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Nancy Fallon-Houle is a corporate and securities attorney, with over 30 years' experience in representing small businesses, including entrepreneurs, start-ups, early stage and emerging growth companies, established small businesses with revenue, and SMBs, in their business law and corporate law matters, acquisition transactions M&A, and in their stock and equity offerings. This boutique corporate, M&A and securities law practice represents new and existing businesses in their business formations, business transactions, buying a business, selling a business, business acquisitions M&A, investor capital raises, and securities law compliance. We are located in Downers Grove, Illinois, in west suburban Chicago.
· We form new businesses.
· We prepare and negotiate business agreements, handle corporate maintenance, and other corporate matters for small business, and for entrepreneurial and growth companies, and established businesses.
· We represent sellers of small businesses in acquisition transactions (M&A transactions), or who are splitting up a business among the business partners. We help the seller company prepare for sale, field the buyer’s offers to purchase, prepare the Letter of Intent to buy their business, guide them through due diligence, negotiate an Asset Purchase Agreement or Stock Purchase Agreement, and close the acquisition transaction.
· We represent buyers of small businesses in acquisition transactions (M&A transactions) · We counsel, and prepare documents for, parties who are buying a business, or who are splitting up a business among the business partners.
· We assist with shareholder or partner buy-outs or redemptions.
· We handle legal matters for early to-mid-stage companies that contemplate raising equity capital from private investors. We guide and advise companies that are planning for later funding through venture capital investments, strategic partnerships, acquisition or IPO. We effect the long-term legal and business preparation for those later offerings or financings.
· We handle securities law compliance for private offerings, for private hedge funds, for investment advisers, for Regulation D issuers, for SEC EDGAR filers, and Blue Sky (state securities registrations) for private placements and public offerings.
· We counsel and prepare the company in fielding and surviving the due diligence of investors, business buyers, customers, suppliers, business alliance partners, venture capital firms or investment bankers. We structure and prepare the company for later venture capital funding, acquisition or IPO; and we groom the company toward those funding or exit strategies.
· The services we provide include: Incorporate new businesses; document corporate history and transactions (business issues and stock issues); prepare shareholder agreements and LLC agreements; corporate clean-up and maintenance; cleanup of a DIY incorporation or DIY LLC formation, prepare company for due diligence and sale of the business and the sale deal docs, prepare and negotiate business agreements and equity investment agreements; conduct due diligence; write securities disclosure document (PPM or offering memo) and subscription agreements; and write and negotiate investor equity agreements.
Law Practice Style
The attorney has has been trained by years of experience at large ‘BigLaw’ Chicago law firms, with the attention to accuracy and excellence. Nancy's years of advising small businesses has been incorporated into this small firm environment with personal attention and practical business advice. The practice is built on a teaching style, emphasizing advocacy for smaller businesses. We write documents in clear and concise Plain English, which clients can understand and absorb, and use on their own in the future, perhaps without a lawyer. We emphasize integrity in business transactions. We impose full disclosure in offering memos, as well as thorough due diligence on the company and principals, and for parties with which they will do business. Transactions and agreements are built on aggressive negotiations for our clients, yet with balance, fairness and integrity to both parties.
Start-UpsStart-Ups in their business formations (incorporations or LLC formations), and the general corporate items and filing items required to launch a new business. Form corporations and LLCs in multiple states, not limited to Illinois. Cleanup of DIY incorporation or DIY LLC formation to get you on the right track.
Small Business EntrepreneursStart-Ups, Early-Stage, & Emerging Growth Companies in their General Corporate Matters and Business Contracts.
Early-Stage to Mid-Stage Businesses Raising CapitalPreparation of Securities Offering Memos, Investor Financing, Due Diligence Responses for early stage companies. Early preparation for subsequent rounds of financing such as Venture Capital Financing; and long-term planning for acquisition or IPO.
Buy a Business, Sell a Business, Business Buyers and Sellers — Small Business M&ACorporate and transactional legal documents for buying a business or selling a business (small to mid-sized business): Business Acquisition or business disposition (business sale), in Asset Purchase or Stock Purchase transactions; Negotiate and structure transaction and perform or respond to the related Due Diligence, prepare legal documents for the M & A Transaction.
Securities Funds / Hedge Funds / Futures FundsEarly-Stage & Emerging Funds, in their entity formations, operational and investor agreements, regulatory compliance documents and filings, registrations and notice filings, with SEC, NFA, CFTC and state securities commissions, and securities Offering Memos and investor LLC Agreements with which to bring in investors. Blue Sky and Regulation D Rule 506 Securities compliance for private funds of all sizes, small to mid-sized funds, and managers of multiple funds. Investment Adviser registration for fund managers, Form ADV for exempt reporting advisers and registered mid-sized advisers over $150 million AUM.
Futures & Commodities RegistrationNFA Registrations and compliance filings for CPO, CTA, AP and Rule 4.7 and 4.13 Exemptions for commodity pool, futures fund or options fund.
Investment Advisers (Investment Advisors)Form ADV preparation and filing with the SEC and the state securities commissions. IARD, WebCRD, and NASD/CRD electronic filings, compliance and maintenance. Small to mid-sized Advisers compliance, and new Investment Adviser Formation. Fund Manager Adviser compliance including Exempt Reporting Adviser (“ERA”) notice filing on Form ADV with SEC and states, and fully registered mid-sized advisers. Investment Adviser compliance.
Blue Sky and Regulation D Rule 506(b) and 506(c) Compliance, Public Offering Blue SkyBlue Sky law (state securities law) experience for all types of offerings, particularly Regulation D Rule 506(b) and Rule 506(c) offerings, as well as Regulation D 504 and Reg A. Experience with all sizes, public and private offerings, where Blue Sky clearance is required, including: Securities law interpretation issues before state securities regulators and SEC; and Blue Sky Exemptions notice filings or registrations. Blue Sky counsel for Private placements.
Public Offering Blue SkyBlue Sky co-counsel to your public securities counsel, for the registration, negotiation & clearance of exchange offerings, rights offerings, SB-2 offerings, SCORs, DPOs, Regulation A and other crowdfunded Offerings.
EDGAR Filers (SEC Filer Compliance) for Executives and InvestorsSection 13 and Section 16 compliance filings on EDGAR for “EDGAR Filers”. EDGAR Filing compliance for buyers, sellers and investors of shares in public companies, Officers, Directors and Executives of public companies, and control persons of public companies. We prepare SEC filings such as Schedule 13D, Schedule 13G, and Section 16 filings such as Form 3, Form 4 and Form 5. We submit them through an EDGAR filing service to the SEC.
General CorporateCorporate maintenance, corporate clean-up, cleanup of DIY incorporation or DIY LLC formation, qualifications to do business in various states, annual reports, resolutions and general corporate agreements, such as shareholder agreements, for large and small corporations.
Business Ventures and Business Split-UpsDeal structure and negotiation, as well as corporate and legal documentation for business partnerships, LLCs, joint ventures and for business split-up transactions.
Our Attorney and Legal Staff
Our Attorney and legal staff are highly qualified, very proficient, and well-trained professionals, with legal background of excellence. Our attorney "grew up" at a downtown Chicago mega-law firm, Katten Muchin & Zavis, and has been through the rigorous training and standards of excellence required to work at a large law firm. We all understand the importance of excellent quality legal work product. We apply our skills, attention to detail, and focus on quality we learned at the big firms, to serve our smaller boutique law firm clients.
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