Elizabeth Bleakley

Representative Matters for Elizabeth Bleakley:

• Prepared a $12 million Private Placement Offering for a new technology company and performed related due diligence.
• Prepared asset purchase agreement and advised client on $750,000 purchase of book of business and intellectual property of seller.
• Negotiated executive employment and equity compensation agreement with incoming CEO on behalf of client company, including bonus structure, restrictive covenants, and related employee restricted share purchase agreement.
• Prepared related amendments to client’s governing document.
• Advised client on and prepared Restricted Stock Incentive Plan and related corporate governance documents and revisions.
• Advised client on and prepared documents for $7.5 million investment fund.
• Provided legal services related to funding seven figure commercial real estate development.
• Prepared and advised client on private placement offering of $500,000 of secured notes with warrants bridge financing.
• Resolved trademark cease-and-desist matter for client.
• Prepared and negotiated employment separation agreement for Chief Accounting Officer of a public company.
• Prepared and advised client on amendments to a $5 million exempt securities offering.
• Prepared and advised client on related communications with and voting of shareholders, including preemptive rights.
• Prepared quit claim transfer and assignment of intangible assets, including intellectual property, related to settlement agreement and mutual releases.
• Prepared and advised client on $10 million private offering of common equity.
• Performed due diligence of underlying portfolio company. Reviewed and made proposed revisions for client on Chicago Mercantile Exchange (CME) seat lease.
• Acted as outside counsel to consumer sales corporation on corporate governance matters and coordinated and oversee outside experts and counsel to the corporation.
• Advised client on and prepared documents related to $2.7 million stock sale of business and advised on and negotiated related executive employment agreement.
• Prepared governance documents for newly formed business entity.
• Formation of holding company, its wholly owned subsidiaries, and related professional registration.
• Analyzed and provided extensive guidance to client on $1.6 million warrant purchase agreement and related escrow.
• Advised client investor on partial redemption agreement for founder’s equity interests.
• Advised client on reduction in staff and prepared related employment separation and release agreements.
• Advised on and prepared a private placement memorandum for $10 million sale of preferred equity.
• Handled communications with corporate shareholders of private companies on various matters, including voting.
• Consulted with client on pursuit of possible business venture with major national retailer.
• Advised client on negotiations and finalized deal on a $580,000 plus earn-out acquisition of broker-dealer book of business.
• Reviewed and advised on FINRA Continuing Membership Application.
• Prepared employee equity compensation plan and filed and obtained an exemption from registration under state securities law.
• Prepared private offering documents for a $750,000 convertible promissory note for safety product.
• Obtained trademark registrations for clients in the restaurant, e-commerce, and fashion design industries.
• Advised client on and assisted with documents and reporting requirements to the Securities and Exchange Commission for mid-sized exempt reporting adviser.
• Negotiated, prepared deal documents, and closed $900,000 buy-out of business partner.
• Advised client on establishing an advisory board to the Board of Directors and prepare advisory board member agreement.
• Negotiated and advised client on terms and conditions of a $4 million stock sale of a broker-dealer.
• Successfully prosecuted and obtained registration for trademark initially challenged by (USPTO) Trademark Office reviewing attorney.
• Negotiated, advised client on, and finalized expatriate agreement for client.
• Performed forward and reverse stock splits for an e-commerce client. Advised on and prepared transaction documents for a $250,000 purchase and sale of professional services assets.
• Advised client on and prepared rescission and reaffirmation for exempt securities offering.
• Prepared private placement offering documents and advised client on a $1 million offering of preferred shares.
• Negotiated an offer-in-compromise agreement for client with major customer.
• Advised client on and analyzed documents related to client becoming a partner and receiving $750,000 equity stake.
• Prepared profits incentive and operating agreement for dual class operating company.
• Resolved issues and negotiated repatriation issues of overseas employee.
• Negotiated and finalized deal documents for buy-out in excess of $450,000 of partnership and members interests in multiple business ventures.
• Advised client on issues related to $300,000 bridge financing.
• Analyzed private securities offering documents from prior raise and advised client regarding securities law issues related to regulatory enforcement action.
• Prepared employment offer letters, codes of ethics, and restrictive covenant agreements for client.
• Prepared and advised client on special purpose vehicle $1 million revolving line of credit private securities offering.
• Reviewed and advised client on proposed comment letter to the U.S. Securities and Exchange Commission.
• Prepared sub-representative agreement and assisted client in negotiations of terms related to international business contract.
• Assisted clients with transfer and sale of restricted private securities under Rule 144.
• Converted by merger a client S-corporation into a limited liability company.
• Consulted with client on and obtained third-party valuation of client business.
• Work with client on conversions of investor convertible promissory notes and related shareholder communications.
• Advised client on negotiation of purchase of broker-dealer and prepared related stock purchase agreement subsequently closed.
• Consulted with newly formed business client and prepared company’s operating agreement, assignment of software, and intellectual property license agreement for online company.

