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Welcome
to The Loev Law Firm, PC, providing guidance in Corporate / Securities
law.
We
are located in Bellaire, Texas,
fifteen minutes west of downtown Houston,
Texas.
If you have any questions, please feel free
to contact us at 713-524-4110 or via email at dloev@loevlaw.com.
Articles and Accolades:
●
October 2009 - David M. Loev, completes
Manousso Mediation & Alternative Dispute Resolution Services -
Mediation Training Program . The
Loev Law Firm, PC, now offering Mediation and Alternative Dispute
Resolution Services (Click
Here For More Information).
● On January 24, 2009, David M. Loev spoke at the American
Association of Attorney-Certified Public Accountants’ 2009 Southwest
Regional Education Conference regarding “Pros and Cons of Being a
Publicly Traded Company and Responsibilities of Officers & Directors of
a Publicly Traded Company.”
● On January 11, 2007, David M. Loev spoke at the 2nd Annual
PIPEs Summit at the Sonesta Hotel &
Suites in Coconut Grove,
Florida, regarding the
SEC’s new approach to Rule 415(a)(1) Registration Statements.
● On September 8, 2006 David Loev spoke to the Attorney-CPA South
Texas Chapter on the topic of “Small Businesses: Pros and Cons of
Being a Publicly Traded Company and Responsibilities of Officers and
Directors of a Publicly Traded Company."
●
David M. Loev announced as a Texas Super Lawyer for
second consecutive year.
●
David M. Loev and John S. Gillies
publish article in The Attorney-CPA journal:
"New Over-The-Counter Bulletin Board Rules
May
Mean Three Strikes and You're Out to
Some Issuers"
●
Study Shows David M. Loev, Attorney at Law as one of the
Top Ten Law Firms filing Form SB-2
Registration Statements in 2005
●
David M. Loev and John S. Gillies publish
article in the Journal of Taxation and Regulation of Financial
Institutions:
"Changes to
SEC Rules Regarding Shell Companies and the
Use of
Form S-8 Registration Statements"
Representative Transactions:
·
Represented Issuer in connection with sale of $6
million in registered direct offering pursuant to a Form S-3 and Prospectus
Supplement filing, of Units, consisting of shares of common stock and
warrants (with a total value of up to $18 million).
·
Represented publicly traded oil and gas company
in connection with $2.5 million secured debt funding, including negotiating
and drafting deal documents, preparing certifications, and schedules and
assisting and advising the Issuer through the entire funding process from
Term Sheet to closing.
·
Represented oil and gas company in connection
with $50 million transaction involving the sale of securities.
·
Prepared Joint Venture Agreements for mineral
extraction and precious metal recovery company relating to assets located
in New Mexico and Bolivia.
·
Prepared and negotiated settlement agreement of
former officer of privately held holding company.
·
Prepared and negotiated various settlement and
release agreements for former employees of publicly traded technology
company.
·
Researched issues, analyzed laws and regulations
and prepared no action letter to Texas
Securities Division in connection with an Issuer’s issuance of shares
exempt from registration pursuant to Section 3(a)(10) of the Securities Act
of 1933, as amended. The Issuer
subsequently received a no action letter from the Texas Securities Division in connection
with such request.
·
Prepared and negotiated Issuer’s purchase
of intellectual property and patent rights pursuant to an Intellectual
Property Purchase Agreement.
·
Prepared documents, negotiated terms, and
represented and provided counsel to Issuer in connection with sale of large
portfolio of payment systems assets and accounts.
·
Represented Issuer in connection with reverse
merger of a technology and Internet search company into a publicly traded
‘shell company’, a purchase of technology based assets and
websites and issuance of over $3 million in secured promissory notes.
·
Prepared Private Placement Memorandum and related
subscription and funding documents for Outdoor Lifestyle company seeking to
raise up to $1 million in private funding.
·
Represented various Issuers and prepared
documentation, agreements, and disclosures relating to multiple reverse
merger transactions of operating companies into publicly traded
Over-The-Counter Bulletin Board ‘shell companies.’
·
Prepared and negotiated Exclusive Distribution
Agreement for produce and beverage distribution company.
·
Represented Issuer in connection with sale of
Satellite Communications Division.
·
Represented NYSE Amex Issuer in connection with
multiple acquisition agreements and provided liaison services, applications
for additional listings and related services in connection with listing of
shares on NYSE Amex.
·
Prepared and obtained effectiveness for numerous
Form S-1 Registration Statement filings for Issuer’s seeking to go
public pursuant to an initial public offering, including Form S-1
Registration Statements for technology and Internet based Issuer’s,
consulting companies, mineral extraction and exploration companies, medical
consulting and oil and gas extraction companies, among others.
·
Assisted and advised various Issuer’s
seeking to file Form 15’s and cease their reporting requirements with
the Securities and Exchange Commission.
