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Corporate and Securities Law
Litigation and Dispute Resolution
Intellectual Property
International Trade & Customs
Employee Benefits and Executive Compensation
Entertainment and Media
Specials
DealFlow Media's PIPEWire on July 1, 2008 writes about David Feldman's request for SEC interpretive guidance on Rule 144 changes.
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David Feldman
May 21, 2008
Success North Dallas
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David Feldman's book, Reverse Mergers: Taking a Company Public Without an IPO, now in its second printing, was published in 2006 by Bloomberg Press (available on http://www.amazon.com). View David Feldman's reverse merger blog at www.reversemergerblog.com.
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Joseph Smith and David Feldman are coauthors of PIPES: Revised and Updated Edition - A Guide to Private Investments in Public Equity (Bloomberg Press, 2005) available on http://www.amazon.com.
 

Corporate and Securities Law
Our corporate and securities practice has been the cornerstone of our firm since its inception and includes representation of a wide range of clients including publicly and privately held operating companies, start-up and small growing businesses, middle market companies and, a diverse group of investors and deal makers. We represent lenders, venture capitalists, investment bankers, and investors in corporate and securities matters. In corporate representation, we are involved in transaction matters, including mergers and acquisitions, angel and venture capital financings, lending transactions, and similar matters. Our general corporate practice includes such diverse matters as resolving commercial disputes, structuring stock option and other employee benefit plans, employment agreements, office and warehouse leasing and buy/sell, partnership and LLC operating agreements.

Our attorneys also are expert in state securities and broker-dealer regulation, as well as the reporting requirements under the Securities Exchange Act of 1934. In addition to preparing periodic reports on Form 10-Q and 10-K, we routinely file 8-K, proxies and information statements under Section 14 of the Securities Exchange Act of 1934 as well as insider reporting filings under Section 16 of the Securities Exchange Act of 1934.

Reverse mergers
Over the past decade, Feldman Weinstein & Smith has developed a national reputation as experts in "reverse mergers." In these transactions, private businesses merge with inactive public entities, allowing the private business to be publicly traded without an expensive, risky and dilutive public offering. David N. Feldman, our Managing Partner, has written the only text on the subject and has been referred to as the leading expert in the area.

PIPE Transactions
Feldman Weinstein & Smith is nationally recognized as one of the leading firms representing institutional investors and broker-dealers in private equity transactions of all types. These include "PIPE" transactions, equity lines of credit, and more traditional venture financings in public and private companies. Our partners Joseph Smith and Robert Charron and their team have propelled the firm to be ranked in the top 3 of all firms in the number of total completed PIPE financings representing investors according to the industry publication The Pipes Report.

Litigation and Dispute Resolution
Feldman Weinstein & Smith offers effective and efficient representation in civil disputes. We are experienced in litigating and arbitrating a wide variety of commercial matters, including breach of contract, business torts (interference with contract, breach of fiduciary duties, employee raiding and wrongful discharge, fraud and RICO), mortgage fraud and foreclosures, partnership and limited liability company disputes, as well as intellectual property (trademarks, copyrights, rights of publicity).

Intellectual Property
We represent individuals and companies in all matters related to ownership, protection and transfer of intellectual property rights, including trademark, copyright and trade secret issues.
We prosecute trademark and copyright applications at the federal and state levels. We also litigate disputes surrounding these matters. A sub-specialty of the firm has become suits surrounding alleged infringement of trademark rights has become a sub-specialty of the firm.

Employee Benefits and Executive Compensation
We represent businesses in the design and maintenance of employee benefit plans in complying with the complex and changing rules of tax, pension, employment, and securities laws. We also advise plan trustees, fiduciaries and service providers on the myriad fiduciary compliance issues inherent in modern benefit practice. In the area of executive compensation, we assist both executives and businesses in structuring appropriate compensation packages. We provide advice on the full array of compensation arrangements, including employment, severance, deferred compensation, and change-in-control agreements; and stock option, equity and other incentive compensation plans. We advise both buyers and sellers of businesses on the important roles that employee benefit assets and liabilities play in business transactions. We are active in advising clients on the complex rules and potential pitfalls in managing and investing plan assets in the context of pooled investment funds such as venture capital and hedge funds.


International Trade & Customs
Our attorneys represent U.S. and international businesses of all types and sizes in customs and international trade and commercial law matters. Representations include financing and licensing agreements, mergers and acquisitions, joint ventures, distribution arrangements and service contracts. Our practice also covers import and export laws and regulations, including tariff, classification, valuation, antidumping and countervailing duty, import quotas and other restrictions, foreign trade zones, drawback, bonded warehouses and matters involving the U.S. Customs Service and other agencies with jurisdiction over foreign trade litigation before the U.S. Court of International Trade. We deal with matters arising under the General Agreement on Tariffs and Trade, the World Trade Organization, the North American Free Trade Agreement and other international agreements.

Tax, Trusts & Estates
We specialize in representing individuals and businesses in tax planning, estate planning and administration. Firm attorneys have extensive experience in advising domestic and international individuals and corporations on tax and estate planning issues in connection with business formation, financings, joint venture agreements, mergers and acquisitions, asset purchases and sales, executive compensation, transfer of family businesses, tax favored investments, pension distribution planning, wealth preservation and estate planning. We represent clients in tax controversies with the IRS and state tax authorities. We also represent clients with matters on examination (audit), at IRS Appeals, at the Tax Court and at the U.S. Competent Authority (a special proceeding under an international tax treaty).

Entertainment and Media
Our firm represents entertainment and media personalities in connection with their management and agency agreements, intellectual property and asset protection. Working closely with our trusts and estates, intellectual property and corporate practice areas, we serve as a general advisor and counselor in all matters that are unique to the entertainment client, especially when venturing into the business arena. We have particular expertise in transactions involving entertainers' fashion related projects.

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