Areas of Practice
Corporate Law
Laffay Law PLLC offers outside general counsel services and handles the day-to-day legal work of emerging growth companies and small-to-medium size companies. The Firm advises on business entity formation, capital structure, and general corporate governance matters.
We
● help you select the right corporate structure and jurisdiction of formation
● prepare your formation documents under New York and Delaware law
● structure equity ownership and vesting matters
● draft your shareholder resolutions and board resolutions
● equip your company with bylaws and shareholder’s agreement
● provide outside general counsel services to handle day-to-day legal matters so that you may stay focused on growing your business
Capital Raising
When companies consider raising capital (through the issuance of equity, debt, convertible debt, SAFEs or other securities instruments), the Firm facilitates the negotiation and the drafting of complete offering documents, and ensures that capital formation activities are conducted in compliance, including in the blockchain space.
We
● advise and consult with respect to our clients’ capital raising strategy and long-term goals
● provide guidance on the appropriate offering structure and exemption for each client’s unique requirements, including under Section 4(a)(2), Rule 504, Rule 506(b), Rule 506(c), Reg CF, and Reg A
● prepare the securities instruments to be use in connection with your private placement (e.g. stock purchase agreements, convertible promissory notes, SAFEs, warrants)
● draft your comprehensive private placement memorandum and related documentation
● conduct the appropriate regulatory filings (including Form D and state blue sky notice filings)
● help you select the third-party providers that you need (Broker-Dealer, Funding Portal, online investment website, Transfer Agent, CPA)
● advise on marketing activities
● assist with the tokenization of your securities offering as a part of our blockchain services
Intellectual Property
With an intense focus on innovation, Laffay Law PLLC helps safeguard the value and protection of your IP assets, identifying, protecting and transferring trademarks, copyrights, and other intellectual property rights. We offer transparent and affordable options specifically designed for your business goals.
We
● advise clients in connection with their intellectual property strategy
● identify protectable and available trademarks
● prepare and file trademark applications with the USPTO
● draft your assignment, transfer, licensing and royalty agreements in connection with existing intellectual property rights
● keep you fully informed and guided on the best practices relating to intellectual property protection
Regulation Crowdfunding
(Reg CF) Offerings
Laffay Law PLLC is a proud participant and advocate of the crowdfunding space. For US companies considering raising up to $5,000,000 in capital from both non-accredited and accredited investors pursuant to Regulation Crowdfunding (Reg CF), the Firm assists and guides at every stage of your campaign.
We
● assist our clients as they select a broker-dealer or a funding portal, as well as other key vendors
● help determine the type and the terms of the securities instrument to be offered to investors
● advise on opportunities for combined offerings to accredited investors under Reg D and non-accredited investors under Reg CF
● prepare comprehensive offering documents, including the company’s Form C, Form C-U, Form C/A
● conduct the required filings with the Securities and Exchange Commission (SEC)
● advise on marketing activities
● prepare and file our client’s annual reports of Form C-AR and ensure that our clients stay compliant upon the completion of their equity crowdfunding campaign.
Your business in the US
Laffay Law PLLC strongly believes in the necessity of a well-integrated, diverse startup ecosystem that reflects America’s immigrant history. Whether you are starting a new business or expanding existing operations, the Firm can help you break into the US market. The Firm is proud to serve US and foreign entrepreneurs and can assist you with the formation of a stand-alone entity, a US subsidiary or, alternatively, structure a joint venture as needed.
We
● guide you as you select the right business structure
● draft all necessary legal documents to form your business
● structure the cross-border business asset transfers that will facilitate your long-term goals
● prepare applicable inter-company agreements between the foreign entity and the newly formed US entity
● structure your capital raising activities (including under Reg D and Reg S)