Christopher J. Rogers

Member

Overview

Mr. Rogers’ practice focuses on corporate, securities, mergers and acquisitions, and all manners of business transactions. He regularly represents investors and companies in connection with securities offerings and other finance and capital transactions. Mr. Rogers counsels founders of operating businesses and investment companies alike, advising them in proper governance through operating agreements, equity incentive plans, shareholder agreements, disclosure, and offering materials, as well as through day-to-day business transactions.  Often, Mr. Rogers assists the Securities and Exchange Commission (SEC) regulated entities and professionals, such as registered investment advisers and investment funds navigate the complexity of compliance. Relying on his experience in transactions involving the purchase or sale of businesses spanning a multitude of sizes and industries, from large established companies to sole proprietorships and everything in between, clients often turn to Mr. Rogers for knowledgeable guidance through some of the most important transactions for any business.

Contact
Areas of Focus
  • Corporate
  • Corporate Finance
  • Securities
  • Intellectual Property
  • International Capital Markets
  • Venture Capital and Private Equity Funds
  • Mergers and Acquisitions
  • Real Estate Syndication
Education

J.D., American University Washington College of Law (2008)

  • Mock Trial Honor Society
  • Business Law Brief, Jr. Editor
  • Civil Practice Clinic

B.A., Muhlenberg College, International Studies: Global Trade and International Business (2001)

Biography

Mr. Rogers’ practice focuses on corporate, securities, mergers and acquisitions, and all manners of business transactions. He regularly represents investors and companies in connection with securities offerings and other finance and capital transactions. Mr. Rogers counsels founders of operating businesses and investment companies alike, advising them in proper governance through operating agreements, equity incentive plans, shareholder agreements, disclosure, and offering materials, as well as through day-to-day business transactions. Often, he assists Securities and Exchange Commission (SEC) regulated entities and professionals, such as registered investment advisers and investment funds, navigates the complexities of compliance. Relying on his experience in transactions involving the purchase or sale of businesses spanning a multitude of sizes and industries, from large established companies to sole proprietorships and everything in between, clients often turn to Mr. Rogers for knowledgeable guidance through some of the most important transactions for any business.

His clients include banks, real estate, and venture capital funds, investment advisors, founders and entrepreneurs, growing and mature companies and partnerships, and others in industries as diverse as technology, agriculture, energy, food service, financial technology, manufacturing, emerging industry, finance, entertainment, and others.

Mr. Rogers is active in both the legal and broader business and investment community and will often be found mentoring entrepreneurs throughout the startup-ecosystem. He serves on the Board of Directors of the Association for Corporate Growth-Arizona Chapter, a leading mid-market private equity organization, and is actively involved with the Arizona Technology Council, Invest Southwest, and Venture Madness. Mr. Rogers holds leadership positions in the State Bar of Arizona, serving on the Executive Council of the Business Law and the Securities Regulation Sections.

Growing up in Utah and Arizona, Mr. Rogers continued his education and invested his early professional life on the east coast, where he worked in Congress as a legislative assistant advising a member of the House International Relations Committee on trade, defense, and business issues. He then worked in the political unit at CNN as one of the producers of the daily political debate program “Crossfire.”

Admissions

Admitted to Practice

  • Arizona
  • New York
  • New Jersey

Representative Experience

Corporate

  • Represented a technology company in negotiating and drafting a software development agreement; drafting an operating agreement and equity incentive plan; and assisting with partnership negotiations
  • Represented a media professional in negotiating the terms of separation from the company
    Assisted a start-up gig economy technology company with drafting a software development agreement, establishing its Terms of Use, and reviewing and assisting with other various business agreements
  • Drafted the Terms of Use policy for an internet real estate marketing and lead generation technology company
  • Represented affiliated real estate companies in drafting limited partnership agreements
  • Represented a growing Arizona medical practice in the sale of a minority interest
  • Assisted a successful Arizona restaurant chain with forming a legal entity, drafting an operating agreement, and structuring equity incentive compensation
  • Advised medical practice on transition issues following an acquisition
  • Represented a partner of a medical practice in his separation from the company
  • Represented a cloud-based supply chain software company in stock forfeiture and release

Finance

  • Represented an emerging industry company with three secured note and equity interest offering transactions totaling $21.75 million
  • Represented a senior care facility company in two secured loan and equity transactions totaling $42 million
  • Represented affiliated real estate companies in negotiating multi-disbursement loan transaction in excess of $20 million
  • Represented affiliated real estate companies in various multi-million dollar loan transactions
  • Represented an agriculture company in $20 million line of credit refinance
  • Represented investment firm with structuring a $700,000 equipment lease financing program
  • Represented an Arizona financial institution in the sale of a distressed loan portfolio and in connection with defaulting assets