Illinois State Bar Association (ISBA) (2006-present)

Chair – Business and Securities Law Section Council (2016-2017), Member (2010-present)

Chair – Business Advice and Financial Planning Council (2009-2010)

American Bar Association (ABA) (2006-present)

Co-Chair – Emerging Companies Subcommittee, Business Law, Middle Market and Small Business Committee (2015-2022), Member (2006-present)

Chair, GPS, Business Advice and Financial Planning  (2011-2012)

Liaison – Business Law, State Regulations of Securities Committee (2010-2012)

Chair – YLD Business Law Committee (2007-2008)

Chair – YLD, Real Property, Probate and Trust Committee (2006-2007)

Chicago Association for Business Economics (CABE), 2015-2017

President of the Board

Chicago Booth Alumni Club, University of Chicago (2010-2013, 2016-2017)

President (2011-2013)

Director (2010-2013, 2016-2017)

Economics and Public Policy Forum, Chicago Booth Alumni Club, 2011-2016

Program Chair and Moderator for over 30 programs

Teaching

DePaul University, Chicago IL (2006-2008, 2010)

Adjunct Professor, Analyzing Leadership Course

Recent Developments and Business Necessities in Deal Terms for Mid-Market M&A Transactions, Panelist Speaker, American Bar Association, Spring 2022

Women in Entrepreneurship, Panel Moderator and Program Coordinator, CWA, University of Chicago, June 2018

The Nuts & Bolts of LLC Taxation, Moderator, ISBA CLE, Liver Webinar, May 2018

Securities Law for the Non-Securities Lawyer, Panelist Speaker, ABA CLE Program, Middle Market and Small Business, Live Webinar, September 2017

JOBS Act Updates: Critical Changes in Capital Formation Rules, Crowdfunding presentation, Speaker, ISBA Business & Securities Law Section, Chicago, IL, May 2016

Accelerators and Incubators, Their Clients, and the Role of the Lawyer, Co-Chair and Moderator, ABA CLE Program, Emerging Companies, Boston, MA, September 2016

The Basics of LLC Operating Agreements, Capital Contributions – Cash vs. Services segment, Speaker, ISBA CLE Program, Business & Securities Law, Chicago, September 2015

Showcase Program: Minding Your Business – Successful Advising of the Small Business Client, Speaker, ABA CLE Program, Chicago, IL, August 2015

Complex Entity Structures Simplified, Speaker and Program Coordinator, ABA CLE Program, Business Law, Washington, D.C., April 2013

Basic Business Litigation Issues – Helping your client handle and avoid problems, Speaker, ABA CLE Program, GPS, Denver, CO, October 2011

Advising the Small Business, Speaker, ABA Conference, GPS, Toronto, Ontario, Canada, August 2011

Advising the Small Business Client in the Big Commercial Real Estate Transaction Negotiation, Speaker, ABA CLE Program, New York City, NY, August 2008

How to Choose and Handle Your Very First Pro Bono Case, Speaker, ABA CLE Program, YLD, Montreal, Canada, May 2007

Estate Planning 101 – Trusts and Advance Directives, Speaker and Program Sponsor, ABA CLE Program, YLD, Montreal, Canada, May 2007

