LAW FIRM OF CHOICE FOR THE SMALLER PUBLIC COMPANY

With the groundbreaking changes recently announced by the SEC, which were designed in large part to help smaller public companies, the landscape has once again changed. Not for the first time, the job of running a public company is getting in the way of running your business. It is now even more important than ever to have the right firm represent your public company side so that you can concentrate on your operations.

Our experienced lawyers handle all aspects of public company compliance and transactions and are experienced in working with your auditors and other professionals and inhouse finance team. We strive to work seamlessly as facilitators and enablers to make sure you meet all of your compliance requirements, and are able to close on both strategic and financing transactions in a timely and cost effective manner. If your company is new and growing, we can also work as your outside “inhouse” legal department, ensuring that all of your daily legal needs are met. And, should the need ever arise, our team of experienced business litigations, led by the firm’s Managing Partner, Alan Fellheimer, is there to be your advocate, every step of the way.

In an electronic world, where the rules are continually changing, and always increasing in complexity, we are effective due to our boutique nature – we are agile and quick to adapt to changing circumstances. We also pride ourselves on a long history of making client service a paramount goal – while we have a team of associates available to assist with the “paper”, your contact will always be a firm partner, with experience specifically tailored to meet your needs. By using this dual approach, we are able to provide high quality representation, at a much lower cost than our counterparts at large firms, and with much quicker response times and more flexibility.

RECENT SEC PRONOUNCEMENTS AND OTHER RECENT NEWS

On November 15th, at an Open Meeting, the SEC announced groundbreaking changes to both Rule 144 and smaller public company disclosure system.See SEC Press Release: “SEC Votes to Adopt Three Rules to Improve Regulation of Smaller Businesses”.

In this press release, SEC Chairman Cox is quoted as stating: “’ Smaller businesses are a critical part of our nation's economy…. [S]small business is leading the way in America's economy. Today's rule amendments will enable smaller companies to raise capital more effectively and ease some of the burdens of our reporting and disclosure requirements, and they will ensure that investors in these companies are paying for important investor protections and not red tape.’"

Final regulations are expected to be released shortly.

The SEC has established the Advisory Committee on Improvements to Financial Reporting in its ongoing effort to continue increasing the quality of American company public disclosure.

If you or someone you know in Pennsylvania, New York or nationwide needs the assistance of an experienced Securities Attorney, call Fellheimer & Eichen LLP today at 866-207-8417, or complete the contact form provided on this site to schedule your initial consultation.

OUR CORPORATE AND SECURITIES PRACTICE

Public Company Compliance, IPOs and Reverse Mergers, Secondary and Follow On Offerings, Tender Offers, Proxy Filings, PIPE and Other Private Financing Transactions, International Work M&A, Hedge Funds and V.C. and other Private Equity, Banking and Other Commercial Finance, Real Estate and other General Corporate and Commercial

Public Company Compliance

Our firm represents smaller public issuers with respect to their ongoing SEC compliance needs. We work with issuers and their accounting and finance professionals to ensure timely and accurate reporting of material events on all forms including, but not limited to, 10-K and 10-KSB, 10-Q and 10-QSB, 8-K and Annual Reports on Schedule 14A. We also represent companies in initial listing on stock exchanges and ongoing compliance with stock exchange rules.

IPOs and Reverse Mergers<

Over the past two decades our lawyers have gained experience working with private companies desiring to become public, whether through the traditional initial public offering route or through the reverse merger/”Super 8-K” route.

Secondary and Follow On Offerings

We represent issuers with respect to both issuer “follow on” offerings and “secondary” or “resale” offerings, often in conjunction with PIPE transactions. Traditionally both types of offerings have been conducted via either Form SB-2 or Form S-3.

Tender Offers and Proxy Filings

The firm works with its clients on various matters requiring filing on tender offer and proxy solicitation forms through Regulations TO and 14A, in addition to handling routine Annual Reports on Schedule 14A, including the new Compensation and Disclosure Analysis (“CD&A”) requirements.

PIPE and Other Private Financing Transactions

We represent mainly issuers (but from time to time the investors) in both equity and debt PIPE transactions. Where registration rights are granted as part of the transaction terms, we also file the required registration statements.

International Work

Our team of lawyers has both transactional and litigation experience both in Europe and Asia

M&A

We counsel companies and partnerships/llcs, independent and special board committees, controlling stockholders and independent businesspeople in acquisition and divestiture transactions, including acquisitions and divestitures, mergers of public companies, privately negotiated sales, business combinations and joint ventures and strategic alliances.

