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Corporate Formation, Governance, and Compliance

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Barton’s Corporate Formation, Governance, and Compliance team is uniquely qualified to advise public and private companies of all sizes, whether it be a burgeoning start-up or a large, well-established corporation.

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Our attorneys have prior experience as in-house counsel and chief compliance officers, and the team includes a former examiner for the Financial Industry Regulatory Authority (“FINRA”) and a former head of government investigations for a national financial services company.

Barton often serves as special or general counsel to clients that lack an in-house law department and serves as counsel to in-house attorneys for complex matters that require our team’s experience and perspective. Typical services offered by our attorneys include acting as:

  • Counsel during the process of entity formation
  • Special counsel for disclosure and compliance programs for hedge funds, private equity funds, and domestic and foreign filers
  • Special counsel to public company boards of directors and their committees
  • Special counsel to boards of directors and committees for self-assessments and governance reviews
  • Independent counsel to boards of directors and their committees
  • Counsel during regulatory investigations and enforcement proceedings
  • Litigation counsel both in federal and state courts, as well as in arbitrations

Barton is regularly called upon to advise foreign companies on a broad range of compliance issues as they seek to establish their businesses in the U.S. After these foreign filers have been domesticated, they often continue to retain Barton to handle U.S. governance, disclosure, and compliance matters. Please also see our publication Expanding Your Business into the United States: A Legal Guide.

Barton’s attorneys also serve as special counsel for governance matters affecting not-for-profit boards of directors and their committees. Our team provides guidance on the evolving fiduciary standards for directors of not-for-profit entities and assists with issues affecting not-for-profit nominating committees, audit committees, fundraising, and general compliance.
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Corporate Formation, Governance, and Compliance

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Representative Matters

Represented a New York-based wine and spirits retailer concerning salvaging and continuing the business after the death of its CEO and founder.

Represented a New York-based retailer in chocolates and confections with the successful opening and operation of its business, including corporate structuring, financing, real estate leasing, employment matters, and various related agreements and business ventures.

Served as outside general counsel to numerous mid-market companies, including those in the freight, delivery, logistics, restaurant, hospitality, and wine and spirits industries. Oversaw all aspects of their legal representation including corporate and transactional, financing, employment, real estate, and litigation matters, thus directly contributing to the successful operation and substantial growth of these businesses.

Represented an award-winning chef in the successful opening and operation of his new Manhattan restaurant, including in connection with corporate structuring, financing, real estate leasing, employment matters, and various related agreements and business ventures expanding the chef’s brand.

Represented a major New York-based company in its corporate restructuring in anticipation of the sale of the company.

Represented investors in formation of Neuroinversa, LLC which is an early stage company developing diagnosis and treatment for autism.

Represented Burmester & Vogel Ltd. (a company specializing in developing and licensing software for the maritime industry) in its corporate formation, fundraising, and build out of artificial intelligence platform for SaaS licensing to shipping companies and traders. Advised them in the sale of Series A Preferred Stock and acquisition of a German marine technology company.

Represented Cognome, Inc. (an AI healthcare platform) in its formation and spin out from a major hospital system, including licensing of technology and preparation for preferred stock offering.

Represented Pluto Books (U.K. company) related to the creation of a public benefit corporation in the U.S. This formation required compliance with various applicable state laws.

Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings, and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.

Represented two principals who formed an introducing broker business that was spun out of a major international bank. In this transaction, we were able to advise on the complex compliance aspects of the planned structure, as well as put the desired structure in place. We also advised on the formation of entities for the various lines of business for the introducing broker, producing documentation that reflected the business and personal requirements of the new owners. We worked closely with our clients’ other advisors to deliver the desired result.

Represented HHS Technology Group, a nationwide leading software and solutions company serving the needs of commercial enterprises and government agencies. Assisted with corporate restructuring-related immigrant and nonimmigrant visa amendments for the all-foreign technology group, including but not limited to: an L-1 blanket petition amendment; I-140 immigrant petition amendments; new H-1B, L-1B blanket visas; and new PERM applications.

Represented FISCH, a Swedish swimwear designer with a focus on sustainable fabrics (such as Econyl—a fully regenerative nylon fibre made from abandoned fishing nets) in response to the destruction of the coral reefs in the Caribbean. Aided the startup company and its founder in obtaining an E-2 Investor visa as well as with general business planning.

Represented Luna Collective, LLC in its organization and fundraising to establish an angel investment fund to invest in Central American companies.

Represented Nautilus Funding Solutions, LLC, a middle market debt fund in its organization as a Series LLC and fundraising as well as filing as an Exempt Investment Advisor.

Represented eMedia LLC in the repurchase of 50% of its equity from one of the founders and restructuring of the ownership of the Company to include several senior officers.

Acted as general counsel and advised the founders of a website development company in leaving their former employer without violating non-disclosure or non-compete obligations, helped them form the company, negotiated, and drafted the shareholders agreement, and represented the client concerning its engagement agreements with its various clients, many of whom were Fortune 1000 Companies.

Represented multiple private investment partnerships, broker dealers, and investment advisors, providing counsel on formation and governance issues.

Barton LLP
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