Microcap Business Combinations and Financings
Kamps Legal’s Microcap Business Combinations and Financings practice is tailored to the complex needs of emerging growth companies and closely-held companies, providing a comprehensive suite of legal services microcap companies. With deep expertise in structuring and executing mergers, acquisitions, and other corporate transactions, Kamps Legal advises clients on the legal and regulatory challenges involved in these transactions, including both exempt and non-exempt securities offerings.
Kamps Legal represents clients in a wide array of capital-raising and regulated transactions, including exempt offerings such as Regulation D, Regulation A+, Section 4(a)(2), Regulation S, Regulation Crowdfunding, Rule 144, and Rule 701, as well as token-based financings and public offerings on the Nasdaq and the OTC Markets. With the firm’s skill in navigating the intricate regulatory frameworks of the Securities Act of 1933, the Securities Exchange Act of 1934, and state securities laws, clients benefit from advice regarding compliance with SEC, FINRA, and other federal and state regulatory requirements. From early-stage financings to sophisticated stock and asset purchase transactions, Kamps Legal provides counsel on structuring deals that protect clients' interests while maximizing strategic outcomes.
From structuring early-stage financings to sophisticated stock and asset purchase transactions, Kamps Legal offers high-level advice on business transactions. Additionally, the firm guides clients through the formation of special purpose vehicles (SPVs) and in blockchain and digital asset-related transactions.
Kamps Legal also represents both acquirers and target companies in asset and stock purchase agreements. The firm has experience advising on hostile takeover defense, shareholder litigation, and fiduciary duties, drawing on extensive litigation experience in high-stakes securities and corporate governance disputes.
Kamps Legal is adept at representing microcap companies through all phases of their business lifecycle, including regulatory compliance, capital raising, and exit strategies, while addressing ongoing legal and business challenges.
Kamps Legal, with experience both as defense counsel and plaintiff’s counsel on high profile class action securities litigations, offers a rare ability to view disclosures through the lens of where disclosures go wrong as well as the legal acumen and strategic insight necessary for success in the microcap space.
SEC and FINRA Enforcement Matters
Kamps Legal offers sophisticated counsel to clients facing regulatory scrutiny from the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), and state regulatory bodies. With extensive experience in defending clients in high-stakes investigations, enforcement actions, and disciplinary proceedings, Kamps Legal addresses allegations ranging from securities fraud and market manipulation to insider trading and violations of regulatory compliance standards.
Kamps Legal represents clients in on-the-record (OTR) testimonies, document production, and interviews, while also conducting internal investigations to assess and mitigate potential regulatory risk. The firm advises corporate boards, executives, and compliance officers on proactive strategies for navigating complex regulatory environments, including Anti-Money Laundering (AML) policies, trading practices, and financial reporting requirements.
Whether responding to SEC subpoenas, defending clients during FINRA examinations, or resolving FINRA Dispute Resolution arbitrations, Kamps Legal provides tailored legal solutions to minimize enforcement exposure while ensuring compliance with securities laws and regulations. The firm’s deep understanding of Regulation Best Interest (Reg BI), the USA Patriot Act, and other critical regulatory frameworks allows it to craft effective defense strategies that protect clients’ reputations and business interests.
Kamps Legal is also experienced in negotiating settlements with regulatory authorities and, when necessary, litigating enforcement actions in administrative and civil courts. The firm's representation spans issues such as improper trading practices, misstatements in public filings, and compliance concerns involving Blue Sky Laws and broker-dealer supervision. With a results-driven approach, Kamps Legal offers strategic advice and vigorous representation for clients navigating the complex landscape of SEC and FINRA enforcement.
Corporate Governance
Kamps Legal provides strategic counsel on corporate governance to private companies and closely-held businesses, ensuring that these organizations maintain strong governance frameworks that align with their business goals while addressing legal and regulatory obligations. Drawing on extensive experience as General Counsel for a boutique financial services firm, Kamps Legal offers expert advice to business owners, boards, and executives on building governance structures that enhance accountability, improve decision-making, and support long-term success.
