Practice Areas

General Counsel

When starting or progressing your company, we at Smith Eilers believe that an ounce of prevention is worth a pound of cure.  

Starting a business, or making the decision to become a public company, regardless of your industry, comes with a significant range and volume of legal issues which may arise. While very large companies have the resources to have a full suite of attorneys working solely for them as in-house counsel, we recognize that smaller or newer companies may not have access to this vital resource at the same level of dedication and care. At Smith Eilers, it is our goal to be an accessible in-house style counsel for your business. We have years of practical experience gained through both serving as general counsel and litigation counsel, which we can utilize to draw up the necessary contracts and negotiate on behalf of our clients for the best possible outcomes.  We minimize risk, maximize flexibility for our clients, and provide guidance on the tricky path of growth, expansion, and even acquisition.  

From regulatory paperwork to custom contract drafting, to corporate organization and capital structuring, we can provide the guidance you need, so that you can attend to the growth of your business. Utilizing our combined experience, we are able to both advise your company in how best to move forward, including raising money, hiring consultants, and how to best structure your new business, as well as make your corporate decisions a reality at all levels from state agencies through the SEC.

We provide corporate guidance, custom contracts, corporate restructuring, and risk management services to companies across industries, from publicly traded companies on major indexes to closely held entities, and every endeavor in between.  Our motto may be cliché, but an ounce of prevention truly is worth a pound of cure, when it comes to growing, expanding, and transitioning your business in the right way. We at Smith Eilers strive to make sure that your business is taken care of with our unique brand of out-house/in-house counsel.

Capital Markets & Securities

Our Capital Markets practice group focuses on assisting clients in financing transactions. From start-ups seeking seed or venture capital to larger private and public equity and debt financings, our experience and expertise helps clients close successful deals and grow their business. As veterans of capital markets, we also add value to our clients beyond legal services by providing strategic insight into choosing the right financial products and mechanisms and proactively linking them with our extensive financial sector contacts to facilitate capital formation.  

We specialize in representing both private and public companies, underwriters, and placement agents in:

  • Underwritten public offerings (IPOs and follow-on offerings, including shelf registrations and shelf takedowns)
  • Registered direct offerings
  • At-the-market offerings
  • Equity Lines of Credit
  • Private placements (equity and convertible debt)
  • Reverse mergers and self-filings coupled with financings
  • Public offerings under Regulation A
  • Obtaining stock exchange listings for qualified issuers

Mergers and Acquisitions

Our M&A experience encompasses public and private transactions of all sizes, cross-border and domestic, and in a broad range of industries. Our services include:

  • Leveraged buyout transactions for financial sponsors, such as platform acquisitions and add-on acquisitions
  • Roll up transactions  
  • Acquisitions and dispositions of subsidiaries and carve-outs of divisions
  • Tax structuring
  • Joint ventures and strategic alliances
  • Restructurings and reorganizations
  • Special committee and other independent director representations
  • Takeover defense planning
  • Take-private transactions
  • Tender and exchange offers

Private Equity and Hedge Funds

When it comes to acquiring, divesting, or restructuring, our aim is to provide you with trusted, experienced lawyers who are fluent in legal lexis and fully aware of the current private equity market trends. At Smith Eilers, we provide targeted, cutting-edge insights based on our deep understanding of the industry and the key drivers for your business.

Whether you are on the buy-side or sell-side, are a private equity firm, hedge fund, venture capital fund, financial institution, portfolio manager, entrepreneur, or if your business is in need of private equity investment, we can represent you. Generally, our expertise focuses on middle-market funds. We have a particular understanding of the distinctive interests, priorities, risks, and constraints facing such funds and have emerged as a leader operating in this space.

Our extensive comprehension of the private equity market allows us to provide real-time industry insights, along with a truly tailored level of partnership and service. Add in the integration we have with our tax, finance, regulatory and industry colleagues, and we deliver the innovative strategies your private equity needs require.

