Experience

Legal Expertise

Mark T. Hiraide works in the highly specialized and complex area of the law having to do with business finance and raising capital. He represents entrepreneurs, startups, publicly traded companies, directors and officers, broker-dealers, investment bankers, investment advisers and accountants in civil litigation relating to securities offerings, mergers and acquisitions, and investment management. He counsels public exchange-listed and private companies and their boards of directors, including special committees and senior management, on issues including corporate governance, discharge of fiduciary duties, internal investigations and Securities and Exchange Commission compliance. He represents companies in transactions including securities private placements and public offerings. And he defends parties in civil litigation, government regulatory investigations and enforcement proceedings, and represents defrauded investors.

He is an authority on the Jumpstart Our Business Startups (JOBS) Act of 2012. Mr. Hiraide testified before a U.S. Senate subcommittee looking into the law designed to help startups raise money. He is the author of a book on crowdfunding just published by Thomson Reuters. And he is working with the California Legislature to pass a state crowdfunding law he drafted.

Mr. Hiraide offers unique insight and perspective to his clients because of his former position as an SEC attorney and because he has handled both business transactions and courtroom litigation during his three decades as a corporate and securities lawyer.

Representative Matters

Capital Markets

Serves as issuer’s counsel in early-stage and IPO securities offerings in fin-tech, biotech, and consumer-products industries.

Notable transactions:

Issuers counsel in several Nasdaq IPOs.
Conducted “equity crowdfunding” offerings under Regulation A and Regulation CF.
Counseled cryptocurrency companies in complying with federal and state securities laws in conducting token offerings.

M&A

Counsels boards of directors in discharging their fiduciary duties to shareholders.

Notable cases:

Represented a publicly traded Taiwanese corporation in its purchase of a Nasdaq-listed distributor of value-added, semi-finished aluminum and steel products. The acquisition was a finalist for The M&A Advisor Deal of the Year Award (2017) in the categories of Materials Deal of the Year and Cross Border Deal of the Year ($50MM - $100MM).
Successfully defended directors and officers in shareholder derivative lawsuits in federal and state courts.
Counseled special committees in conducting investigations of management wrongdoing.
Prevailed in a trial-like hearing before the California Department of Business Oversight to obtain a permit for a non-consensual cash-out of a minority shareholder.

Government Defense and Securities Litigation

Serves as defense counsel in Securities and Exchange Commission and Financial Industry Regulatory Authority investigations. Mr. Hiraide has helped several companies, their officers and directors, broker-dealers and investment advisers avoid civil action by the SEC and FINRA.

Notable cases:

Negotiated a successful resolution with the U.S. Attorney’s Office in a high profile insider trading case, including shielding his client from a criminal indictment. Mr. Hiraide’s client was the only witness in the case to escape having to enter a guilty plea as part of his agreement to testify against a company representing a collection of hedge funds accused of gathering inside information about a major Silicon Valley firm.
Prevailed on a motion for summary judgment in federal court representing a real estate developer in a tenant-in-common investment syndication by establishing that the investments were not “securities.”
Served as a defense expert witness in legal malpractice cases against securities lawyers. In a case against a partner of a national law firm, Mr. Hiraide testified as to the standard of care of securities lawyers in representing a company engaged in a going-private transaction.
Served as a plaintiff’s expert witness testifying on behalf of defrauded institutional and individual investors. Mr. Hiraide has testified about disclosures required by the securities laws in a private placement of securities, fiduciary duties of officers and directors and duties of broker-dealers to their customers.

Professional, Business and civic Affiliations

Member, Association for Corporate Growth (ACG) DEI Advisory Committee
Los Angeles County Bar Association Board of Trustees, Trustee At-Large
Los Angeles County Bar Association, Chair of the Executive Committee of the Business Law Section (2020-2021)
California State University Dominguez Hills (CSUDH) Innovation Incubator, Chair, Advisory Board
Small Business California, Member of the Board of Directors
South Bay Entrepreneurial Center, Member of the Board of Directors

Other Career Experience

Mr. Hiraide began his career as an attorney for the U.S. Securities and Exchange Commission for eight years, after working for two years as an associate attorney in a Los Angeles law firm. He headed an Enforcement Branch in the SEC's Los Angeles Regional Office, and later was appointed by the United States Attorney's Office as a Special Assistant United States Attorney to prosecute a major criminal securities fraud case. He completed his career at the SEC as an Attorney-Advisor in the SEC's Division of Corporation Finance in Washington, D.C. and joined Lee Petillon in private practice in 1994, where they later formed the securities-law boutique Petillon Hiraide LLP.
In law school, he received a Merit Scholarship and served as a judicial extern to Justice Cruz Reynoso of the California Supreme Court and to the Honorable Robert M. Takasugi of the United States District Court, Central District of California.