How To Choose a Corporate Securities Attorney

by Craig Butler on June 23, 2009

Finding a qualified securities law attorney is not difficult, if you know where, and how, to look

Corporate securities law is a complicated area of law and individuals or companies that have securities laws issues should seek an attorney with experience in that area. But how do you go about doing that?  Not so long ago an individual or company in need of an attorney that practiced securities law had two options:  ask for a referral or randomly search in the Yellow Pages.  With the advent of modern technology one of these methods remains tried and true and the other almost completely obsolete.  Although this article focuses on looking for a corporate securities attorney, most of these tips will apply just as well to the search for an attorney in any field.  This article tackles the process of choosing an attorney in two steps: first, locating an attorney with experience handling corporate securities matters; and, second, choosing from among the qualified attorneys that you discover as a result of your search.

 Step One:  Locating a Corporate Securities Law Attorney. 

  1)                  Referral.  The oldest method to locate an attorney remains the best way for many as they feel more comfortable when a trusted advisor like an attorney is referred by someone they trust.  However, unlike other areas of law, many individuals or companies do not have a trusted referral source for a securities law attorney like they might for an attorney that practices in a more well-known field such as family law or a trusts and estates.  This makes the sources to locate a qualified attorney, other than a referral, that much more important for corporate securities law.  Additionally, even if you get a referral to an attorney, you may only get one in this field and if you do not feel comfortable with that attorney you need a method to locate additional qualified attorneys.

  2)                  Local Business Organizations.  If you are like many people and you do not have a trusted person to ask for an attorney referral or want more options than the referrals you receive, attend some local business organization meetings, like your local Chamber of Commerce and ask around.  There is a good chance that you will either come across a few business owners that have an attorney they trust and like, or you actually will meet a few attorneys with experience in corporate securities law.  The Chamber of Commerce is just one example.  To find others that may be active in your area use Google or Yahoo and do a targeted search for local business organizations in your city or county.

  3)                  The Internet.  As everyone is aware, the Internet is a very powerful tool and in this day and age can give you a vast amount of information regarding the qualifications of various service providers, including attorneys that practice corporate securities law, but you have to know where to look.

a.       “Web 2.0” Websites.  Web 2.0 “refers to a second generation of web development and design that facilitates communication, secure information sharing, interoperability, and collaboration on the World Wide Web. Web 2.0 concepts have led to the development and evolution of web-based communities, hosted services, and applications such as social-networking sites, video-sharing sites, wikis, and blogs.”

 i.      www.avvo.com – Avvo was created to help consumers navigate the complex legal industry and to assist them in finding and choosing an attorney.  This is the primary consumer website for locating an attorney in any area of practice.  Avvo has already completed most of the work for the consumer, including searching state bar disciplinary records.  Additionally, the site allows for clients to rate their attorney and for attorneys to offer endorsements of other attorneys.  Avvo also provides ratings for each attorney and the attorney is able to provide their practice areas, experience, articles written, etc., which allows many consumers to use this as a one-stop shop.  To search on Avvo click the “Lawyers” button on the “Search for” bar and input your search terms.  As good as Avvo is, you need to use the correct search terms. Using “Corporate Law” will likely bring up too many attorneys, many of which will not have experience in securities law; instead use the search term “Securities Offerings.”

 

ii.      www.linkedin.com – LinkedIn is an interconnected network of experienced professionals from around the world with over 42 million members in more than 200 countries around the world.  Although it is more of a networking site for all professionals and not directed to consumers or limited to only attorneys like Avvo, LinkedIn is a good source of information on attorneys that have LinkedIn profiles.  Additionally, if you have a LinkedIn account you may be able to get a referral to a securities law attorney through one of your LinkedIn connections.  In order to use LinkedIn it helps if you already have the name of a potential attorney; however, if you do not, under the “Search People” area input “Corporate Securities Attorney” and it will display professionals with those terms in their profile.

iii.      www.plaxo.com – Plaxo is more of a social networking site than either Avvo or LinkedIn, kind of a mix between Facebookand LinkedIn, but it can still provide good information on attorneys that have Plaxo profiles.

 

b.       State Bar Websites.  Every state has a website for its state bar and its membership.  Most state bar websites are limited in the information they provide, but it is always good to search for any attorney you are considering to ensure they do not have any disciplinary actions and for up-to-date contact information.  The state bar website in California is located athttp://www.calbar.ca.gov/state/calbar/calbar_home.jsp.

 

c.       Local Business Magazines or Newspapers.  Many local business magazines or newspapers have an online component and many publish some type of legal section, like a Law Guide.  [Note:  Sometimes these legal guides or sections are not published each month and they may only publish them quarterly or even annually so you may need to search the website].

 

d.       Search Engines.  I do not recommend using a search engine such as Google or Yahoo as a first search method to locate a corporate securities attorney as this is akin to utilizing the Yellow Pages in the times before the Internet.  The results you get are random and only as good as the search terms you use and because firms can pay to be placed higher in search results, etc., the results may not be objective search results.  However, after you have located a few specific attorneys using the other methods, you should search for any specific attorneys utilizing a search engine to see if you can find any additional information regarding the attorney or the law firm you are considering retaining.  However, do not be too surprised if the search does not yield much new information since the websites recommended above will likely have provided more detailed information, and you may not even locate the attorney at all in a random search or there may be many attorneys with the same name.  Again, that is why a search utilizing these search engines is best left as a last resort.

 Step Two:  Choosing a Corporate Securities Law Attorney. 

Finding an attorney is easy, there are plenty around when you know where to look.  However, after you have located one or more attorneys with experience in corporate securities law, there are several factors to consider in selecting the attorney that is right for you.