We deliver skilled support throughout the lifecycle of any private investment, including:

  • Acquisition financing transactions
  • Corporate counsel and compliance, including governance issues and executive compensation
  • Formation of private equity funds
  • Investment transactions
  • Management of employment and equity transactions
  • Portfolio company purchase and sale transactions
  • Regulatory compliance

Our experience extends to all types of private equity transactions, including:

  • Those involving minority and majority interests
  • Mergers, acquisitions and dispositions
  • Leveraged buyouts and management buyouts
  • Spin-outs
  • Carve-outs
  • Emerging markets activities

With clients ranging from private equity funds and portfolio companies to investors, entrepreneurs and executives, you can count on our private equity lawyers for the depth and sophistication you need. And, with practitioners across the country, we can represent you no matter how or where your business intersects with the private equity industry.

Emerging companies/venture capital

Startups need help navigating a wide variety of legal, regulatory and business hurdles as they grow and seek financial backing. And that is where Smith Eilers’ Emerging Companies & Venture Capital practice excels. We have helped founders, start-ups, and emerging companies form, finance, and grow their businesses, and have assisted countless angel investors and venture capital firms with their investment activities. We have decades of experience, and a high volume of formation, general corporate, and transactional work.

Our attorneys provide innovative, tailored advice to founders and their backers. Bringing varied backgrounds to the table, they connect tomorrow's business leaders with the firm’s expansive talent. They are ready to help with:

  • Corporate counseling
  • Capital markets
  • Mergers and acquisitions
  • IP and licensing
  • Tax
  • Benefits and executive compensation

Individual Private Securities Transactions

A key feature of any securities transaction is liquidity or an exit.  At Smith Eilers we understand the complexities and nuances of private securities transactions. We are experts in Rule 144 and exemptions from registration. Whether clearing shares from a recent go public transaction or simply selling blocks of securities in private transactions, we understand how to structure the transaction and the exit in a way that is most advantageous to the securities holder while staying will within the rules on transfer of restricted securities.  

Additionally, we are experts in creating and negotiating compensation structures for consultants, strategic partners, and key employees, including, but not limited to, vested earn outs, option plans, employee stock plan compliance, and warrants.

Corporate governance and regulatory reporting

Smith Eilers’ Public Companies Practice is comprised of experienced, knowledgeable corporate and securities lawyers who provide advice and counsel on issues arising under federal and state securities laws.

We serve as trusted business advisers to both public and private companies on day-to-day, as well as non-routine securities issues. For public companies, we regularly counsel clients with respect to periodic reporting, registered and exempt securities offerings, mergers and acquisitions, tender and exchange offers and other financing transactions. We provide guidance to boards of directors, special committees and management as to corporate governance and reporting and compliance issues imposed by Sarbanes-Oxley, the SEC and securities exchanges. We often serve as outside general counsel to smaller public companies.

General corporate law

Our Business Law attorneys provide seasoned, practical legal advice and transactional representation to business enterprises of every description. Our clients include publicly traded corporations, family-owned businesses, private equity firms, multinational companies and single-location enterprises and entrepreneurial startups. As a result, the group's attorneys have a wealth of experience addressing the legal challenges facing companies in a variety of industries and at every stage of their development.

We serve as general outside counsel for many of our clients, often working with Smith Eilers attorneys from other practice areas to provide legal assistance on matters ranging from complex business transactions and contracts to litigation, employment counseling, and intellectual property compliance. This coordinated offering of integrated legal services has proven to be particularly useful for clients with limited or no internal legal resources.  

In order to serve our clients effectively, we strive to develop a thorough understanding of each client's business – and the challenges and opportunities it faces. Through long-standing client relationships our attorneys have developed particular experience in a diverse group of industries, including health care products and services, utilities, life sciences and biotechnology, CBD, cannabis, niche manufacturing and specialty industrials, energy, and food and beverage.