For private and closely-held companies, effective governance is crucial for managing growth, resolving disputes, and protecting the interests of owners and stakeholders. Kamps Legal helps clients implement governance practices that are tailored to their specific operational needs. This includes advising boards of directors, executives, and owners on governance best practices, such as decision-making processes, conflict-of-interest policies, and fiduciary responsibilities suited to the dynamics of privately held companies.
Kamps Legal assists in drafting and reviewing key governance documents, including bylaws, operating agreements, and corporate policies, ensuring they are aligned with the company’s structure and goals. The firm also provides guidance on preparing board meeting minutes, resolutions, and written consents to accurately document important decisions and actions. In addition, Kamps Legal advises on shareholder and member relations, particularly in closely-held companies where issues like minority protections, buy-sell agreements, and exit strategies are critical.
In private companies, executive compensation and equity planning are also key governance concerns. Kamps Legal helps businesses design executive compensation structures, incentive plans, and profit-sharing agreements that align with their ownership structure and business objectives. For closely-held companies, succession planning and ownership transitions are essential. Kamps Legal offers governance strategies to ensure smooth leadership transitions and continuity in ownership, particularly in family-owned businesses.
Kamps Legal also assists companies in developing internal controls and risk management policies that protect assets and ensure operational integrity. When private companies are involved in mergers, acquisitions, or corporate restructurings, Kamps Legal advises on governance issues to ensure that decisions comply with fiduciary obligations and ownership agreements.
By working closely with private company owners, family businesses, and boards of directors, Kamps Legal helps develop governance practices that are flexible, practical, and aligned with the company’s growth trajectory. Whether addressing internal governance matters or planning for future ownership transitions, Kamps Legal provides tailored solutions that support the unique needs of private and closely-held companies.
Securities Law Advising
Kamps Legal provides comprehensive legal counsel to private equity funds, investment advisers, and other financial institutions on complex securities law issues, with a particular focus on compliance with the Investment Advisers Act of 1940 and the Investment Company Act of 1940, including advising on the organization, registration, and activities of companies engaged in investing, reinvesting, and trading in securities, ensuring that these entities operate in the best interest of investors. Kamps Legal offers sophisticated guidance on structuring investment vehicles, including special purpose vehicles (SPVs), to comply with these stringent regulations, while also navigating exemptions and regulatory filings.
Kamps Legal advises clients on all regulatory requirements of private equity fund formation and operation, ensuring compliance with both federal and state securities laws. The firm assists with the formation of private funds and SPVs, registration exemptions, and ongoing disclosure obligations. Kamps Legal also provides counsel on state-specific investment adviser exemptions and registration requirements, ensuring that advisers understand the complex interplay between federal and state regulatory obligations. This includes advising on compliance with state-level Blue Sky laws and ensuring that clients meet exemption thresholds or registration requirements across various jurisdictions.
In addition, Kamps Legal provides strategic advice to companies engaged in blockchain and token offerings, including issues relating to tokens initially issued in the United States and subsequently transferred offshore to a more favorable foreign regulatory jurisdiction. This includes managing risks associated with evolving securities laws.
For investment advisers, Kamps Legal provides advice on fiduciary responsibilities, conflict-of-interest management, and compliance with the Investment Advisers Act of 1940, helping firms develop robust compliance programs to mitigate regulatory risk. The firm offers practical solutions for navigating complex areas such as anti-fraud provisions, insider trading policies, disclosure requirements, and state regulatory issues.
From the initial formation of private equity funds and SPVs to managing ongoing compliance, handling regulatory audits, and addressing state-level registration requirements, Kamps Legal delivers tailored legal strategies to ensure that clients remain compliant and well-positioned in an evolving regulatory landscape.
