Category Archives: Attorney – Public Securities Practice

Shanita Nicholas

Shanita Nicholas

Associate

Shanita Nicholas

Direct Voice: 818.444.45
Direct Fax: 818.444.63
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Shanita Nicholas is an associate of the Firm.

Shanita’s practice focuses on corporate transactions, corporate governance, mergers and acquisitions matters and other general corporate and business matters. Prior to joining the firm, Shanita worked at international law firms within mergers and acquisitions for middle market private equity clients and within derivatives and mergers and acquisitions for large private equity clients. Prior to her legal career, Shanita worked as an IT consultant at Booz Allen Hamilton, where she acted as a liaison  between government clients and technical specialists.

Shanita is founder of the Los Angeles Black Investors Club and a member of the Los Angeles Venture Association.

Shanita received her B.S. in Chemical Engineering from Columbia University and her JD and MBA from Columbia University Schools of Law and Business, where she served as Operations Editor of the Columbia Business and Law Review. She is admitted to practice law in the State of New York and is pending admittance to the bar of the State of California.

practice & experience

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Kelly S. Laffey

Kelly S. Laffey

Associate

Kelly S. Laffey

Direct Voice: 818.444.4538
Direct Fax: 818.444.6338
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Kelly Siobhan Laffey is an associate of the firm.

Kelly counsels clients on issues related to corporate governance, mergers and acquisitions matters, and securities regulation and compliance. She also assists with financing for large private corporations, and entity formation and succession planning for professional services firms.

Kelly provides general business counseling on a variety of up-and-coming regulatory issues for small and emerging companies that offer commercial services, allowing them to explore new business opportunities in various states.

Drawing on her diverse work experience in the entertainment arena, including time spent with talent agencies, and music and television production companies, Kelly also assists on matters related to licensing, marketing, and exploitation of intellectual property rights.

Kelly received her B.A. in Media Studies and Organizational Communication, from Emerson College in 2008 and her J.D. from Loyola Law School in 2013. She is admitted to practice law in the States of California and Missouri.

practice & experience

  • Mergers and acquisitions;
  • Entity formation and corporate governance matters;
  • Venture capital financings;
  • Stockholder agreements; and
  • Commercial contracts, including licensing agreements, distribution agreements and consulting agreements.

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Caroline Cherkassky

Caroline Cherkassky

Senior Counsel

Caroline Cherkassky

Direct Voice: 818.444.4540
Direct Fax: 818.444.6340
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Caroline Cherkassky is senior counsel of the Firm.

Caroline’s practice focuses on advising emerging growth, development stage, and middle market companies on a variety of matters, including venture capital and other financings, employee compensation, securities laws compliance, technology transactions, corporate governance, and other general corporate matters. She also advises the funds and other investors that invest in these types of companies.

Caroline received her B.A. in Economics from Stanford University and her J.D. from Stanford Law School. She is admitted to practice law in the State of California.

practice & experience

  • entity formation and corporate governance matters;
  • serving as outside general counsel to early stage companies;
  • venture capital financings;
  • stockholder agreements;
  • executive employment and compensation;
  • equity incentive plans;
  • securities laws compliance;
  • technology licensing; and
  • mergers and acquisitions.

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Nick C. Feldman

Associate

Nick C. Feldman

Direct Voice: 818.444.4541
Direct Fax: 818.444.6341
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Nick C. Feldman is an associate of the Firm. Nick’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters.

Nick also serves as an Adjunct Professor at Loyola Marymount University, where he lectures on media law topics.

Nick received his B.A. from the University of Washington and his J.D. from Loyola Law School, where he was Editor-in-Chief of the Loyola of Los Angeles Entertainment Law Review and a recipient of the Otto Kaus Award for Excellence in Legal Scholarship. He is admitted to practice law in the State of California.

practice & experience

  • mergers, acquisitions and divestitures;
  • capital formation, venture capital and financing transactions;
  • commercial contracts, including license agreements, distribution agreements and consulting agreements;
  • entertainment contracts;
  • executive employment agreements;
  • acting as strategic counsel to a variety of privately held technology companies;
  • advising public and private companies on general corporate matters, including formation, commercial contracts, licensing transactions and compensation matters.

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Louis A. Wharton

STUBBS-042

Partner

Louis A. Wharton

Direct Voice: 818.444.4509
Direct Fax: 818.444.6309
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Louis A. Wharton is a Partner of the Firm and Director of the Preccelerator Program. Louis’ practice focuses on advising startup, emerging growth and middle market companies across a spectrum of industries in securities compliance, corporate finance, mergers and acquisitions and general corporate matters.

He counsels clients in the technology, internet/e-commerce, pharmaceutical, apparel and entertainment industries, among others.

Louis serves as a member of the Board of Directors of the Los Angeles Venture Association (LAVA), and previously served on the San Fernando Valley Bar Association Board of Trustees and the Executive Committee of ProVisors’ Technology Group.

Louis received his A.B., cum laude, from Harvard University and his J.D. from Stanford Law School. He is admitted to practice law in the State of California.

practice & experience

  • advising the Firm’s public clients on a variety of ’33 Act and ’34 Act work, including reviewing and filing registration statements and current, quarterly and annual reports;
  • structuring and negotiating public offerings and private placements of both equity and debt securities, including PIPEs and angel and venture backed transactions, for the Firm’s private and public clients;
  • strategizing with and negotiating on behalf of the Firm’s clients on a variety of public and private mergers (including reverse mergers), strategic stock and asset acquisitions and divestitures, both buy- and sell-side; and
  • counseling the Firm’s clients on other aspects of their business activities, including commercial transactions, incentive compensation and corporate governance.

