Primary Practice Areas
- Corporate Finance and Securities
- Global Markets & Listings
- Mergers and Acquisitions
- Special Counsel and Investigations
- SEC and FINRA Investigations
- Audit Committee Counseling
- Corporate Governance
- Private Equity and Investment Funds
- Corporate Law
- International
- U.S. Ex Pat Estate Planning
- Collection of Commercial Debts
- Arbitration
- Mediation
Special Counsel and Investigations
Schlueter & Associates, P.C. frequently represents Chinese and other companies that require lawyers for audit or special committee fraud investigations and other matters. Our lawyers have conducted significant corporate internal investigations, often on a multi-jurisdictional basis. Our extensive experience is a critical resource for companies, officers and directors that are increasingly exposed to a wide range of international investigations and enforcement proceedings. The Firm’s lawyers have extensive experience in practice areas such as financial and accounting fraud, foreign payments and trade, securities investigations, corporate governance and controls and whistleblower claims. The firm specializes in handling cross-border investigations and multi-jurisdictional regulatory enforcement proceedings covering a broad range of industries.
Special investigations often require the service of professionals in related areas such as forensic accounting and electronic document collection. We have strong relationships with professionals in these areas who assist us with investigations.
Schlueter & Associates, P.C. representative experience for Chinese companies conducting special investigations includes:
Special Counsel to Audit Committee of a Chinese manufacturer listed on the NASDAQ Capital Market concerning various alleged accounting and financial statement matters raised by the SEC; and
Special Counsel to Audit Committee of a large Chinese company listed on the New York Stock Exchange concerning various alleged accounting and financial statement irregularities;
SEC and FINRA Investigations
Schlueter & Associates offers clients representation in connection with SEC and FINRA formal and informal investigations. We routinely represent companies, officers and directors, investment banks, hedge funds, private equity firms, accounting firms and insurance/investment product companies in SEC enforcement actions and investigations. We take a practical approach, combined with experience and a proven track record to achieve excellent results for clients throughout all phases of enforcement actions and investigations.
Schlueter & Associates, P.C. regularly represents clients in the following areas:
Investigations, enforcement proceedings and disciplinary actions by the SEC, Financial Industry Regulatory Authority (“FINRA”) and state securities commissions. We handle matters such as insider trading, revenue recognition, capitalizing vs. expensing, valuation of assets, related party disclosures and violations of generally accepted accounting principles (“GAAP”). We also handle diverse aspects of broker-dealer regulation, including complex trading, valuation, manipulation, gifts and gratuities, suitability and supervision;
Compliance, including advice on regulatory audits, company policies and codes of ethics. In all engagements, we bring to bear the experience gained in defending investigations to help our clients avoid regulatory problems; and
Internal and independent investigations, directed by in-house counsel, audit committees, or other groups of independent directors, or by independent monitors or trustees, receivers or examiners.
Schlueter & Associates, P.C. representative experience for companies being investigated by the SEC or FINRA includes:
Representation of a NASDAQ Capital Markets company (now listed on the NYSE Amex Equities Market) in connection with allegations of improper revenue recognition, improper capitalization of software development costs, false and misleading financial statements and various violations of the record keeping requirements and of appropriate internal and financial controls. The SEC ultimately filed an action in the Federal District Court, but we were able to assist the Company to enter into a settlement with the SEC that involved (without admitting or denying the allegations) an agreement to implement various internal and financial controls and minor fines for the Company’s principal accounting and chief financial officers;
Representation of the Chief Financial Officer and a NASDAQ Global Markets Company in connection with allegations of improper revenue recognition, improper accounting for inventory and its various components, improper accounting for total turnover, and false and misleading financial statements. The SEC ultimately filed an action in the Federal District Court, but we were able to assist the Chief Financial Officer and the Company to enter into a settlement with the SEC that involved (without admitting or denying the allegations) an agreement for the Chief Financial Officer to not serve as an officer or director of a listed company for a three-year period, and for the Company to restate its financial statements and to implement various internal and financial controls; and
Representation of a Company accused of making private sales of securities in violation of the federal securities laws, and for failing to disclose the “control” persons of the Company in its reports filed with the SEC. The SEC ultimately filed an administrative action and we were able to assist the Company to enter into a settlement with the SEC (without admitting or denying the allegations) pursuant to which it agreed to cease and desist from any future violations of the federal securities laws and properly file its reports under the securities laws.
Audit Committee Counseling
Schlueter & Associates, P.C. frequently represents the audit committees of public company boards of directors. Pursuant to Section 301 of the Sarbanes-Oxley Act, audit committees of public companies must have the authority and funding to retain separate advisors, including counsel.
Further, audit committees are responsible for engaging, supervising, monitoring, and terminating the company’s independent auditors. In addition, outside auditors are required to discuss all specific accounting issues with the audit committee and members of the committee must have the opportunity to question the auditors privately, without the presence of management. Audit committees must have procedures in place to permit “hotline” reporting of accounting complaints from employees and outsiders. Audit committees must investigate those complaints, make determinations and take action where appropriate.