Securities and Securities Offerings

  • Represented an Internet of Things (IoT) technology company with a private placement of equity securities
  • Represent an energy technology company in $10 million private placement
  • Represent emerging agribusiness company in $30 million offering of equity and debt, domestically and in Canada
  • Represent energy-generation technology company in $12 million private placements of debt and equity
  • Represented a financial services firm and its owner in the multi-million dollar sale of a substantial minority interest to employees
  • Represented a healthcare technology company in connection with a Series Seed Private Placement
  • Seed round Private Placement for nutrition technology company
  • Represent a cybersecurity and technology company in private placement of equity

Mergers, Acquisitions, and Dispositions
Represent Buyers and Sellers in negotiating and completing purchases and sales of operating companies, including negotiating principal purchase agreements, restrictive covenant agreements, roll-over transactions, employment agreements, loan and other financial documents, and conducting due diligence. Recent transactions include:

  • Buyer’s counsel in acquisition of a hydro-technology company
  • Seller’s counsel in a $40 million sale of healthcare company
  • Seller’s counsel in a $40 million sale of government contractor
  • Seller’s counsel to an entertainment company
  • Seller’s counsel in an $11 million sale of retail goods manufacturer
  • Buyer’s counsel to a financial institution in $11 million asset purchase
  • Seller’s counsel in a $6 million sale of special education schools and related special education transportation logistics company
  • Seller’s counsel in the sale of aerospace parts manufacturing business
  • Seller’s counsel in the sale of a restaurant
  • Represented autism services company in the sale of controlling interest
  • Seller’s counsel in the sale of construction logistics company
  • Buyer’s counsel in the acquisition of a construction company

Venture Capital
Represent venture investors and operating companies in negotiating investments and fund formation. Recent transactions include:

  • Seed investment in a gig-economy technology company
  • Convertible note offering for mobile device automation technology company
  • Several emerging agribusiness investments involving debt and equity
  • Represented investor in $300,000 purchase of convertible debt investment in an emerging industry company

Investment Fund Formation and Compliance
Represent sponsors in structuring and marketing private investment funds and affiliate entities, including regulatory compliance and drafting governing documents and offering materials. Recent funds include:

  • $50 million Qualified Opportunity Fund focused on multi-family and mixed use real estate development
  • $50 million Qualified Opportunity Fund, and $50 million sister fund, each focused on developing novel residential communities
  • $10 million project-specific Qualified Opportunity Fund focused on developing office, retail, and restaurant development
  • $20 million venture strategy equity investment fund
  • $5 million commercial real estate fund
  • $20 million mortgage-backed debt fund

Securities Enforcement, Compliance, and Litigation
Represent various registered investment advisers (RIAs) and private investment funds in regulatory compliance, including periodic reports, and in inquiries, audits, and proceedings with the Securities and Exchange Commission, Securities Division of the Arizona Corporation Commission, and other regulators.

Intellectual Property
Outside corporate counsel to companies across a multitude of industries in trademark filings, protection of trade secrets, and assignment and licensing of inventions and other intellectual property.

Media and Presentations

Articles

  • Featured, “Introduction of Regulation Crowdfunding,” Financier Worldwide (August 2016)
  • Author, “Planning for a Successful Business Partnership,” Construction Executive Magazine (2016)
  • Co-Author, “The Art of the Deal: Know Your (Capital) Market,” Canada Arizona Business Council Resource Guide, Vol. 2 (2014)
  • Co-Author, “For Investment Capital, Head to Canada,” Canada-Arizona Business Council Resource Guide, Vol. 1 (2013)

Blogs

Presentations

  • “Securities: Tackling Future Issues Today,” State Bar of Arizona Convention (2016)
  • “Raising Money, Regulation and Litigation in Arizona: Crossing the Border Raising Money in Canada,” State Bar of Arizona Annual Convention (2015)
  • “Canadian Capital Market Opportunities,” A U.S. Lawyer’s Perspective, TMX Finance Series (2014)

Memberships

State Bar of Arizona

  • Executive Committee, Securities Regulation Law Section (2015 – present)
  • Executive Committee, Business Law Section (2017 – present)

Canada-Arizona Business Council

  • General Counsel (2012 – 2016)

Association for Corporate Growth

  • Arizona Chapter, Board of Directors (2017)

American Bar Association

  • Member, Business Law Section

Muhlenberg College Alumni Board

  • Director, Governance and Nominations Committee (2010 – 2014)

Business Law Brief

  • Jr. Editor (2007 – 2008)

Mock Trial Honor Society (2007 – 2008)

Stephen S. Weinstein Trial Advocacy Program (2006 – 2008)

WCL Civil Practice Clinic (2006 – 2007)

Honors and Awards

  • Listed, Southwest Super Lawyers Rising Star in areas of Securities and Corporate Finance (2015 – 2018)