Robert Weber Edler

In representing businesses, including corporations, partnerships and limited liability companies, we help to structure the business; assist the business in obtaining financing, in preparing shareholder agreements, in preparing employment agreements, in preparing and negotiating many types of tailored, unique contracts with customers, suppliers and joint venture partners; in resolving disputes with a view to avoiding litigation; and in preparing incentive compensation arrangements for employees.

This practice includes the representation of both buyers and sellers in acquisitions and sales of businesses typically structured as sales of assets, or sales of common stock, or mergers. If securities are being offered and sold as part of the transaction, requirements of federal and state securities laws must be satisfied. When representing buyers, assistance with a full and complete due diligence investigation of the seller is part of our work.

Private placements of securities are usually made pursuant to Regulation D under the Securities Act of 1933. The issuer of these securities in such offerings may be in any type of business and must disclose all "material facts" to its offerees and purchasers. This is usually done in a Private Placement Memorandum in order to have evidence that all material facts have been disclosed. "Material facts" include all significant facts a reasonable investor would want to take into consideration.

Acting as an arbitrator for the Financial Industry Regulatory Authority and the Circuit Court of Cook County, Illinois; and representing purchasers of securities who have been defrauded by their securities brokers or who have been sold unsuitable securities by their securities brokers or who have been otherwise victimized by their securities brokers.