Businesses need advice in negotiating and documenting business agreements, and Mr. Myer has extensive experience in preparing contracts, including:
- Employment and consulting agreements
- Non-disclosure agreements
- Licensing agreements
- Service agreements
- Distribution and dealer agreements
- Supplier agreements
- Equipment leases
- Real estate and office leases
- Asset purchase, stock purchase and merger agreements
Mr. Myer advises clients on seed, angel and venture capital financings.
He has extensive experience in conducting private placement and financing transactions in compliance with Regulation D and the corresponding state law exemptions, which includes preparing and negotiating:
- Convertible notes and warrants in bridge financings
- Common or preferred stock purchase agreements
- Revenue based financing
- Investor rights agreements
- Preferred stock designations and charter amendments
- Offering memoranda
- Investor questionnaire and subscription documents
Mr. Myer represents investment advisers who are interested in establishing domestic or offshore hedge funds.
When establishing offshore funds, Mr. Myer coordinates with local counsel, fund accountants, auditors and other vendors with whom he has worked or vetted through contacts.
In forming hedge funds Mr. Myer:
- Prepares a Private Offering Memorandum, Limited Partnership Agreement and Subscription Documents
- Prepares Investment Advisory Contracts for Advisers and Sub-advisers
- Advises on Custody Agreements and Prime Broker Arrangements
- Advises on capital raising in compliance with Regulation D
- Prepares SEC Form D and state filings on an ongoing basis for hedge funds
- Assists hedge fund managers with SEC or state investment adviser registration
- Advises regarding state and federal laws and regulations affecting hedge funds
- Assists in establishing relationships with hedge fund administrators, accountants, auditors, custodians, prime brokers and other service providers
Mr. Myer has also advised clients on the following issues:
- Marketing hedge funds, including marketing on the internet, without violating the prohibition on general solicitation and advertising
- Ensuring that investors are qualified to invest in the client’s hedge fund
- Compensating third party marketers and brokers who assist in raising capital for a hedge fund
- Using soft dollars to pay for services utilized by hedge funds
- Compiling a track record based on past performance of managed accounts that is AIMR and SEC compliant
- Trading new issues if some investors fall into the “restricted persons” category
- Structuring hedge fund management and performance fees to ensure compliance with regulatory requirements, including the Investment Advisers Act of 1940 and ERISA regulations
- Complying with ERISA regulations including the 25% Plan Asset Limit
- Forming real estate opportunity funds and venture capital funds
MR. MYER ADVISES U.S. COMMERCIAL ENTERPRISES ON CONDUCTING OFFERINGS TO IMMIGRANT INVESTORS IN COMPLIANCE WITH THE REQUIREMENTS OF THE EB-5 PROGRAM.
In providing such advice, Mr. Myer drafts offering memoranda, limited partnership agreements and subscription documents. He also advices on structuring offerings in compliance with both Regulation S and Regulation D.
The U.S. created the employment-based fifth preference immigrant visa category in 1990 for immigrants who invest in and manage U.S. commercial enterprises that benefit the U.S. economy. Each investment enterprise must create or save at least 10 full-time jobs for U.S. workers. $1 million is the minimum required investment amount, although that amount is reduced to $500,000 if the investment is made in a high unemployment area or qualifying rural area, so called “Targeted Employment Areas”.