Cyrus Rajabi

Cyrus concentrates his practice on business, corporate finance, securities, real estate and insurance law, including investment management and financial services. Representative clients include emerging and established companies, mutual and hedge funds, broker-dealers, investment advisors, insurance and insurance holding companies, developers, entrepreneurs, directors & officers, and individuals, in connection with business, insurance, securities, real estate and regulatory matters including: commercial transactions; securities filings and periodic reporting; corporate governance, regulatory, enforcement and compliance matters; as well as real estate development and construction matters. Cyrus’ practice also includes representation of private and public clients in connection with capital-raising activities, including exempt and public offerings, including early and late stage venture capital / private debt and equity offerings, as well as mergers, acquisitions, corporate reorganizations, and divestitures of businesses for both sellers and purchasers.

As a principal in several Colorado business entities, Cyrus has over two decades of business ownership and management experience. He also has nearly two decades of practical experience in the real estate industry, including commercial and residential development.

His business experience includes working with various federal, state and local agencies that impact clients’ transactions and operations including the IRS, CAID, CDOR, CDOI, DOJ, FINRA, SBA, SEC and various local planning and zoning departments. With both legal and practical business experience, Cyrus is able to apply his integrated perspective to efficiently and effectively address clients’ concerns and needs, often in innovative, more advantageous ways. Cyrus’ combined legal, business, and entrepreneurial experience is an invaluable resource, particularly to start-up and growing ventures.

Experience

Cyrus is experienced in a wide variety of business and real estate transactions, including: entity formation matters (covering choice of entity matters, angel and seed-round financing, and private placements); contract negotiation, general business contract drafting and review; license agreements; shareholders’ agreements; confidentiality agreements; employment agreements; mergers; acquisitions; non-disclosure, non-compete, and non-solicitation agreements; planning & zoning issues; business and asset sales; development and construction agreements; closing and title document review; commercial and residential leases; sale-and-leaseback transactions; installment land sales; common ownership interest matters; financing matters; security interests; real estate planning as well as strategic planning.

With regard to corporate governance, regulatory, compliance and enforcement matters, Cyrus represents investment advisors, hedge funds, broker-dealers, professionals, public companies, and their officers and directors in such matters including corporate governance best practices, fiduciary duties, deal structures and techniques as well as in connection with inquiries and investigations by the SEC and numerous other federal and state regulatory agencies, including the DOJ, FINRA, state securities agencies and state attorney general offices.

Cyrus also represents corporations and special committees in internal investigations including investigation of issues related to accounting irregularities, FCPA, insider trading, and potential fraud inquiries as well as other matters.

Significant Representations

• Assisted fund client with sale of $172.5 million in investments interests in various private equity and venture funds
• Advised target mutual fund (~$400 million AUM) in connection with merger
• Assisted with completion of $1 billion SEC reporting company merger with SEC registered stock and cash (2012)
• Assisted with $122 million common stock offering for oil and gas company
• Assisted insurance holding company with the acquisition of an insurance company
• Represented acquiring insurance company in connection with hostile takeover of a target insurance company
• Assisted with management led LBO of medical practice billing company
• Assisted with private placement of equity and debt financing for development of multi-family real estate development
• Assisted with multiple commercial and residential condominium conversions
• Assisted with privatization of public entity, including corporate documentation and regulatory filings