Moomjian, Waite & Coleman, LLC

Moomjian, Waite & Coleman, LLP is a business law firm representing public and private companies, private equity funds, investment banks and investors in the areas of corporate and securities law, and other areas. Our firm represents clients across a broad range of industries, from cutting-edge high-tech companies to traditional manufacturing companies.

In addition to the legal services we provide, due to our extensive background in advising public and private companies, we are able to help many of our clients develop their business plans, decide on an appropriate capital structure and obtain financing and prepare for acquisition transactions.

Clients rely on Moomjian, Waite & Coleman, LLP for legal advice and counseling on a full range of corporate and securities matters necessary to compete in today’s global business environment, including mergers and acquisitions, corporate finance, corporate governance, restructurings and private equity investments.

Moomjian, Waite & Coleman, LLP represents public companies in matters relating to ongoing compliance with SEC regulatory requirements. We also represent privately held companies of all sizes and regularly advise clients concerning conractual matters, partnerships, joint ventures, licensing, executive compensation and employment, consulting agreements, equity plans, and other routine business matters, as well as representing entrepreneurs in the formation and financing of start-up ventures.

Mergers & Acquisitions

Our attorneys have significant experience in representing buyers and sellers of businesses, both large and small, across a wide range of industries. We help our clients through the entire selling or buying process, from introduction to investment banks to structuring and closing the transaction. We are intimately familiar with drafting and negotiating the letter of intent and the basic acquisition agreement (asset purchase, stock purchase or merger agreement). Clients are aided in understanding all relevant documentation. Our clients in this area include both public and private companies and private equity funds.

The experience of our partners in this area was developed in two of New York City’s top firms. Gary Moomjian began his career at Wachtell, Lipton, Rosen & Katz, one of the leading M&A firms in the country, where he worked on some of the largest acquisitions occurring during his tenure. His clients included acquirors, acquirees and the M&A departments of premier investment banks. Kevin Waite was trained at Cadwalader, Wickersham & Taft, another top New York City law firm, where he also was involved in complex M&A transactions. Mr. Waite has significant experierince in representing private equity funds in connection with the purchase and sale of portfolio companies.

Corporate Finance & Private Equity

Our attorneys have broad experience representing companies, private equity funds and other investors and investment banks in all aspects of equity and debt offerings. We help to negotiate and structure transactions, draft offering documents and perform all necessary legal services to close the financing, including the making of all necessary “blue sky” and SEC filings. Our attorneys also represent borrowers in connection with secured and unsecured loans and other credit transactions.

We represent a wide range of clients in this area, from early stage companies to companies that have established themselves as leaders in their industry.

We help earlier stage companies with their business plan and advise them on the various methods that may be available to them to obtain the capital they need to grow their business. Clients are aided in the process of meeting and negotiating with different financing sources and intermediaries. We help our clients understand the benefits and disadvantages of different methods of financing, including angel financings, venture capital, pipes, private equity and placement agent lead private placements.

In addition to representing companies with their financing needs, we advise private equity funds with respect to ongoing operations and investments.

SEC Reporting

Our attorneys provide all services required for a public company to meet its reporting obligations under the Securities Exchange Act of 1934. We help our clients prepare and file their Annual Reports, Quarterly Reports, Current Reports and Proxy Statements.

In addition, we help our clients file reports required to be filed under Section 13 and Section 16 of the 1934 Act to report beneficial ownership of securities of public companies.

Corporate Governance

We provide advice to our clients on a broad range of corporate governance matters, including the development and maintenance of corporate governance policies and procedures and fiduciary duties of boards of directors. We also help our clients achieve compliance with corporate governance rules of exchanges on which their securities are listed. Among the policies and procedures we have helped our clients implement are the following:

• Codes of Ethics
• Insider Trading Policies
• Board of Director and Committee Self-Evaluation Programs
• Whistleblower Policies
• Board of Director Committee Charters

General Corporate

We help our clients with a broad range of general corporate matters. Such matters include the following:

• Formation and operation of corporations, partnerships, limited liability companies and joint ventures
• Negotiation and drafting of commercial agreements
• Preparation of minutes of meetings of boards of directors and stockholders

Alternative Dispute Resolution

The firm assists clients in resolving disputes without litigation through various alternative dispute resolution procedures, including nonbinding and binding arbitration, mediation, expert fact-finding and early neutral evaluation. We help clients establish dispute handling systems and agreements for particular transactions and disputes.

We also structure dispute resolution contract clauses for inclusion in client contracts. The current practice of Lonnie Coleman includes service as an arbitrator and mediator.

Employment Defense

Our firm has extensive experience defending employers in actions arising from the employer/employee relationship. Federal and state employment laws impose legal obligations and their attendant risks on every employer. Our firm is well equipped to assist you with:

• Discrimination and harassment claims (age, race, gender, national origin)
• Sexual harassment
• Handling administrative charges including, civil rights violation claims before the Equal Employment Opportunity Commission and New York State Human Rights Division
• Defending regulatory discharge actions
• Employment contract disputes
• Employment policy and procedure
• Protecting employers’ confidential and proprietary information, trade secrets and business relationships from misuse or interference

Construction

Our firm has extensive experience representing contractors and subcontractors in a variety of matters, including drafting of contracts and counseling on litigation avoidance.

Trade Secrets, Non Compete & Workplace Technology

Our firm regularly helps employers to develop comprehensive trade secret protection programs. Our services include:

• Drafting non-competition agreements, non-disclosure agreements, assignment of invention agreements and similar documents
• Preparing executive and individual employment agreements
• Consulting on electronic information retention and security policies

In an environment of increased regulation and intensified enforcement, we offer a wide range of services to minimize risk and business disruption. We will work with our clients to tailor compliance programs that address the specific cultural, structural, and systemic nature and business activities of the organization.

When problems do arise, we are adept at responding to government investigations and developing strategic approaches for the defense of companies and individuals against anticipated enforcement actions.

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