Playing in the Dirt: Residential Real Estate, Speaker, ABA CLE Program, GPS, San Francisco, CA August 2007

Contract Basics and Beyond, Program Sponsor and Speaker, ABA CLE Program, YLD, North Carolina, October 2007

Accelerators and Incubators, Their Clients and the Role of the Lawyer, Co-Chair and Moderator, ABA CLE Program, MMSB, September 2016

Securities Law for the Non-Securities Lawyer, Planning Committee, Author, ABA CLE Program, Middle Market and Small Business, New Orleans, LA, April 2017 2016

Raising capital for business: Recent changes expand your options, ISBA Business and Securities Law, May 2017, vol. 62, no. 3, 2017

Mid-sized investment advisers and exempt reporting adviser status, ISBA, The Counselor Newsletter of the Business Advice and Financial Planning Council, Feb. 2014

Fiduciary duty of fund investment advisers to investment clients, ISBA Business Advice and Financial Planning, Feb. 2014

Company Web sites: Best Practices for Avoiding Securities Fraud, ISBA Business and Securities Law Forum Newsletter (July 2011)

Regulation D securities offerings, Business and Securities Law Forum Newsletter, ISBA, May 2011

Understanding securities issues for private companies, ISBA, The Counselor Newsletter of Business Advice and Financial Planning, April 2011

Raising Capital for Small Businesses, ISBA, The Counselor Newsletter, Business Advice and Financial Planning, May 2007

Wage Garnishment – Not Just the Employee’s Problem, ISBA The Counselor Newsletter, ISBA Business Advice and Financial Planning, March 2006

Raising Business Capital through Exempt Securities Offerings, ISBA The Counselor Newsletter, Business Advice and Financial Planning, October 2006

Inducted as a Life Fellow of the American Bar Foundation, 2017

Illinois Rising Star, SuperLawyers 2012 – 2015

Top Women Attorneys, Outstanding Young Attorneys in Illinois, as published in Chicago Magazine, Oct. 2013

Top Attorneys, The State’s Outstanding Young Lawyers, Business/Corporate Law, as recognized in Chicago Magazine, Feb. 2012

ABA Business Law Fellow (1 of 5), 2007-2009

ABA YLD Scholar, GP Solo Committee, 2008

Meals on Wheels Chicago, Executive Board, 2019-present

Chicago Volunteer Legal Service, Volunteer Attorney, 2017-2018, 2006-2008

ChildServ, an Illinois foster care agency, corporate legal work, 2018

Feed My Starving Children in Libertyville, Illinois, Volunteer, April 2018

Social Enterprises – Providing Meaning Through Commerce, Moderator and Program Co-coordinator, University of Chicago Gleacher Center, June 2017

Access Living, pro bono legal work on transportation-related matter, 2017

Sponsored and funded two financial awards for college to graduating seniors at Chicago (CPS) public high school: the Community Builder Scholarship Award and the Excellence in Liberal or Performing Arts Award, 2015

Greater Chicago Food Depository Service Day, Volunteer, March 2012

Consult with and advise Chicago Volunteer Legal Service on estate client matter, 2012

Big Shoulders Fund – Give Back Day, Volunteer, February 2012

Chicago Volunteer Legal Service, Volunteer Attorney 2006-2008

Community Economic Development Law Project: Speaker on Serving on Non-Profit Boards 2006

Small Business Development Center Business Leases; Small Business Issues, 2006-2007

Presentation on commercial real estate leases for a Small Business Development Center (SBDC) in Chicago, 2006

Advised client on and prepared revised corporate governance documents and related board resolutions for Chicago-based nonprofit entity, 2006

Open testate probate estate and prepare and obtain court ordered administrator’s deed for real estate for Center for Disability and Elder Law in Chicago, 2006

Supreme Court of the United States June 2018
State of Illinois November 2005
United States District Court, Northern District of Illinois November 2005

J.D., Chicago-Kent College of Law, Chicago IL May 2005

M.B.A., University of Chicago Booth School of Business, Chicago, IL June 2002

B.A. Business Administration, DePaul University, Chicago, IL June 1999