Registered Investment Adviser and Investment Adviser Representative Compliance and Reporting
Kamps Legal provides comprehensive legal services to Registered Investment Advisers (RIAs) and Investment Adviser Representatives (IARs), helping firms and individuals navigate the complex regulatory landscape of the Investment Advisers Act of 1940 and state-specific adviser regulations. With a deep understanding of the compliance and reporting obligations required by both the Securities and Exchange Commission (SEC) and state regulatory bodies, Kamps Legal ensures that advisers meet their fiduciary responsibilities while maintaining compliance with evolving regulatory standards.
Kamps Legal advises on the establishment and ongoing compliance of RIAs, including assistance with Form ADV filings, regulatory audits, enforcement matters, and helping clients continuously adjust their compliance programs to reflect regulatory changes and business developments. The firm also offers strategic counsel on compensation structures, ensuring that incentive plans for general partners, investment managers, and employees comply with SEC and state regulations, avoiding crossover into unintended investment advisory compliance violations.
In addition to compliance matters, Kamps Legal provides guidance on Books and Records Rule requirements, marketing regulations under Rule 206(4)-1, and Custody Rule compliance. The firm advises on ongoing obligations such as Form U4 and Form U5 filings for IARs, as well as compliance with state notice filings and registration exemptions where applicable.
Whether addressing the complexities of performance advertising, conflict-of-interest disclosures, or compliance with the Pay-to-Play Rule, Kamps Legal helps RIAs and IARs develop and modify robust compliance infrastructures over time, designed to minimize regulatory risks and ensure full transparency with clients and regulators.
From start-up advisers to established investment management firms, Kamps Legal provides tailored solutions to meet the regulatory and compliance needs of registered advisers, ensuring their businesses remain compliant and competitive in today’s evolving regulatory environment.
Broker-Dealer and Associated Person Compliance and Reporting
Kamps Legal provides tailored legal services to the brokerage industry, ensuring full compliance with the stringent regulatory frameworks imposed by the Financial Industry Regulatory Authority, the Securities and Exchange Commission, and state regulators. Drawing on extensive experience as General Counsel for a boutique investment bank and broker-dealer, Kamps Legal offers strategic guidance on establishing, maintaining, and continuously adjusting compliance programs to meet regulatory standards and mitigate risk.
Kamps Legal assists with key compliance obligations, including FINRA Rule 3110 (Supervision), Rule 4511 (Books and Records), and Rule 3270 (Outside Business Activities), as well as reporting obligations under SEC Rule 17a-3 and 17a-4. The firm also provides counsel on drafting and updating Written Supervisory Procedures (WSPs), ensuring that firms maintain a robust supervisory framework aligned with evolving regulations.
With a deep understanding of AML Compliance, OFAC requirements, know your customer (KYC) rules, and the USA Patriot Act, Kamps Legal directs clients in navigating these critical compliance areas. This includes advising on the implementation of anti-money laundering policies and procedures, and coordinating responses to FINRA, SEC, and state regulatory inquiries and investigations.
For associated persons, Kamps Legal provides comprehensive support with Form U4 and U5 filings, regulatory disclosure obligations, and responses to disciplinary inquiries and actions. The firm also has extensive experience representing clients in FINRA arbitrations, giving Kamps Legal expertise in such topics as unauthorized trading, unsuitability, breach of fiduciary duty, and failure to supervise.
Kamps Legal can offer holistic support to ensure broker-dealers and associated persons meet both operational and regulatory needs. Whether conducting regulatory audits, responding to FINRA and SEC inquiries, or developing a comprehensive compliance infrastructure, Kamps Legal provides expert counsel to ensure broker-dealers and associated persons maintain full compliance with federal and state regulations. Kamps Legal’s strategic approach helps clients adapt to the ever-evolving regulatory environment, endeavoring to minimize exposure to enforcement actions and reputational risk.
Internal Investigations
Kamps Legal provides thorough and discreet Internal Investigations services to companies facing potential regulatory issues, compliance breaches, or allegations of misconduct. Drawing on over a decade of experience as General Counsel for a group of financial service companies and as outside counsel, Kamps Legal is adept at conducting comprehensive confidential investigations that help businesses manage risk, maintain compliance, and also to respond appropriately to regulatory inquiries. Kamps Legal handles internal investigations with sensitivity, ensuring that the investigation is both efficient and legally sound, while protecting the company’s reputation.