1)                  Review the Firm’s Website

a.       Is it professional?

b.       Does it appear to be updated regularly?

c.       Does it provide biographies of the attorneys?

d.       Does it provide articles written by the firm’s attorneys?

2)                  Read the Attorney’s Bio

a.       How long has the attorney practiced corporate securities law?

b.       Does the attorney/firm represent both individuals and companies?

c.       Do they have experience with both public and private companies?

d.       Do they have experience in your specific transaction (such as merger/acquisition, sale of a business, going public transactions, initial public offerings, reverse mergers, etc.)?

      The last of these questions may be the most important. There are many different facets of securities law and an attorney that has experience with private offerings may not have experience in taking companies public or reverse mergers or mergers and acquisitions. You want to ensure the attorney you are retaining has experience with your type of transaction or company.

3)                  Read Articles Written by the Attorney

a.       Even if the article is not specific to your issue it will give you some feel for the attorney and their expertise.  Some attorneys are are very mechanical or technical in their delivery, which can be detrimental when discussing a complex area of law to someone who may not be experienced in this area. While reading an article should never replace a telephone call or face-to-face meeting with an attorney, it will give you a good initial feel.

4)                  Ask for Client Recommendations

a.       If you followed the steps outlined in Step 1 above, you may have seen client recommendations on Avvo and/or LinkedIn, but you can still ask for some that you can speak with.

b.       Don’t be afraid to call an attorney’s recommendation sources as most will not have an issue talking with you about an attorney they trust and have a good relationship with.

5)                  Call the Attorney

a.       If you weren’t able to talk with the attorney when you called, was your call returned promptly?

b.       If you were able to talk with the attorney did you feel comfortable in the conversation?

c.       Did the attorney explain things in a way you could understand?  You can hire the brightest, most experienced attorney, but if they cannot communicate with you or if you don’t feel comfortable with the attorney, the relationship will not work.  You need to feel comfortable discussing your issues with the attorney and feel they will not only give you advice, but give it to you in a way you can understand.  As mentioned above, securities laws are complex and your attorney needs to be able to explain them in a way you can understand.

d.       Ask the attorney about their experience representing clients with companies or in transactions similar to yours.

6)                  Go Meet the Attorney (if practical)

a.       This is not always possible depending on location, and is not always necessary due to so much modern business being conducted via telephone and e-mail.  However, for some, an in-person meeting is essential.

b.       If you do meet the attorney face-to-face, did you feel comfortable in the meeting?

7)                  Review the Firms and the Attorney’s fees

a.       Be sure to ask for all attorneys that may work your projects and the hourly rates of all those attorneys.

b.       Will the firm flat fee certain projects?  If so, this will enable you to know for a certainty what your project will cost and you can better budget for it.  Obviously this is not always possible for projects that involve another represented party as negotiations and revisions may be difficult to pre-determine (for instance, a merger/acquisition transaction).  However, for projects such as ’34 Act filings (10-K, 10-Q, 8-K, Section 16 filings, etc.) the firm may be able to provide you will a flat rate.

c.       If you are a public company, will the firm accept any fees in stock?  If so, what are the terms of them taking stock?

d.       Does the firm offer flexible billing options?  For instance, does the firm offer a flat annual rate for a public company’s required ’34 Act filings (one 10-K and three 10-Qs)?

8)           Has the Attorney Ever Been Subject to Disciplinary Action?

    a.  If you followed the steps outlined above you will likely have already discovered this information. How you use the information is up to you, but obviously it should be a red flag if the attorney has been subject to disciplinary action. This is particluarly true in the area of securities law.

How you process the information you learn from the above sources is up to each individual.  Some of the above topics/questions will be more important to some readers than others and that is to be expected, and obviously this article cannot cover everything that may be important to every individual when choosing a corporate securities attorney. However, if you follow the above steps and ask the questions that are important to you, you should have success in finding a qualified corporate securities attorney to represent you or your company.

 

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           The Lebrecht Group, APLC provides comprehensive advice on a variety of corporate and securities law matters.  Please contact us if you have any questions.

           To view other articles written by Mr. Butler, please follow this link or cut and paste it in your Internet browser: http://www.thelebrechtgroup.com/index.php/publications/tlg-publications. 

           Craig V. Butler, Esq. is an attorney with The Lebrecht Group, APLC, located in Irvine, California and Salt Lake City, Utah.  He can be reached at (949) 635-1240 or via e-mail at cbutler@thelebrechtgroup.com with questions or comments.  Please visit our website at www.thelebrechtgroup.com for future updates and other information.



[1] The multitude of transactions that are impacted by federal and state securities laws are beyond the scope of this article.  If you have questions as to whether your transaction has securities laws issues that need to be addressed a good starting point is an article entitled “The Long Arm of the (Securities) Law” and can be found here: http://www.thelebrechtgroup.com/tlg-publications/the-long-arm-of-the-securities-law/

[2] See Wikipedia, http://en.wikipedia.org/wiki/Web_2.0.

[3] I have not included Facebook, Twitter, YouTube, and some other more popular Web 2.0 websites for one reason or another, although they can be valuable.  For instance, some attorneys may have YouTube video presentations that you can view, and some law firms may have a firm Facebook page.  However, there are also some downsides with these sites.  For instance, with Facebook, many times you must be a users “Friend” in order to view their profile and you are not going to send a “Friend Request” to a prospective attorney.  Additionally, much of the information on Facebook is of a personal nature and not geared towards an attorney’s professional life.  As for Twitter, the short, quick posts are not likely to provide valuable information regarding an attorney’s qualifications and if they do it is likely through a link that you will discover through your other searches on the Internet.  That is not to say you can’t find valuable information on these sites regarding a prospective attorney, it’s just the sites listed above are more geared to that purpose.

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