"I would not give a fig for the simplicity this side of complexity, but I would give my life for the simplicity on the other side of complexity."

                                               - Justice Oliver Wendell Holmes

Title

Corporate


Organizing a New Business

I offer guidance in selecting the appropriate entity structure, authorizing the issuance of shares of capital stock or membership interests and the appointment of officers, directors, and managers and preparation of appropriate shareholder agreements or operating agreements.


Management and governance

I can provide counsel to the Board of Directors, the Board of Managers and management personnel regarding their powers, authority and fiduciary duties regarding the fundamental business of the company as well as guidance in extraordinary business transactions such as mergers, acquisitions and business combinations.


General Company Business

I have expertise in business matters including general business contract transactions, employment related issues, intellectual property licensing matters, consulting engagements and similar fundamental business transactions.


Extraordinary Business Transactions

​I offer counsel to businesses in business combination transactions, mergers and acquisitions, asset purchases and sales, joint ventures and strategic alliances.

Title

Estate planning


Wills

I provide services for preparation of a will, the foundation of any individual's estate plan and which designates the personal representative for the person's probate estate, provides for the disposition of all property subject to the provisions of the will and provides other dispositive provisions.


Trusts

I counsel clients regarding the purposes, functions and structure of trusts and an overview of the substantive provisions of trusts and prepares true instruments tailored to meet the specific needs and objectives of each client.


Durable powers of attorney

I educate clients about the nature and use of durable powers of attorney for conferring specific financial related authority and power by a principal to an agent during the principal's lifetime.  Preparation of a durable power of attorney is typically included with a client's estate planning documents.


health care peers of attorney and living wills

I offer guidance regarding the purposes and advantages of healthcare powers of attorney for conferring the principal's health care decision-making to an agent when the principal is unable to make such decisions.  A living will provides the principal's preference regarding health care treatment decisions including life support options. A health care power of attorney is typically included in a client's estate plan and often accompanied by a living will.


Probate

With proper planning, probate can often be avoided.  However, I have experience in advising on the probate process and offer representation in probating a client's will after passing away and other related ancillary matters.


Title

Securities


Structure financing transactions

I offer guidance to companies that contemplate capital raises in the form of private placements of equity and debt securities, secured transaction offerings and cash flow securitization including compliance with applicable exemptions from registration under federal and state securities laws fro securities offerings.


Angel investors and venture capital

I provide advice to company founders on matters related to angel investing and venture capital investment transactions including company structure, ownership allocation and equity incentive compensation.


Disclosure and reporting requirements

I offer counsel to companies that are subject to reporting requirements under the Exchange Act including companies that are publicly traded on the Over the Counter Bulletin Board and Pink Sheets.  In addition, I provide consultation to broker/dealers regarding FINRA compliance matters.  My services include educating companies with regard to their periodic reporting obligations, assisting in preparation of the disclosure required for such reporting and counseling about limitations on selective disclosure.


sales and resales of restricted and control securities

I have extensive knowledge of the safe harbor of Rule 144 of the Securities Act for sales and resales of restricted and control securities of both reporting and non reporting companies.  My services include advice regarding compliance with Rule 144 as well as the issuance of written instructions for specific sale and resale transactions.





Practice Areas

As the solo practitioner attorney and counselor at law, I provide sound advice and counsel to entrepreneurs, small business owners, executives of privately held companies and executives of smaller reporting companies listed on the OTC Bulletin Board and Pink Sheets, as well as advising companies on compliance with applicable federal and state securities laws and FINRA requirements.  I offer valuable experience in formulating an overall plan for structuring estate matters for clients and utilization of specific techniques and instruments for implementing an estate plan including testamentary and non testamentary transfers of property.

Jeffrey R. Perry Law Firm, P.C.