Whether addressing issues related to securities violations, fraud, employment disputes, or regulatory compliance, Kamps Legal provides clear guidance to uncover the facts and develop a strategy to mitigate potential liabilities.
Key aspects of Kamps Legal’s Internal Investigations services include:
Investigating Misconduct: Conducting investigations into alleged violations of corporate policy, financial misconduct, breaches of fiduciary duty, or conflicts of interest.
Regulatory Compliance Investigations: Investigating compliance issues related to FINRA and SEC regulations, including market manipulation, and disclosure violations.
Employment-Related Investigations: Handling sensitive investigations related to workplace misconduct, harassment, or discrimination, and ensuring compliance with employment laws.
Document Review and Analysis: Conducting thorough document reviews, including email correspondence, financial records, and compliance reports, to build a comprehensive understanding of the issue.
Interviewing Key Personnel: Leading interviews with relevant employees, executives, and stakeholders to gather critical information and establish a clear factual record.
Cooperation with Regulators: Assisting clients in responding to regulatory inquiries and enforcement actions, ensuring full compliance with reporting requirements and mitigating the risk of penalties or sanctions.
Kamps Legal provides clients with actionable insights and practical recommendations based on the findings of the investigation. Whether the goal is to address internal policy violations or to respond to external regulatory bodies, Kamps Legal ensures that investigations are handled with integrity, professionalism, and an eye toward protecting the company’s long-term interests and reputation.
With a commitment to discretion, efficiency, and compliance, Kamps Legal’s Internal Investigations services help businesses navigate the complexities of operational and regulatory challenges while ensuring that their legal obligations are fully met.
Outside General Counsel
Kamps Legal can offer Outside General Counsel services and provide businesses with strategic, high-level legal counsel on an ongoing basis. Drawing from over a decade of experience as General Counsel for a boutique investment bank, broker-dealer, and registered investment adviser, and fifteen years of private practice, Kamps Legal brings a comprehensive understanding of the legal, regulatory, and operational challenges businesses face.
As Outside General Counsel, Kamps Legal can serve as a trusted legal advisor, managing the broad spectrum of corporate legal needs, from corporate governance, contract negotiation, and risk management to compliance with state and federal regulations. Whether assisting with day-to-day legal matters or advising on complex transactions, Kamps Legal delivers practical, business-oriented solutions to help clients navigate legal risks and achieve their strategic goals.
Kamps Legal’s Outside General Counsel services include:
Corporate Governance: Assisting boards of directors and executives with governance policies, corporate bylaws, meeting minutes, and board resolutions.
Contracts and Vendor Agreements: Drafting and negotiating a wide range of contracts, including employment agreements, vendor contracts, and non-disclosure agreements, to ensure the business’s interests are protected.
Risk Management and Compliance: Providing proactive legal advice on regulatory compliance, including anti-money laundering (AML), know your customer (KYC), and OFAC requirements, to help businesses minimize legal exposure.
Employment and HR Matters: Advising on employment law issues, including employee and independent contractor agreements, regulatory filings, and compliance with labor laws.
Mergers and Acquisitions, Asset and Stock Purchase Transactions: Guiding companies through complex transactions such as M&A, equity and debt offerings, and the formation of special purpose vehicles (SPVs).
Dispute Resolution and Litigation Management: Managing legal disputes, including working with outside counsel in litigation, FINRA arbitrations, and regulatory enforcement actions, while keeping the company’s business objectives in focus.
Kamps Legal can act as an extension of your management team, providing ongoing legal support at a fraction of the cost of an in-house legal department. Whether your business needs ongoing legal counsel or assistance with specific transactions and regulatory compliance, Kamps Legal’s Outside General Counsel services ensure that you have the legal guidance necessary to operate efficiently and confidently in today’s complex business environment.