Schlueter & Associates, P.C. provides advice and counseling to the audit committees not only on organizational and operational policies and procedures, but also on specific reporting and corporate compliance issues that arise. The Firms’ attorneys have backgrounds in accounting, tax, corporate governance, federal securities and corporate compliance to assist audit committees with the issues they face.
Corporate Governance
In 2002, the Sarbanes Oxley Act was passed changing the corporate governance landscape. It imposed many new requirements and criminal penalties on public companies and their officers and directors for non-compliance. We help our public company clients comply with the Sarbanes Oxley Act by auditing their policies and procedures and advising the board of directors and suggest changes to ensure compliance. These changes include compliance guidelines and programs, CEO/CFO certification, disclosure compliance, trading policies, enhanced protection of whistleblowers, director independence and committee charters (audit, compensation, nominating and corporate governance). Corporate governance issues also encompass relationships with stockholders, executive succession, executive compensation and compliance with stock exchange and state law requirements.
Corporate Finance and Securities
Schlueter & Associates has the knowledge and expertise to advise businesses on sophisticated corporate finance and securities matters. Our extensive experience in matters involving the Securities and Exchange Commission has been gained not only from our experience and interaction with the SEC, but also through our the experiences of our lawyers who previously held positions there. We regularly assist clients of all types and at different stages of growth in accessing financing from the public and private capital markets. Our attorneys have extensive experience in serving as counsel to underwriters, placement agents and issuers in connection with public primary and secondary offerings and private placements of a variety of debt and equity securities. With our extensive knowledge of the Securities Act of 1933 as amended, the Securities Exchange Act of 1934, state "Blue Sky" laws, and the rules of FINRA, we regularly provide advice on disclosure and regulatory matters and assist our clients in all aspects of the preparation and processing of registration statements and ongoing reporting requirements. We have an active broker-dealer practice, advising our broker-dealer clients on a wide range of issues, including the issuance of securities, regulatory investigations, customer inquiries and general brokerage and sales practices.
Schlueter & Associates, P.C. representative experience for its corporate finance and securities practice includes:
Representation of a Chinese energy company’s $25 million offering of convertible preferred stock;
Representation of a Chinese company listed on the NASDAQ Capital Markets offering of $9 million of common stock;
Representation of an exploration stage oil and gas company, including multiple rounds of convertible preferred stock and convertible debt offerings;
Representation of a finance company’s $25 million offering of convertible debentures;
Representation of a finance company’s $10 million offering of debt securities;
Representation of a manufacturer of medical devises’ offering of common stock and listing on the NYSE Amex Equities market; and
Representation of several public companies filing periodic reports and registration statements with the Securities and Exchange Commission.
Global Markets & Listings
Schlueter & Associates routinely advises international corporations, as well as U.S. companies interested or actively engaged in international business. We have advised private equity funds and entities on cross-border transactions in China as well as for Chinese companies that desire to seek capital and list on stock exchanges in the United States.
Schlueter & Associates, P.C. representative experience for companies engaged in international business and listings includes:
Representation of a Chinese manufacturer listed on the NASDAQ Capital Markets secondary offering;
Representation of a Chinese manufacturer’s reverse merger and directing listing on the NASDAQ Capital Market;
Representation of a U.S. listed company’s merger with a Chinese manufacturing company and its listing on the over the counter bulletin board;
Representation of a U.S. listed company’s merger with another U.S. based marketing company and its listing on the over the counter bulletin board.
Mergers and Acquisitions
Schlueter & Associates offers its clients comprehensive merger and acquisition services. In these transactions, we provide value-added counsel to all parties – buyers, sellers, controlling shareholders, boards of directors, special committees, lenders and equity participants. Our experience includes various types of merger and acquisition transactions, including negotiated transactions, leveraged buyouts, “going private” transactions, joint ventures and strategic alliances, and tender offers involving public and privately held companies in the United States in Asia and Europe.
Schlueter & Associates, P.C. representative experience for companies engaged in merger and acquisition activity includes:
Representation of a Chinese manufacturer’s reverse merger with a U.S. based company;
Representation of a U.S. listed company’s share exchange with a Chinese manufacturing company;
Representation of a U.S. listed company’s merger with another U.S. based marketing company;
Representation of a U.S. listed company’s acquisition of a large private company for shares of its common stock; and
Representation of clients involved in the purchase and sale of numerous private entities.
