Corporate Finance and Securities
Schlueter & Associates has the knowledge and expertise to advise businesses on sophisticated corporate finance and securities matters. Our extensive experience in matters involving the Securities and Exchange Commission has been gained not only from our experience and interaction with the SEC, but also through our the experiences of our lawyers who previously held positions there. We regularly assist clients of all types and at different stages of growth in accessing financing from the public and private capital markets. Our attorneys have extensive experience in serving as counsel to underwriters, placement agents and issuers in connection with public primary and secondary offerings and private placements of a variety of debt and equity securities. With our extensive knowledge of the Securities Act of 1933 as amended, the Securities Exchange Act of 1934, state "Blue Sky" laws, and the rules of the Financial Industry Regulatory Authority ("FINRA"), we regularly provide advice on disclosure and regulatory matters and assist our clients in all aspects of the preparation and processing of registration statements and ongoing reporting requirements. We have an active broker-dealer practice, advising our broker-dealer clients on a wide range of issues, including the issuance of securities, regulatory investigations, customer inquiries and general brokerage and sales practices.
Corporate Law
The corporate practice of Schlueter & Associates includes both national and international clients ranging from emerging growth companies to established businesses. Many of our clients are listed on the American Stock Exchange, the Alternative Investment Market ("AIMS") in the UK, and the over-the-counter market in the U.S. We assist our clients through all phases of their growth and development. We are accustomed to working closely with our clients' management teams in the:
Selection and formation of business entities.
Preparation of documentation for their corporate governance.
Fulfillment of all disclosure requirements.
Protection of their intellectual property.
Preparation of joint venture Agreements.
Preparation of employment agreements and licensing agreements.
Negotiation and consummation of stock and asset purchase transactions, mergers and acquisitions, strategic alliances, venture capital investments and restructuring.
Various other matters.
Private Equity and Investment Funds
Schlueter & Associates has helped clients raise, invest and realize hundreds of millions of dollars. We have provided legal advice for various alternative investments, including private equity funds, hedge funds, real estate funds and distressed funds from both a domestic and international perspective. We establish and represent private U.S. and offshore investment funds. We represent various sponsors and investors with all types of investors and funds, focusing on all stages of investment and all types of industries. We assist our clients in analyzing the complex issues and challenges of the global financial marketplace. We offer a broad array of services including structuring and negotiating the terms of investment funds, evaluating, structuring and negotiating private equity-style investments as well as advising on various regulatory issues associated with these investment structures. We also advise our alternative investment clients on corporate matters relating to insider trading, conflicts of interest, fiduciary duties and other legal issues that arise in the operation of alternative investment funds.
Global Markets & Listings
Schlueter & Associates routinely advises international corporations, as well as U.S. companies interested or actively engaged in international business. We have advised private equity funds and entities on cross-border transactions in China as well as for Chinese companies that desire to seek capital and list on stock exchanges in the United States.
Corporate Governance
In 2002, the Sarbanes Oxley Act was passed changing the corporate governance landscape. It imposed many new requirements and criminal penalties on public companies and their officers and directors for non-compliance. We help our public company clients comply with the Sarbanes Oxley Act by auditing their policies and procedures and advising the board of directors and suggest changes to ensure compliance. These changes include compliance guidelines and programs, CEO/CFO certification, disclosure compliance, trading policies, enhanced protection of whistleblowers, director independence and committee charters (audit, compensation, nominating and corporate governance). Corporate governance issues also encompass relationships with stockholders, executive succession, executive compensation and compliance with stock exchange and state law requirements.
Corporate Investigations
Schlueter & Associates conducts internal investigations on behalf of corporations and special and audit committees of corporations, including those focusing on allegations of breach of fiduciary duty, securities law violations and other matters. We have performed discreet internal investigations for individuals, corporations and broker-dealers during various phases of SEC investigations.
International
Schlueter & Associates assists clients in cross-border securities, offerings, joint ventures, restructurings, divestitures, project financings, leveraged buyouts, capital markets transactions and mergers and acquisitions. Schlueter & Associates lawyers have cross-cultural and bilingual backgrounds coupled with extensive international business experience. We have negotiated and drafted numerous distribution, sales and manufacturing agreements for our international clients. We have helped our clients to cultivate European-American and Asian-American business partnerships leading to new markets for American companies and their products and services throughout the European Union and Asia. We have represented China, Hong Kong, Canadian and German companies in public and private financings, both in the United States and in non-U.S. markets, and with the listing of those company’s securities for trading in the United States securities markets. We have also served as U.S. counsel for clients listed in the U.K on the Alternative Investment Market. Through their extensive experience doing business in Canada, Europe and Asia, our lawyers have valuable affiliations with lawyers and industry leaders throughout China, Hong Kong, Canada, Germany, and other European countries. Schlueter & Associates sponsors an internship program for German law students, thereby expanding its contacts with both European lawyers and law firms. We actively cultivate these associations to increase our ability to serve clients in the area of international trade.
Mergers and Acquisitions
Schlueter & Associates offers its clients comprehensive merger and acquisition services. In these transactions, we provide value-added counsel to all parties – buyers, sellers, controlling shareholders, boards of directors, special committees, lenders and equity participants. Our experience includes various types of merger and acquisition transactions, including negotiated transactions, leveraged buyouts, “going private” transactions, joint ventures and strategic alliances, and tender offers involving public and privately held companies in the United States and in Asia and Europe.
SEC and FINRA Investigations
Schlueter & Associates offers clients representation in connection with SEC and FINRA formal and informal investigations. We routinely represent companies, officers and directors, investment banks, hedge funds, private equity firms, accounting firms and insurance/investment product companies in SEC enforcement actions and investigations. We take a practical approach, combined with experience and a proven track record to achieve excellent results for clients throughout all phases of enforcement actions and investigations.
Estate Planning
Schlueter & Associates provides comprehensive representation on estate planning and wealth management matters to families and individuals, including expatriates living abroad, estates and trusts, family offices, closely-held businesses and foundations internationally and in the United States. Our estate planning services include comprehensive planning, preparation and implementation of trusts, wills and other appropriate documents, while balancing our clients’ interest in limiting estate and gift taxes with their overall financial and family needs in the process. We also counsel our clients on many other related wealth planning issues, including wealth management and preservation, fiduciary obligations, trust and estate administration, philanthropic planning, foundation management, business succession planning, marital agreement planning, and family office management.
Commercial Debt Collections
Schlueter & Associates offers companies located in China, Hong Kong, and other foreign jurisdictions effective commercial debt collection services. We deliver professional pre-litigation debt collection and when necessary, related litigation services of commercial claims via our law firm and network of collection attorneys throughout the United States.
Our Debt Collection Services Include:Pre-litigation dispute resolution, negotiation and collection of claims.
Client driven customer service or aggressive outsource solutions.
Creditor litigation, pre and post-judgment remedies.
Asset searches.
Foreign judgment domestication & collection.
Non-judicial work-outs, renegotiation, restructuring.
Promissory note enforcement, and
Secured collateral recovery.