Securities & Investment
Financing structures involving shares, warrants, debt instruments, limited partnership units, membership interests, and other PPM’s, confidential investment offers, securities, preparation of offering documents, including public and private equity and debt financings; consulting to help clients access capital, multiple private forms of transactions, and more.
Securities regulatory compliance including continuous disclosure, corporate governance, directors’ and offers’ duties and liabilities, and assisting companies of all sizes with SEC and State Attorney General compliance.
Shareholder rights and shareholder disputes.
We represent issuers (corporations, limited liability companies, trusts, partnerships, and investment funds), directors, officers, consultants, shareholders, brokerage firms, and industry service providers.
Individual Investors
Pino Law has very substantial experience over the past four decades litigating cases involving securities issues. Our firm represents individuals and businesses who have suffered financial losses due to fraudulent or misrepresented investment schemes sold by unscrupulous or inept investment promoters, investment advisors, stockbrokers, investment or insurance salesmen.
We are experienced in handling cases involving the following types of misconduct:
- Misleading or fraudulent sales pitches
- Failure to execute trading instructions
- Unsuitable recommendations on investments
- Account manipulation to generate excessive commissions
- Inadequate documentation
If you have suffered losses due to the misconduct of an investment professional, you need competent legal representation to help you recover your losses. Pino Nicholson is an experienced law firm in assisting investors to recover losses through litigation and arbitration. Our attorneys represent investors in all types of securities disputes. We handle everything from complex federal and state court litigation to individual customer arbitrations.
We can review the facts of your case on a confidential, no-cost basis, and advise you on your options for recovering your investment losses.
The following are the most common reasons Pino Nicholson’s clients have made claims against investment promoters. Together our firm can determine whether you may have been the victim of fraud or other misconduct.
- Did you suffer losses on investments that were represented to be safe or risk-free?
- Did you find out after you invested that the company you purchased was experiencing financial difficulties?
- Do you have reason to believe the price you paid for your investment was excessive?
- Was advice given by the firm’s analysts in their research reports incorrect?
- Did your broker or promoter make investments that were not authorized by you in advance?
- Was your money invested primarily in a high-risk venture?
- Did your broker or promoter offer sketchy, incomplete descriptions of the companies he was recommending for investment?
- Did the salesman, broker or promoter use high-pressure sales tactics to convince you to purchase?
- Did you later learn that the stockbroker company owned the stock that it sold to you?
- Did your broker or promoter first contact you by telephone from a far-away office?
- Did your investment professional lose money that was earmarked for retirement?
- Were your investments over-concentrated in one security or one sector?
- Did your broker or promoter increase your investment activity through the use of margin borrowings?
- Did your broker or promoter engage in frequent in and out trading, also known as account churning?
- Did your broker or promoter refuse or was slow to liquidate an investment you wanted to sell?
- Did you lose money because the broker or promoter failed to execute trades on a timely basis?
- Did you consistently lose money on securities recommended by your broker or promoter?
- If you answered “yes” to any of these questions, you may be able to recover your investment losses through a lawsuit, arbitration or a structured settlement.
Securities Arbitration & Litigation
We have experience at all levels of state and federal courts. Our litigation practice is noted for its expertise in handling complex and multi-party litigation.
We work with our clients to manage the risk of litigation and find the most cost effective and efficient approach to each case. Our aim is to get to the heart of the issue, avoid lengthy proceedings, minimize the disruption to our clients’ businesses and or offerings, and resolve disputes in a creative and expeditious way.
Approximately two-thirds of all securities arbitration are between broker-dealers and their clients. The most common allegations of misconduct are:
- Account overtrading (churning)
- Unauthorized trading
- Market manipulation
- Mutual fund share class violations
- Negligence
- Breach of fiduciary duty
- Omission of facts
- Misrepresentation/fraud
- Breach of contract
- Unsuitability
- Failure to supervise
One-third of all securities arbitration is between promoters or investors.
Securities arbitration proceedings are intricate and must follow strict guidelines. Trust us for thorough and effective representation that protects your financial interest and your reputation.
