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Brian F. Faulkner, APLC
27127 Calle Arroyo, Suite 1923
San Juan Capistrano, CA 92675

Phone: (949) 240-1361
Fax: (949) 240-1362

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Practice Areas

Securities Law Matters:


  • Seed financing (including "friends & family")
  • Angel and venture capital financings
  • Debt financings
  • SEC and state securities law filings and compliance
    • Preparation and filing of Form 10
    • Preparation of Form S-1
    • Preparation of Form S-4 for Public Business Combinations
    • Preparation and filing SCOR Offerings (Form U-7)/Regulation D 504
    • Regulation A Offerings
    • Preparation of Form 10-K
    • Preparation of Form 10-Q
    • Preparation of Form 8-K
    • Preparation of Form 15 (c) 2-11
    • Preparation of proxy material
    • Rule 144 transactions
    • Transfer agent issues
    • Investment adviser issues
    • Broker/dealer issues
    • Blue Sky/state securities law issues
    • Counseling on proper corporate disclosure
  • Private placements offerings:
    • Regulation D Rules 504, 505, and 506
    • Regulation D Rules 506(b) and 506(c)
    • Exempt offerings under Section 4(a)(2) and 4(a)(5) of the Securities Act of 1933
    • Offerings under California Corporations Code Sections 25102 (f) and (n)
    • Intrastate offerings pursuant to Rule 147
    • Regulation S
    • Preparation of the private placement offering memorandum
    • Preparation of the subscription agreement
    • Preparation of the investor questionnaire for Rule 506(b) and Rule 506(c) Offerings
  • Counsel on Bad Actor Rules
  • Crowdfunding
  • Stock purchase agreements, subscription agreements, and "accredited investor" documentation
  • Securities law audits and rescission offers

General Corporate Matters:


  • Startup and entity counseling
  • Formation of corporations, LLCs, partnerships, and other entities, including preparation of operating agreements and related documentation
  • Restricted stock purchase agreements and other founder agreements
  • Offer letters and separation agreements, confidentiality/non-solicitation agreements, employment policies and guidelines, and consulting agreements
  • Stock option plans and related documentation
  • Commercial contracts, including sales and service agreements, partnering agreements, real estate/equipment leasing agreements, vendor/supplier agreements, and reseller/OEM agreements
  • Structuring of equity ownership, including vesting issues
  • Corporate governance, including codes of ethics, minutes of meetings, whistleblower policies, board of director matters, and shareholders/voting agreements
  • Trademark advice and registration

Corporate Transactions:


  • Angel and venture capital financing
  • Mergers, acquisitions, & spin-offs (purchase/sale of stock/assets, taxable & tax-free reorganizations, sale of a business, Schedule 13D disclosures)
  • Divestitures and dispositions
  • Licensing and other technology transactions
  • Strategic alliances, joint ventures and other partnering transactions
  • Debt/loan transactions
  • Restructurings and recapitalizations
  • Leveraged buy-outs