incentive plan for key employees, or an investment in a closely held company. The securities analysis is not the deal, but it determines whether the deal can be done the way the parties intended.
That means the work is usually preventive. The question is not whether an offering was registered after the fact, but how to structure it so registration is not required, how to document it so the exemption holds, and how to write the governance terms so the parties understand what they agreed to three years later when circumstances have changed.
Private placements and exempt offerings
Structuring and documenting offerings of equity and debt in privately held companies, including the exemption analysis that keeps an offering out of registration and the records that support it.
Equity and incentive compensation
Stock incentive plans, option grants and profits interests, along with the vesting, valuation and control questions that follow once key employees hold equity.
Investor and shareholder agreements
Subscription agreements, operating and shareholder agreements, transfer restrictions, and the governance terms that determine what a minority holder can and cannot do.
Diligence before capital is committed
Reviewing the corporate, contractual and regulatory record before a client invests, and identifying what has to be corrected before closing rather than after.
Securities aspects of acquisitions
Where a transaction is structured as a purchase of equity rather than assets, the securities analysis that has to accompany it.
Multi-jurisdiction investor groups
Coordinating an offering across investors in several states, where more than one body of law applies to the same transaction.
Representative Experience
Matters We Have Handled
Minority investment in a professional sports organization
Represented a multi-state group of minority investors in the acquisition of interests in a professional sports organization. Valuation, diligence and confidentiality constraints were managed across five jurisdictions.
Reese Serra
Healthcare and pharmaceutical investment program
Represented a serial entrepreneur across a series of lending and acquisition transactions in the healthcare and pharmaceutical sectors, spanning Michigan, Florida and Texas. The work combined securities, contract and acquisition issues across multiple closings.
Reese Serra, Brian Harrison and Matt Wozniak · 2025–2026
Stock incentive plan for a multi-state company
Drafted and implemented a stock incentive plan for a privately held company operating in Florida, Michigan and New York, reconciling competing interests among key employees and team leaders. The plan was adopted.
Reese Serra · 2024
The matters described above are examples of work performed by The Private Firm. Client identities and identifying details have been omitted or generalized. Every matter turns on its own facts and its own law. Prior results do not guarantee, predict or imply a similar outcome in any future matter. Nothing on this page constitutes legal advice or creates an attorney-client relationship.
Who Handles This Work
Securities Counsel at The Private Firm
Securities matters at the firm are handled by attorneys who also handle the underlying transaction, so the securities analysis and the deal terms are developed together rather than in sequence.