Richard M. Leisner
Corporate and Securities Law
Richard M. Leisner is an experienced expert witness in complex litigation involving corporate, securities and business law issues. For many years, Richard has enjoyed a broad-based transactions practice with Trenam Law, a Tampa-based law firm. As the firm’s senior securities lawyer, Richard’s practice encompasses virtually all stages of the life cycle for private and public companies and their leaders and owners.
Richard’s experience includes start-ups, venture capital, private equity, Regulation D private placements, IPO’s, ongoing public company obligations, executive employment and equity-based benefits (stock options, etc.), corporate governance and fiduciary duties, M&A transactions and other reorganizations, investment advisers, investment companies and SEC investigations. This real world experience is the foundation for Richard’s expert witness work.
Finding the most qualified expert to assist in preparing a case is often critical to the successful outcome of corporate or securities litigation. A talent for explaining complex issues to juries – without talking down to them – is a result of decades of experience.
Even if you are a seasoned litigator, you may be pleasantly surprised to find out the many ways a transactional lawyer is able to provide value-added services as an expert witness in corporate and securities litigation. Richard M. Leisner may be the right expert for your case.
Richard, a shareholder at Trenam, has more than 30 years of experience in a broad-based corporate and securities law practice. His practice has included all stages of the corporate life cycle for public and private companies and their executives.
Richard has been actively serving as an expert witness since the mid-1980s. His services have included testimony at trial and in depositions and written reports. He has also helped engaging counsel prepare for depositions of key witnesses and opposing experts and has designed and prepared trial demonstratives.
Some of Richard’s most significant contributions have been made in the early stages of cases, helping engaging counsel to more effectively develop and implement winning tactics and strategies. Richard can guide trial counsel through the regulatory and documentary morass that transactions lawyers navigate every day. He provides lucid explanations of what should (or should not) have happened and what facts, documents and legal issues are most important.
Richard has identified crucial new fact issues or legal theories and has framed existing issues and theories in a new light. Witness the difference.
AREAS OF EXPERTISE
Among the issues on which Richard has provided assistance as an expert witness and consultant are:
When are the applicable standards of care in corporate and securities transactions satisfied (or not satisfied)?
What is a “Security”?
Which unusual financing arrangements are (or are not) “securities” under federal and state law?
IPOs and secondary offerings – What are the roles and responsibilities of the issuer, underwriter and counsel? How are the applicable due diligence responsibilities satisfied? Who does what, when and why?
Public Company Obligations
What are the ongoing roles and responsibilities of public companies and their officers, directors and counsel in complying with SEC reporting requirements, making disclosures to the investment community, complying with other SEC and stock exchange regulations and responding to regulatory investigations?
Corporate Governance and Fiduciary Duty
What are the roles and responsibilities of officers and directors of both public and private companies? What are the fiduciary duties owed to stockholders by officers, directors and majority stockholders, and how are they discharged? Who does what in the Boardroom and executive suite, and why?
Mergers & Acquisitions
What are the roles and responsibilities of officers, directors and counsel in buying and selling businesses (private and public, friendly and hostile). What conduct will (and will not) qualify for protection under the Business Judgment Rule?
Executive Employment, Compensation & Termination
What is the rationale in structuring, negotiating and interpreting executive employment agreements, including cash salary and bonus and equity-based compensation (stock options, etc.), and termination provisions (for cause, without cause and after change of control).
Stock Options & Equity-Based Compensation
Stock options, restricted stock, phantom stock and SARs, LTIPs and Omnibus Plans – What are the key plan design, implementation and interpretation issues? What happens in disputes with award holders?
Who has to be licensed as a broker dealer under state and federal law? How do the NASD/FINRA and other regulators impact what deals they can (or cannot) do?
Florida’s Securities Law
Chapter 517, Florida’s securities law – How does Florida deal with exempt securities, private placements and other exempt transactions, secondary trading exemptions, broker dealer and investment advisor regulation, regulatory investigations and statutory liability?
When the attorney’s client is a corporation or LLC, what duties does counsel owe to the client? Multi-party transactions – What responsibilities does counsel owe to the equity owners when representing corporations and other business entities? What are the ethical issues in doing business with clients?