·
Represented and assisted various Pink Sheet (OTC
Pink) traded companies seeking to engage market makers, file
15c2-11’s and trade their securities on the OTCBB.
·
Represented entity in acquisition of payment
processing company and assets.
·
Prepared numerous Schedule 14A Proxy Filings,
Schedule 14C Information Statement filings and related filings for
Issuers. Assisted Issuers throughout
the entire Schedule 14A/14C process from responding to SEC comments, to
assisting with the printing and mailing of notices to assistance with
annual and/or special meetings.
·
Assisted numerous Issuers with providing FINRA
notice of and corresponding with FINRA in connection with proposed name
changes, stock splits and other material corporate changes under
FINRA’s newly adopted notice rules.
·
Represented oil and gas re-refining company with
settlement negotiation in connection with asset purchase agreement.
·
Represented Issuers in connection with the sale
of two OTCBB Shell Companies.
·
Prepared Private Closing Documents in connection
with sale of interests in a Chinese Beverage Company.
·
Prepared Private Placement Memorandum for sale of
up to $20,000,000 in convertible preferred stock of auto leasing company.
·
Prepared Private Placement Memorandum for sale of
up to $5,000,000 in units consisting of convertible preferred stock and
warrants of oil re-refining company.
·
Prepared Form S-1 Registration Statement for
alternative energy company.
·
Prepared various closing documents and assisted
publicly traded prosthetics company in connection with reverse merger/going
private transaction with healthcare staffing company.
·
Assisted preparation of Private Placement
Memorandum and closing documents for sale of $25,000,000 in securities in
connection with the United
States Citizenship and Immigration
Service EB-5 Immigrant Investor Program.
·
Prepared Private Placement Memorandum,
Subscription Agreement and related documents and agreements for $1.8
Billion Rule 144A Bond Offering secured by $2.2 Billion in Senior Life
Settlements.
·
Prepared Form S-1 Registration Statement for
Restaurant Concepts corporation.
·
Prepared
and gained effectiveness of Form S-1 Registration Statement for oil and gas
company.
·
Prepared
Private Placement Memorandums and offering documents for farm and
agricultural for various Limited Liability Companies.
·
Represented
Limited Liability Company in connection with the acquisition of an oil and
gas terminaling facility.
·
Prepared
various offering documents for the management company of a real estate
investment trust.
·
Prepared
Form F-1 Registration Statement in connection with a Chinese wireless
value-added services company.
·
Prepared
and assisted with the review of various documents for an oil re-refining
company, including a supply agreement and various operating agreements.
·
Prepared
private placement offering document for a wireless industrial data
collection/processing company.
·
Assisted
in the preparation of a Schedule 14A Proxy Filing for a merger of a public California company and a private Nevada corporation.
·
Prepared
various documents in connection with the sale of interests of owned in a
real estate partnership.
·
Prepared
and gained effectiveness for Form S-1 Registration Statement for woman's
handbag and accessories design company.
·
Prepared spin-off transaction Form S-1
Registration Statement for coil tubing company.
·
Negotiated
settlement of various lawsuits and helped wireless service company
successfully negotiate and affect a change in control transaction.
·
Represented
oil re-refining company in connection with a merger transaction with a
publicly traded company.
·
Prepared
and filed numerous deficient filings relating to a pinksheet traded oil and
gas company and worked with such company to obtain a listing on the
Over-The-Counter Bulletin Board.
·
Prepared
various private placement memorandums for Regulation D offerings for the
sale of interests in multiple limited liability companies.
·
Prepared Form 20-F for Japanese computer software
company.
·
Represented
oil and gas company in connection with $13.1 million dollar financing.
·
Represented event planning company in connection
with $3.55 million dollar financing.
·
Represented former Director in SEC enforcement
investigation.
·
Represented pediatric prosthetics company in
connection with $1.5 million dollar financing
·
Represented oil and gas company in connection
with $16.2 million dollar financing transaction.
·
Represented oil and gas company in connection
with $5 million dollar financing.
·
Represented seller in connection with the sale of
a Security Business.
·
Represented Issuer in connection with $1.5
million dollar financing.
·
Represented oil and gas company in connection
with $40 million dollar financing.
·
Represented oil and gas company in connection
with $8.5 million dollar financing.
·
Prepared Rescission Offer for Digital Signage
Company.
·
Represented golf services company in connection
with a Rescission Offer.
·
Represented oil and gas company in connection
with $9.5 million dollar financing transaction.
·
Represented oil and gas company in connection
with $15 million dollar financing transaction.
·
Represented event planning company in connection
with $2.5 million dollar sale of securities and registered resale of
such securities.
·
Prepared registration statement (IPO) for a
Russian oil company.
·
Represented oil and gas company in connection
with Joint Venture Agreement.
·
Prepared registration statement (IPO) for a
biopharmaceutical company.
·
Prepared registration statement to register the
resale of $11 million dollars in securities for a resort and real estate
company.
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