We have extensive experience in litigating business contracts, securities, tax, competition/antitrust, product liability, intellectual property, professional negligence, breach of fiduciary duty, defamation, insurance, real estate, insolvency, fraud, construction, and employment matters.
Our clients include companies and investors in a wide cross-section of industries. We also represent trustees, receivers, monitors, creditors, and debtors in insolvency and restructuring matters.
State & Federal Regulatory Law
Pino Law is broad-based and well respected both locally and nationally to handle complex and cutting-edge matters involving legal and business issues. Our firm optimizes over 40 years experience in operational business scenarios and offers our clients innovative ways to address the legal aspects of doing business across the country.
We are prepared to help you and your business seek effective legal, public policy, and regulatory solutions to overcome regulatory challenges.
Pino Law has the depth and breadth to handle and resolve the broad array of civil disputes that arise out of national business activities. We are a team of lawyers and professionals who successfully litigate numerous civil cases to judgment in federal and state courts and in arbitrations and we settle even more when it is to our clients’ best interests. We are also keenly aware that litigation is a means, not an end, to achieve our clients’ legal and business or personal objectives. We are committed to working with our clients to develop strategies and tactics that reflect what the client hopes to achieve.
Our clients often face risks on multiple fronts: civil, regulatory, and reputational. We have significant experience navigating such parallel proceedings and approach them with well-planned strategies that ensure that each proceeding is conducted in a manner that considers its impact on the other.
Pino Law understands that civil litigation can be costly. We regularly work with our clients to define case-specific objectives designed to allow the matter to be handled within the client’s financial parameters. Where appropriate, we are also comfortable with engagement terms that are alternatives or modifications of the traditional hourly fee model of legal services.
Private Offering Securities Law
Pino Law specializes in private placement securities offerings and federal offerings. Complying with the securities laws is crucial when raising money for a company or a real estate syndication. Among other offerings we specialize in and handle:
- Accredited Investor Exemption
- Regulation “A” Offerings – Tier I and Tier II
- Regulation “D”— Rule 506 (b)
- Regulation “D”— Rule 506 (c)
Our firm thrives on the business spirit. Not only are we focused on structuring Private Placements, we are also focused on educating our clients and managing and consulting to help your fund flourish.
Private Placement Funds are less costly than a public placement, but private placement funds do not come without regulation or strict legal requirements. Our team understands that if you are considering raising capital for your new enterprise, privately placed debt and equity are a productive means of increasing your resources. By working with Pino Law, a team of seasoned securities attorneys, you can protect yourself from unintended violations of the rules and regulations outlined in the Securities Acts.
When considering selling securities, it is important to work with lawyers who constantly review and examine the most recent changes in the law. The Securities and Exchange Commission (SEC) and state and federal courts continually interpret and re-examine the private offering exemptions outlined in Section 4(2), and traditional Regulation D and JOBS Act PPM’s found within the Securities Acts.
In the interest of getting the best return on your investment possible, Pino Law can help you negotiate a favorable private placement structure that will benefit you, as well as the other investors involved in the fund. Experienced in assisting our clients form trusts, LLCs and other limited partnerships to protect their assets, we are confident that our team will be able to assist you in achieving high returns while maintaining your ability to act quickly in response to market changes.
You will find that there are services online and companies that offer templates for PPMs, but be cautious in going down that path simply because it looks cheaper. If you fail to disclose something you should have and lose your exemption from registration or you step on countless minefield bends along the way, you could end up in a situation where the investment is gone, but a regulator is telling you to buy back the stock you sold the investor. Guess who ends up holding the bag if your company is out of business at that point?
It is always best to hire a licensed attorney, like Pino Law, to assist you in this process. Look for someone with experience in securities laws and private placements. You can save time and money by putting together a good business plan internally, but then having our lawyers add, edit, or clarify the business plan to make it into a full and compliant PPM. Pino Law will guide you and prepare your corporate structure and securities documentation; and most importantly, protect you as you raise money.