Hedge Funds and V.C. and other Private Equity

We have represented both sponsors of, and investors in, hedge funds and other private equity vehicles. We form both domestic and offshore investment vehicles and counsel with respect to the securities and corporate governance matters relating to portfolio companies (private and public)

Banking and Other Commercial Finance

Our partners have decades of experience representing both lenders and borrowers in all types of banking and other commercial finance transactions. We work with secured, unsecured and mezzanine transactions, with all types of collateral. We are also well versed in refinance, workout and restructuring transactions.

Real Estate and other General Corporate and Commercial

We generally advise clients with respect to ongoing matters involving corporate governance, contracts, intellectual property and executive compensation and employment and consulting arrangements. We work with clients with respect to employee benefit and human resource matters. We also represent the full gamut of real estate matters from mortgage lending, to leasing and acquisitions of real estate.

Client have determined that in some instances we are more cost effective and just as efficient as having an inhouse general counsel. We will consider flat fee transactional arrangements as well as monthly fee arrangements where we act in a general capacity.

If you or someone you know in Pennsylvania or nationwide needs the assistance of an experienced Philadelphia Securities Attorney, call Alan Fellheimer today at 866-207-8417, or complete the contact form provided on this site to schedule your initial consultation.

ADDRESS OF THE FIRM:
Fellheimer & Eichen
1800 John F. Kennedy Blvd., Suite 1400
Philadelphia, PA 19103
Telephone: 866-207-8417

44 Wall Street
12th Floor
New York, NY 10005

MEMBERS OF THE FIRM:

ALAN S. FELLHEIMER, Attorney

Education:

• Temple University (B.A. 1968)
• Temple University School of Law (J.D. 1971)
  • summa cum laude, (First in Class)
  • Editor-in-Chief,
  • Temple Law Quarterly

Martindale Hubbell

• Rated “AV”
• Register of Preeminent Lawyer

ALAN FELLHEIMER is founding partner in the law firm of Fellheimer & Eichen LLP. His practice encompasses the areas of banking, finance, litigation and business negotiation. In addition to his activities as a lawyer, from 1985 -1990, Mr. Fellheimer held the position of Chairman and CEO of a NYSE listed bank holding company with assets in $4BB. During his tenure, the company had a rights offering, raised subordinate debt, acquired subsidiary financial institutions and effectuated a major financial restructuring.

Mr. Fellheimer has developed an extensive practice in commercial litigation, bank regulatory matters, and in representing clients in their dealings with financial institutions. His style is unique in its combination of aggressive timely litigation with a keenly honed ability to negotiate when the moment is right in order to achieve the client’s desired result more quickly and efficiently. The goal is not to “chalk up another win” – but rather to chalk up another totally satisfied client. “We use all of our skills to achieve the client’s goals as quickly and inexpensively as is possible.”

A sampling of his matters includes:

• The unwinding of a major international stock fraud.
• The representation of a global corporation in trade secrets litigation involving its multinational employees.
• The representation of a company entangled in years of litigation with a senior bank creditor and several other creditors. Through a combination of litigation and negotiation all outstanding litigation was ended and as a result the company was able to go public.
• The successful representation of shareholders in the hostile de-merger of a major division of a metals company achieved through negotiation without litigation, and the negotiation and perfection of the leveraged financing for its acquisition by the shareholders.
• The successful representation of a State chartered bank in litigation against the State that prevented the closure of the bank by the State department of banking.
• The successful representation of a State chartered bank in obtaining substantial damages from the State for improper closure.
• The successful representation of shareholders of a bank in administrative proceedings filed by federal and state regulators seeking to impose personal sanctions and fines on the shareholders which were withdrawn.
• The successful representation of a large credit card bank in the favorable termination of an unwanted data processing contract through negotiation.
• The successful representations of holders of minority interests in a corporation where their interests were being unfairly treated by the controlling interests.
• The representation of an international corporation in contract litigation and arbitration with a major supplier in India.
• The successful reorganization of a large national chain of video stores.
• The collection of literally hundreds of millions of dollars in defaulted loans for numerous financial institutions.

Beyond his regular practice, Mr. Fellheimer is a speaker and writer for the American Bankers Association, Commercial Law League, Pennsylvania Bar Association, Pennsylvania Institute of Certified Public Accountants and the Pennsylvania Bar Institute. Mr. Fellheimer also was a Lecturer in Law for Temple University School of Law, in the areas of Debtors’ Rights and Creditors’ Remedies, Bankruptcy & Its Alternatives, Corporate Reorganization, The Uniform Commercial Code, and Representing the Small and Medium Size Business (1972-1982)

In addition Mr. Fellheimer is active in his community and serves as members of the following profession committees:
Governmental Relations Committee, Pennsylvania Bankers Association; Governmental Relations Committee, New Jersey Bankers Association

