Gilbert J. Bradshaw

Gilbert J. Bradshaw is a securities attorney and corporate transactional lawyer who helps public and private companies navigate complex business transactions such as capital raises, SEC compliance, Nasdaq and NYSE listings, mergers and acquisitions. Mr. Bradshaw also advises founders, boards of directors, and investors.  A member in good standing of the New York State Bar, Mr. Bradshaw brings experience from both the lender/underwriter side and the company side, giving clients practical guidance on how securities transactions are structured, reviewed, financed, and closed. He is also a member of the Business Law Section of the New York State Bar Association and the American Bar Association.  Since 2015, Mr. Bradshaw has taught law school courses including Securities Regulation at USC Gould School of Law and Whittier Law School, Venture Capital Deals at UC Irvine, and Law Practice Management at Chapman Law School. 

Mr. Bradshaw and his experienced legal team serve as ongoing outside corporate counsel for companies raising capital from investors, including startups seeking venture capital, angel investments, and friends-and-family rounds, as well as small and mid-size public companies pursuing Nasdaq listings. He also helps companies that are scaling and preparing for an exit.  He also advises OTC issuers on uplisting to Nasdaq or NYSE, helping management teams prepare for exchange listing requirements, financing strategy, corporate governance expectations, and investor-facing disclosure.   

Mr. Bradshaw’s securities law practice includes private placement offerings, crowdfunding, Regulation A offerings, PIPE transactions, S-1 and S-3 registration statements, Exchange Act reporting, Form 10 filings, reverse mergers, going-public transactions, and ongoing public company compliance. He also represents companies quoted or seeking quotation on the over-the-counter markets, including OTCQB, OTCQX, and the OTC Pink Marketplace.

Mr. Bradshaw represents companies in reverse mergers, forward mergers, acquisitions, reorganizations, and strategic exits, including the preparation and negotiation of merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements, and reorganization agreements.  Mr. Bradshaw and his legal team manage cap tables for startups and also develop and manage equity incentive plans and stock option plans for companies looking to incentivize their employees and advisors and directors. 

Mr. Bradshaw also assists angel investors and venture capital firms with due diligence reviews of target companies, investment structuring, securities law considerations, and strategic investments.

Mr. Bradshaw began his legal career in the New York office of a national law firm. His practice focuses on federal securities law, business tax matters, initial public offerings, public and private securities offerings, routine corporate transactions, and mergers and acquisitions. He routinely helps startups and established companies form entities, design capital structures, raise financing through private placements of securities, prepare for public offerings, complete asset or stock sales, and execute exit transactions.  

A significant part of Mr. Bradshaw’s practice is helping OTCQB and other OTC Markets companies prepare for Nasdaq uplistings and broader capital markets opportunities. He also assists companies in responding to Securities and Exchange Commission subpoenas and conducting internal investigations in connection with those subpoenas.  

Representative Securities, Capital Markets, and Corporate Experience

• Represented a Nasdaq company in a $25 million at-the-market S-3 takedown offering.
• Advised a technology company on its uplisting from the Nasdaq Capital Market to the Nasdaq Global Market.
• Assisted publicly-listed company pursue a digital asset treasury strategy.  
• Assisted many public companies on convertible note transactions, ATMs, warrant offerings, and other public company capital raising techniques filing S-3 registration statements and baby-shelf registration statements. 
• Filed a $12 million underwritten offering and Nasdaq uplisting application for a technology company.  
• Filed an S-1 registration statement and Nasdaq listing application for a UK company in an offering underwritten by Alexander Capital.
• Advised hundreds of companies through all stages of securities offerings and capital markets transactions, including venture capital investments, private placement memoranda, S-1 filings, capital structure design, OTC Markets applications, Nasdaq listings, and NYSE listings.

• Prepared and filed Forms 10, S-1, S-8, and S-4; advised on compliance with Securities Exchange Act of 1934 reporting requirements, including Forms 10-Q, 10-K, and 8-K, 14C Information Statements, and 14A Proxy Statements; and handled going-public transactions, mergers and acquisitions, reverse mergers, forward mergers, reverse stock splits, and forward stock splits.
• Represented dozens of iOS and Android application developers in raising capital through private placements of securities and through acquisition transactions.
• Assisted a network marketing energy drink company with restructuring and a private securities offering.
• Assisted a video game developer in closing a major transaction with Sony PlayStation;
• Drafted multiple private placement memoranda for a real estate investor forming funds for distressed home sales, assisted living facilities, and skilled nursing home acquisitions.
• Assisted in the representation of a major U.S. Hispanic food conglomerate in renegotiating distributor contracts.
• Represented a luxury medical tourism company in a $5 million private offering in Dubai.
• Represented the seller in the sale of a dry-cleaning chain to a competing chain.
• Represented an oil and gas company in a $10 million private placement in Texas’ Eagle Ford Shale Region.
• Created spin-off transactions for multiple mining projects in South America and Africa for acquisition through stock purchases, asset purchases, or joint ventures with international public and private companies.
• Represented a buyer in a $25 million acquisition of a public company through an asset-for-stock swap.
• Represented a seller in a $40 million hybrid sale to a Canadian public company in which the seller retained an option to repurchase 49% of the new entity.
• Represented a seller in a $27.5 million asset sale to a Canadian private company.
• Represented domestic companies in creating transfer pricing programs.
• Represented the seller in a $1.5 million sale of intellectual property by an automotive supplier to a large-scale Rust Belt distributor and manufacturer of automotive parts.
• Represented a selling shareholder in an $8.5 million stock sale in a closely held company through a multi-step private transaction.
• Represented the buyer in a large-scale automotive industry asset purchase.
• Represented the seller in a $16 million stock sale of an HMO.
• Created and maintained dozens of legal entities in strategic jurisdictions such as Delaware, Nevada, Barbados, the Cayman Islands, Panama, Switzerland, and other jurisdictions for tax planning, intellectual property protection, and merger and acquisition planning.
• Managed subscription documents, Form D filings, Know Your Client procedures, and closing sets for a Latin American sponsor group in connection with sales to U.S. and foreign investors of limited partner interests representing aggregate commitments in excess of $350 million.
• Represented a board member of one of the world’s largest copper mining and smelting companies.
• Assisted in the representation of Empresa de Energía de Bogotá S.A. E.S.P. and its subsidiary Transportadora de Gas del Interior S.A. E.S.P. in a $1.5 billion financing for the acquisition of the assets of Empresa Colombiana de Gas (Ecogas), a state-owned natural gas pipeline company recently privatized by the government of Colombia, arranged by ABN AMRO Bank, N.V.
• Assisted with a $1.5 billion offering memorandum for Empresa de Energía de Bogotá S.A. E.S.P. and its subsidiary Transportadora de Gas del Interior S.A. E.S.P.
• Performed extensive research on leveraged buyout transactions and leveraged ESOP transactions involving D&O liability and fiduciary duties.

Additional Background

Mr. Bradshaw is professionally fluent in Spanish and has lived in Venezuela, Guatemala, Colombia, and Mexico City for a combined total of more than three years, experience that supports his work with international clients and cross-border matters. He has sung first tenor in the Grand Chorus of the Millennial Choirs and Orchestras since 2012 and is an active member of OC Spearos, a spearfishing club in Orange County, California.