
Engagement Model
Structured for early consultation and preventive compliance, not reactive hourly billing.
The hourly billing model incentivizes clients to minimize contact with counsel. In securities law, where the value of legal guidance is highest before problems materialize, that instinct creates regulatory risk. This firm's flat-fee structure is designed to remove the hesitation that prevents issuers from seeking timely securities counsel when they need it most.
Monthly Compliance Support
A flat monthly fee covers the ongoing securities compliance needs of public reporting companies. This is the engagement structure best suited for issuers who need consistent, accessible securities counsel throughout their reporting cycle, including periodic report preparation and review, current report filings for material events, SEC comment letter responses, disclosure guidance, and general securities law counsel as issues arise.
For companies in emerging industries like cannabis, AI, cryptocurrency, and luxury technology, the monthly compliance engagement provides particular value because these sectors face more frequent disclosure updates, evolving regulatory requirements, and heightened SEC scrutiny that makes ongoing access to specialized securities counsel essential rather than optional.
- Form 10-K, 10-Q, and 8-K preparation, review, and filing coordination
- SEC Division of Corporation Finance comment letter analysis and response drafting
- Ongoing disclosure guidance, risk factor updates, and MD&A review
- Section 16 reporting coordination for officers, directors, and beneficial owners
- General securities counsel availability throughout the reporting cycle
- Board and management consultation on securities law questions as they arise
- Regulation FD compliance guidance for earnings calls and investor communications
- Industry-specific disclosure updates for cannabis, AI, crypto, gaming, EV, entertainment, real estate, telecom, lending, shipping, nutraceuticals, and other regulated sectors
- Agreement review within scope: securities purchase agreements, investor-relations agreements, investment-banking agreements, and joint-venture agreements
Flat-Fee Project Work
Discrete securities law projects are quoted on a flat-fee basis before work begins. The fee is determined by the scope and complexity of the project, not the hours consumed. This applies to registration statements, going-public transactions, private placements, and other defined engagements where the deliverable and timeline can be scoped in advance.
Project-based engagements are particularly common for companies preparing for their initial securities registration, whether through an S-1, Form 10, or Regulation A filing, as well as for specific transactional matters like private placement memoranda, OTC Markets applications, reverse merger compliance, and M&A securities due diligence.
For companies in cannabis, AI, cryptocurrency, and luxury technology, project-based engagements often involve industry-specific disclosure challenges that require specialized analysis beyond standard registration requirements, and the flat-fee structure ensures that the additional complexity is addressed without open-ended billing.
- S-1 registration statements for IPOs and direct public offerings
- Form 10 Exchange Act registration for reporting company status
- Regulation A and Regulation A+ offering documents and SEC qualification
- Private placement memoranda and offering documents under Regulation D
- OTC Markets applications, uplisting documentation, and OTCQB/OTCQX compliance
- Reverse merger transaction compliance and super Form 8-K preparation
- M&A securities compliance review and due diligence
- Corporate governance restructuring and committee charter development
- Cannabis, AI, crypto, gaming, EV, entertainment, real estate, telecom, nutraceuticals, and luxury industry registration with specialized disclosure
- Proxy statements, information statements, and agreements exceeding ~20 pages
- Negotiated flat fees with installment payment options for major projects
Why Flat Fees in Securities Law: The Structural Case Against Hourly Billing for Compliance Work
Securities compliance is fundamentally preventive work. The value of counsel is highest before problems materialize, during the drafting of disclosures, the structuring of transactions, the evaluation of regulatory risk, and the early identification of disclosure gaps that could trigger SEC comment letters, enforcement referrals, or worse. In every other area of business, companies invest in prevention because the cost of remediation is orders of magnitude higher. Securities law should be no different, but hourly billing makes it so.
Hourly billing creates a perverse dynamic in securities compliance that is particularly harmful for issuers in emerging industries. When a cannabis company CFO has a question about whether a particular revenue recognition approach needs to be disclosed differently given the federal illegality of the company's operations, the last thing that should enter the decision to call securities counsel is the cost of the phone call. When an AI company's board is evaluating whether their technology capability claims in marketing materials are consistent with their SEC disclosure, the analysis should happen immediately, not after a cost-benefit calculation about legal fees.
The cost of a disclosure deficiency discovered during the drafting process is measured in hours of revision and analysis. The cost of the same deficiency discovered in an SEC comment letter is measured in weeks of response preparation, potential filing amendments, and market uncertainty. The cost of that deficiency discovered in an enforcement investigation is measured in years of legal proceedings and potentially millions of dollars in penalties, disgorgement, officer and director bars, and irreversible reputational damage.
Flat fees solve these problems structurally. They make securities counsel accessible throughout the compliance cycle without financial hesitation. They allow the firm to invest time in understanding the client's business, industry dynamics, competitive landscape, and regulatory risk profile rather than tracking increments of attention. They create an economic alignment between the firm's interest and the client's regulatory interest: accurate, complete, defensible disclosure that satisfies SEC requirements and anticipates enforcement scrutiny.
For issuers in cannabis, AI, cryptocurrency, luxury technology, and other regulated sectors where the disclosure challenges are more complex and the SEC's attention is more focused, the flat-fee model is not just more economical. It produces better compliance outcomes because it removes the single largest barrier to early consultation: the uncertainty of cost.
How the Engagement Process Works
Initial Consultation
The process begins with a confidential consultation to evaluate whether the matter falls within the firm's scope, assess the company's current compliance posture or transaction needs, and determine whether this firm is the right fit. The consultation covers the company's industry, regulatory status, disclosure history, and specific securities law questions. For companies in cannabis, AI, cryptocurrency, and luxury technology, this includes an initial assessment of the industry-specific disclosure challenges the company faces.
Scope Definition & Fee Proposal
Following the initial consultation, the firm provides a written scope definition and flat-fee proposal that clearly outlines the services to be provided, the deliverables, and the fee. For monthly compliance engagements, this defines the ongoing services covered by the monthly retainer. For project-based work, this defines the specific project scope, deliverables, and timeline. There are no hidden fees, no hourly surcharges, and no cost surprises.
Engagement Letter & Commencement
An engagement letter is executed that formalizes the attorney-client relationship, defines the scope of representation, establishes the fee arrangement, and sets forth the obligations of both parties. The attorney-client relationship and its associated protections, including attorney-client privilege and confidentiality, begin upon execution of the engagement letter, not before.
Ongoing Relationship
For monthly compliance clients, the engagement is designed to be a long-term relationship that provides consistent securities counsel throughout the company's reporting cycle and evolving business needs. The firm becomes a trusted advisor who understands the client's business, industry, and regulatory risk profile deeply enough to provide proactive guidance rather than reactive problem-solving.
Early consultation is the most effective and least expensive form of securities risk reduction.
The initial consultation is the appropriate time to evaluate whether this firm is the right fit for your securities compliance needs. All consultations are confidential. There is no obligation and no pressure.
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