Mr. Fellheimer also serves as:
Member, Temple University President’s Advisory Board; Trustee of Temple University Law Foundation; Chairman of the Advisory Board of The University of Pennsylvania School of Social Policy and Practice, Wharton School of Business and Fells School of Government joint degree programs in Non-Profit Administration; Trustee, Board of Trustees, Gratz College; Trustee, Grand Lodge of Pennsylvania Free and Accepted Ancient York Masons; Trustee, LuLu Temple, Ancient Order of the Shrine; Member, Board of Directors, Pennsylvania Ballet Company; Member, Israel and Oversees Board, Jewish Federation of Greater Philadelphia; Chairman of Partnership 200 for Philadelphia – Netuvit abd /sedit Negev; Member, Board of Directors Philadelphia Chapter of the American-Israel Chamber of Commerce; and Member, Board of Directors Lubavitch of the Main Line.

Admissions

• Supreme Court of Pennsylvania;
• Supreme Court of New Jersey;
• Supreme Court of New York;
• United States Court of Appeals for the Third Circuit;
• United States Court of Appeals for the Seventh Circuit;
• United States District Courts for the Eastern and Middle Districts of Pennsylvania ;
• United States District Court of New Jersey;
• United States District Court for the Southern District of New York;
• United States District Court for the Eastern District of New York;
• United States Tax Court; and
• United States Federal Court of Claims

Judith E. Fellheimer

Education

• University of Pennsylvania (B.A. 1964)
• Temple University School of Law (J.D. 1972)

JUDITH FELLHEIMER is a partner in the law firm of Fellheimer & Eichen LLP. Her practice encompasses the areas of real estate, banking and litigation. She has special expertise in construction, leasing and property management and represents developers, contractors, tenants and landlords in connection with such matters. Ms. Fellheimer also represents clients in financial fraud cases, employment discrimination matters, and actions by minority shareholders and partners. Ms. Fellheimer has spent 10 years in the development and management of commercial real estate. She also served as the president of a company that provided consulting services to financial institutions with regulatory issues.

In addition to her law practice Ms. Fellheimer serves on the Board of Directors of Pennsylvania Business Bank, the Board of Overseers of the University of Pennsylvania, School of Social Policy and Practice, and the Trustee’s Council of Penn Women.

Admissions

• Supreme Court of Pennsylvania;
• Supreme Court of New Jersey;
• United States District Court for the Eastern Districts of Pennsylvania; and
• United States District Court for the District of New Jersey

Jolie G. Kahn

Education

• Cornell University(B.A. 1986)
• Benjamin N. Cardozo School of Law (J.D. 1989)
  • magna cum laude
  • Law Review and Alexander Fellow

JOLIE KAHN is a partner at Fellheimer & Eichen LLP. Her practice encompasses the areas of securities, corporate finance, mergers and acquisitions and general corporate and real estate matters. Ms. Kahn regularly represents both public and private companies, and hedge funds in their role as investors in public companies. In her role as outside counsel to public companies on the compliance front, Ms. Kahn prepares and files the full gamut of Securities Act and Securities Exchange Act filings (including periodic reports, annual reports, proxy statements and registration statements). She also works with both companies and hedge funds in complex transactions both in structuring and negotiation of multi million dollar debt and equity financings and mergers and acquisitions. Ms. Kahn’s practice is rounded out with general corporate, real estate, and corporate governance matters.

Ms. Kahn also lectures in securities law with her most recent engagement for the New York County Lawyers Association concerning recent proposed changes to the federal securities laws affecting smaller public companies.

Admissions:

• Supreme Court of Connecticut
• Supreme Court of New York
• Supreme Court of Pennsylvania
• United States District Court for the Eastern District of Pennsylvania

Government Agencies and Other Regulators

• Securities and Exchange Commission
• National Association of Securities Dealers
• NASD Regulation
• American Arbitration Association
• Public Company Accounting Oversight Board
• U.S. Patent & Trademark Office
• California Secretary of State
• Delaware Secretary of State
• Florida Department of State
• Nevada Secretary of State
• New York Secretary of State
• Pennsylvania Secretary of State

Stock Exchanges

• Nasdaq Stock Markets
• American Stock Exchange
• New York Stock Exchange
• Over The Counter Bulletin Board
• Pink Sheets

Other Important Sites

• Legal Information Institute
• Real Corporate Lawyer
• European Commission
• FindLaw
• Library of Congress
• Placement Tracker
• Sarbanes-Oxley Act
• Securities Lawyer's Deskbook
• American Corporate Counsel Association
• The Securities Law Home Page
• Bowne SecuritiesConnect
• The Michigan State University Journal of Business and Securities Law
• American Society of Corporate Secretaries