Private Equity and Investment Funds
Schlueter & Associates has helped clients raise, invest and realize hundreds of millions of dollars. We have provided legal advice for various alternative investments, including private equity funds, hedge funds, real estate funds and distressed funds from both a domestic and international perspective. We establish and represent private U.S. and offshore investment funds. We represent various sponsors and investors with all types of investors and funds, focusing on all stages of investment and all types of industries. We assist our clients in analyzing the complex issues and challenges of the global financial marketplace. We offer a broad array of services including structuring and negotiating the terms of investment funds, evaluating, structuring and negotiating private equity-style investments as well as advising on various regulatory issues associated with these investment structures. We also advise our alternative investment clients on corporate matters relating to insider trading, conflicts of interest, fiduciary duties and other legal issues that arise in the operation of alternative investment funds.
Schlueter & Associates, P.C.’s representative experience for private equity and investment funds includes:
Representation of an offshore investment fund established to acquire oil and gas assets in North and South America and Africa;
Representation of a private equity fund established to purchase natural resource assets; and
Representation of a private equity fund established to engage in pre-IPO opportunities in China.
Corporate Law
The corporate practice of Schlueter & Associates includes both national and international clients ranging from emerging growth companies to established businesses. We assist our clients through all phases of their growth and development. We are accustomed to working closely with our clients' management teams in the:
Selection and formation of business entities;
Preparation of documentation for their corporate governance;
Fulfillment of all disclosure requirements;
Protection of their intellectual property;
Preparation of joint venture Agreements;.
Preparation of employment agreements and licensing agreements; and
Negotiation and consummation of stock and asset purchase transactions, mergers and acquisitions, strategic alliances, venture capital investments and restructuring.
Various other matters.
International
Schlueter & Associates assists clients in cross-border securities offerings, joint ventures, restructurings, divestitures, project financings, leveraged buyouts, capital markets transactions and mergers and acquisitions. Schlueter & Associates lawyers have cross-cultural and bilingual backgrounds coupled with extensive international business experience. We have negotiated and drafted numerous distribution, sales and manufacturing agreements for our international clients. We have helped our clients to cultivate European-American and Asian-American business partnerships leading to new markets for American companies and their products and services throughout the European Union and Asia. We have represented China, Hong Kong, Canadian and German companies in public and private financings, both in the United States and in non-U.S. markets, and with the listing of those company’s securities for trading in the United States securities markets. We have also served as U.S. counsel for clients listed in the U.K on the Alternative Investment Market. Through their extensive experience doing business in Canada, Europe and Asia, our lawyers have valuable affiliations with lawyers and industry leaders throughout China, Hong Kong, Canada, Germany, and other European countries. Schlueter & Associates sponsors an internship program for German law students, thereby expanding its contacts with both European lawyers and law firms. We actively cultivate these associations to increase our ability to serve clients in the area of international trade.
Estate Planning
Schlueter & Associates provides comprehensive representation on estate planning and wealth management matters to families and individuals, including expatriates living abroad, estates and trusts, family offices, closely-held businesses and foundations internationally and in the United States. Our estate planning services include comprehensive planning, preparation and implementation of trusts, wills and other appropriate documents, while balancing our clients’ interest in limiting estate and gift taxes with their overall financial and family needs in the process. We also counsel our clients on many other related wealth planning issues, including wealth management and preservation, fiduciary obligations, trust and estate administration, philanthropic planning, foundation management, business succession planning, marital agreement planning and family office management.
Commercial Debt Collections
Schlueter & Associates offers companies located in China, Hong Kong, and other foreign jurisdictions effective commercial debt collection services. We deliver professional pre-litigation debt collection and when necessary, related litigation services of commercial claims via our law firm and network of collection attorneys throughout the United States.
Our debt collection services include:
Pre-litigation dispute resolution, negotiation and collection of claims;
Client driven customer service or aggressive outsource solutions;
Creditor litigation, pre and post-judgment remedies;
Asset searches;
Foreign judgment domestication & collection;
Non-judicial work-outs, renegotiation, restructuring;
Promissory note enforcement; and
Secured collateral recovery.
Arbitration
Arbitration is an alternative to a court proceeding in which the parties to a dispute submit the dispute to a single arbitrator or a panel of arbitrators to secure a binding decision which may be enforced as through the courts. Henry F. Schlueter serves as an arbitrator for arbitrations administered by the Financial Industry Regulatory Authority (FINRA), and also pursuant to private arrangements with parties to a dispute. In addition to being listed on FINRA’s roster of Public arbitrators, Mr. Schlueter is a Fellow of the Chartered Institute of Arbitrators, the world’s preeminent certifying / qualifying authority for international arbitrators.
Mediation
Mediation differs from arbitration in that the parties mandate a dispute resolution professional to assist them in a neutral manner to reach a mutually agreed resolution of their dispute without going through a full court case or arbitration. A Mediators does not decide disputes; but instead facilitate the parties’ effort to reach a result that both can accept.
Mr. Schlueter is an independent mediator, and provides mediation services on an as needed basis. Mr. Schlueter’s many years of experience as a transactional business attorney provide him with a basis to see realistic business solutions to business disputes. Mr. Schlueter mediates only business matters or disputes.