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John McIlvery

John_McIlvery

Partner

John McIlvery

Direct Voice: 818.444.4502
Direct Fax: 818.444.6302
Mobile: 626.705.0758
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John McIlvery is a founder and partner of the Firm.  He chair’s the Firm’s Public Securities practice group.

John’s practice is focused on corporate securities, mergers and acquisitions, venture capital financing, and general corporate and business matters.

John has represented clients in a wide variety of industries and businesses, including Internet and e-commerce, apparel, medical device, semiconductor, biotech, entertainment, technology and manufacturing. He has represented these companies from inception through initial and start-up financing, venture capital financing, initial public offering and ultimate sale.

John received his B.A., summa cum laude, from the University of Southern California and his J.D. from the Boalt Hall School of Law, University of California at Berkeley. He is admitted to practice law in the State of California.

practice & experience

  • private placements of equity and debt securities, including venture capital and angel financings, PIPEs, initial public offerings, secondary offerings, Rule 144A debt offerings and other capital market transactions;
  • public and private company mergers and acquisitions, including tender offers and going private transactions;
  • strategic partnering arrangements and other joint ventures;
  • a wide range of general corporate issues, including executive employment agreements, stock incentive plans, licensing agreements, and various commercial contracts; and
  • all aspects of securities law compliance and corporate governance matters for publicly-held companies.

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Jonathan Friedman

Jonathan_Friedman

Partner

Jonathan Friedman

Direct Voice: 818.444.4514
Direct Fax: 818.444.6314
Mobile: 818.625.0408
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Jonathan Friedman is Partner at the law firm of Stubbs Alderton & Markiles, LLP.

Jonathan advises a wide range of both public and private clients, including development-stage, emerging-growth and middle-market companies as well as angel investors, venture capital firms and strategic investors. Jonathan’s practice focuses on venture capital and corporate finance, intellectual property licensing, mergers and acquisitions, securities law and general corporate and business matters. Jonathan has represented corporations and other entities in a wide variety of industries, including Internet and e-commerce, apparel, medical devices, entertainment and high technology.

Jonathan has substantial experience managing a variety of strategic transactions, including angel and venture capital financing transactions, private equity and debt financings, mergers and acquisitions in the public and private markets and offerings by public companies. In addition, Jonathan counsels companies in connection with SEC reporting requirements and registrations, federal and state securities laws, corporate governance issues, joint ventures and strategic alliances and commercial contracts. Jonathan also has expertise advising companies in their formation process as well as on intellectual property matters including patents, trademarks, copyright and trade secrets.

Jonathan is a member of the Executive Committee of the Canadian California Business Council, an entity that was formed to support Canada and California businesses growth. The Council aims to use its membership network to connect bi-lateral opportunities that will result in the job creation, investment connection and trade partnership support.

Jonathan received his Bachelor of Applied Science in Mechanical Engineering in 1998, his M.B.A. in 2002, and his J.D. in 2002, all from the University of Toronto. Prior to joining the firm in 2005, Jonathan was an associate at Testa, Hurwitz & Thibeault, LLP in Boston.  Jonathan is admitted to practice law in the States of California, New York and Massachusetts.

practice & experience

  • debt and equity financings
  • seed and venture capital financings and other private placements
  • mergers, acquisitions and divestitures
  • limited liability company (LLC) operating agreements
  • stockholder agreements
  • buy-sell agreements
  • secured lending transactions
  • financial restructurings
  • brand development and licensing
  • technology licensing and IP protection
  • marketing and endorsement agreements
  • manufacturing and distribution agreements
  • securities regulation
  • executive employment agreements
  • options, profits interest and other equity incentive plans
  • 34 Act compliance
  • corporate governance
  • website compliance
  • commercial contracts

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Adam C. Bagley

Adam_Bagley

Senior Counsel

Adam C. Bagley

Direct Voice: 818.444.4524
Direct Fax: 818.444.6324
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Adam C. Bagley is senior counsel of the Firm.

Adam’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, joint ventures, private equity transactions, public and private debt finance and general corporate representation for both public and private companies. In addition, Adam assists clients with general securities law compliance, corporate governance issues and general corporate matters. Adam also advises entrepreneurs as well as development-stage and emerging-growth companies on business formation issues.

Adam received his B.S. in Business Management, cum laude, from Brigham Young University in 2005 and his J.D. from Harvard Law School in 2008. He is admitted to practice law in the State of California.

practice & experience

Mergers and Acquisitions

  • Representation of a gaming company in the sale of key operating assets in the aggregate amount of $772 million.
  • Representation of majority shareholders of a privately held professional sports franchise in connection with the sale of equity interests in aggregate amount of $340 million.
  • Representation of an investment group in the purchase of an interactive gaming software company in the aggregate amount of $21 million.
  • Representation of an entertainment company in the purchase of a sports production company in aggregate amount of $1 million.

Early Stage and Venture Capital Financings

  • Representation of a production company in a Series A preferred stock offering to certain investors in aggregate amount of $1.5 million.
  • Representation of a design company in a Series B preferred stock offering to certain investors in aggregate amount of $4.5 million.

Capital Markets and Securities

  • Representation of issuer in a Rule 144A offering of high-yield debt in the aggregate amount of $250 million. Concurrent cash tender offer and consent solicitation of senior and senior subordinated debt in the aggregate amount of $255 million.
  • Representation of multiple public companies regarding securities law regulations, disclosure issues and ongoing securities law compliance matters, including interactions with the Securities Exchange Commission.

General

  • Representation of public and private companies regarding strategic transactions.
  • Representation of public and private companies on general corporate matters, including formation, commercial contracts, compensation and corporate governance.

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