About Our Team

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Nick Roach

President, CEO, Theme UI/UX Designer Lorem ipsum dolor sit amet, consectetur adipiscing elit. Praesent mattis nec nisi non luctus. Donec aliquam non nisi ut rutrum. In sit amet vestibulum felis, id aliquet ipsum. Vestibulum feugiat lacinia aliquet.

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  • Design & UX 50%
  • Web Programming 80%
  • Internet Marketing 10%

Kenny Sing

Lead Graphic Designers
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  • Photoshop 85%
  • After Effects 70%
  • Illustrator 50%

Mitch Skolnik

Community Manager
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  • Customer Happiness 80%
  • Tech Support 30%
  • Community Management 50%

Timely Support

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Innovative Ideas

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Advanced Technology

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Clear Communication

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Recent Blog Posts

Learn from the top thought leaders in the industry.

Intellectual Property Considerations in M&A Transactions

On April 4, 2017, Riveles Wahab LLP partner Kaiser Wahab gave a presentation on the unique considerations for attorneys when a client is purchasing or merging with a company for which intellectual property is a key asset. For traditional businesses with physical assets, due diligence may come with reasonably obvious do’s and don’ts. However, in M&A deals where intellectual property is the key or sole asset, due diligence becomes even more critical yet far less obvious in terms of best practices. In such deals, often unique and powerful transaction structure and drafting considerations come into play that are unfortunately overlooked as practitioners often make unwarranted assumptions regarding IP ownership and/or curing defects. Moreover, there are often misconceptions about the applicability of ordinary representations, warranties, and other M&A provisions to IP as a “one-size-fits-all” solution to the often unique array of defects and other “wrinkles” attached to the IP. In these cases, valuing and structuring the transaction can be adversely affected, the post transaction operations of the target business can be compromised, and the rights of both purchaser and seller can be significantly undermined.

Basics of Warrant Coverage Terms

In order to induce “investment” of valuable dollars or services, ranging from cash investment under a Regulation D Private Placement Offering, or on the flipside, the efforts of a trusted advisor/accelerator/incubator, so-called “warrant coverage” is often part of the deal. “Warrant Coverage” is designed to further persuade an investor or service provider to participate in an investment opportunity by providing the investor or service provider additional opportunity to leverage the company upside, as it grows in value. While less commonly used than a variety of other deal “sweeteners”, they are a significant feature in the investment landscape. The following provides a high-level summary of the typical negotiated deal points for warrants.

Corporate Structuring and Fundraising for Single Purpose Vehicles

What do securities syndications and fundraising for real estate, restaurant ventures, film ventures, theme parks and a variety other project finance opportunities have in common? The answer is simply the often overlooked and misunderstood “SPV.” Essentially, the SPV or “Single Purpose Vehicle” is an entity that is structured to take in investor monies towards funding a singular dedicated project or opportunity. Indeed, a great majority of real estate finance projects, and a variety of other project finance opportunities essential to the U.S. economy, are at least partly funded by SPVs. Furthermore, with the advent of crowdfunding and “general solicitation” under the JOBS Act, the SPV’s role in financing a variety of projects and operating companies cannot be overstated.

Recent Projects

Learn from the top thought leaders in the industry.

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