Capital Raises & Shareholder Litigation: Two Sides of the Same Coin

Streams live on Thursday, February 18, 2021 at 12:00pm EST

$ 89 Banking, Business, Corporate, & Securities, and Litigation In Stock
Get started now

$299 / year - Access to this Course and 1,500+ Lawline courses


Course Information

Time 60 Minutes
Difficulty Intermediate

Course Description

When a company of any size raises capital, they must strike a perfect balance by simultaneously protecting themselves while enticing the investor(s) to put in their capital. A securities attorney, like the company, must balance their duty to protect their client in case of litigation while taking care not to have the deal die by over-lawyering. This program is taught by attorneys experienced on both sides. Todd Kulkin handles the transactional side and Christopher Warren handles shareholder litigation. Together, they will give attorneys the tools and provide practical advice using their experience in the boardroom and courtroom respectively as to how to master this balancing act.

Learning Objectives:

  1. Identify some of the tools used in capital raises and shareholder litigation
  2. Discuss the key investor issues that end up in court
  3. Navigate the flow of capital raises and shareholder litigation
  4. Avoid pitfalls in representing your client (investor or investment)
  5. Spot potentially dangerous issues before they become the subject of litigation

Credit Information

After completing this course, Lawline will report your attendance information to {{ accredMasterState.state.name }}. Please ensure your license number is filled out in your profile to ensure timely reporting. For more information, see our {{ accredMasterState.state.name }} CLE Requirements page . After completing this course, {{ accredMasterState.state.name }} attorneys self-report their attendance and CLE compliance. For more information on how to report your CLE courses, see our {{ accredMasterState.state.name }} CLE Requirements FAQ .


Todd Kulkin

The Warren Law Group

Todd P. Kulkin practices in the areas of corporate, securities, and not-for-profit law. He is risk management and strategy focused, having graduated with a concentration in Financial Transactions from University at Buffalo (SUNY) Law School in the aftermath of the 2008 financial crisis. Todd now serves as outsourced general counsel for start-up companies, corporations, and not-for-profit organizations in the United States and abroad.

Todd began his legal career representing and advising Fortune 500 companies at one of the largest law firms in the US. In 2012, he departed that firm to open his own practice and joined the Warren Law Group in 2020. 

He has been honored by the Reuters publication Superlawyers as a “Rising Star” in business law for the New York Metro Area from 2014-2020. Only 2.5% of attorneys under the age of 40, or having been in practice less than 10 years, in the New York Metro Area are given this distinguished honor.

A consummate educator, Todd is dedicated to empowering his clients with the knowledge needed to accelerate growth and mitigate risk. He regularly teaches other attorneys about corporate, securities, and not-for-profit legal issues and is often contacted by those attorneys for advice.

Christopher Warren

The Warren Law Group

Christopher D. Warren litigates securities, business to business disputes, shareholder and partnership disputes, other civil matters in state and federal court, as well as arbitration bodies such as FINRA, AAA, and JAMS.

Christopher has broad experience representing individual public investors with claims against stockbrokers and their broker-dealers in FINRA arbitration, as well as defending brokers and registered financial advisors in regulatory enforcement actions and investigations by the SEC and FINRA. Typical investor matters include broker misconduct, securities fraud, negligence, breach of fiduciary duty, unsuitability claims and unauthorized trading. Typical regulatory defense matters include FINRA OTR representation, FINRA 8210 compliance, AWC settlement negotiations, U4 and U5 expungement, unpaid bonus claims, employee forgivable loan (EFL) and promissory note defense.

Christopher also provides effective and creative business solutions to commercial litigation matters, including business torts, breach of contract, business divorce, breach of fiduciary duty claims, accounting actions, commercial contract litigation, construction litigation, and real estate broker litigation. Typical matters include minority shareholders seeking a proper accounting in breach of fiduciary duty claims, dissolution or “business divorce” proceedings, real-estate brokers recovering unpaid sales commissions, partnership disputes in closely held businesses, fraudulent inducement and material breach of contract, and private placement memorandum (PPM) litigation.

Before earning his J.D., Christopher was a principal in several successful real estate businesses and earned a securities license with the National Association of Securities Dealers, Inc. (NASD), the predecessor of the Financial Industry Regulatory Authority, Inc. (FINRA). Chris’s industry and business background provide him with practical experience and valuable insight into these sectors. With decades of background in financial services, securities, real-estate, and business, Christopher can create tailored and effective strategies to service his clients with innovative sophistication, assess options, and advise on a course of conduct consistent with the client’s goals and business strategies.

All investors, regardless of their wealth or size of their loss, deserve the right to be treated honestly in their investments and business dealings and have their claims handled professionally. All financial services professionals have the right to be treated fairly by their employers and have counsel to assist them in defense of any regulatory inquiry. Every client’s circumstances are unique. As a result, we tailor our approach individually to them to best fit ever matter.

Representative Matters Include:

Represented a broker in defense of breach of contract and repayment of promissory notes in FINRA proceeding.

Represented general agent of OSJ in recovery of promissory notes paid to brokers in fraudulent misrepresentation proceeding.

Represented a claimant in a private arbitration of multi-national corporation for breach of fiduciary duty and fraudulent inducement of contract involving the transfer of stock and the sales and management of real estate in multiple countries.

Represented financial services employees in breach of contract claims against broker-dealers and financial institutions.

Represented investors defrauded by advisor fraudulently inducing investments in the private placement of holding company in reverse-merger scheme of fraudulent NASDAQ company.

Represented frozen-out minority LLC members of real estate development company seeking judicial dissolution and recovery of misappropriated assets, including theft of corporate opportunity claims.

Represented securities industry commentator in SLAPP suit, or strategic lawsuit against public participation, against broker-dealer with regarding to fraudulent penny stock trades and SEC filings.

Represented CEO of publicly traded company in short-swing profit litigation.

Represented shareholder of a closely-held real estate holding company in an accounting action to uncover CEO’s mis conduct and misappropriation of company funds.

Represented landlords and commercial tenants in summary proceedings, Yellowstone injunctions, and declaratory relief matters.

Represented brokers and financial advisors in promissory note and U4 – U5 expungement matters.

Represented real estate brokers against real estate development companies and brokerages for unpaid sales commissions and independent contractor agreement litigation.

Represented hedge fund holding company and associated joint ventures in professional malpractice action against worldwide accounting firm for negligence and malpractice.

Represented partner in business divorce dissolution proceedings, forensic accounting, and settlement negotiations.

Represented individual public investors in FINRA arbitrations concerning claims for churning, unsuitability, unauthorized trading, and misrepresentation and failure to supervise against brokers and broker-dealers. Represented real estate developers in construction litigation, access agreement negotiations, and breach of contract claims.

Represented buyers and sellers in real estate breach of contract claims regarding time of the essence litigation and return of good faith deposits.