Christopher Rogers is a Shareholder in the Firm's Scottsdale office and a member of the Corporate practice group. Mr. Rogers' practice focuses on corporate, securities, mergers and acquisitions, private fund formation, and other business transactions. He regularly represents investors and companies as they conduct securities offerings and engage in other finance and capital transactions.

Clients often turn to Mr. Rogers to organize and advise their businesses and investment funds (including venture, real estate, and qualified opportunity zone investment funds). He offers significant experience in company governance, Securities and Exchange Commission (SEC) compliance, full disclosure and investor relations, as well as regular legal issues facing any operating business. Regularly serving as transaction counsel in the sale or purchase of middle-market businesses, clients often turn to Mr. Rogers for knowledgeable guidance through some of the most important transactions for any business.

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

Mr. Rogers is active in both the legal and broader business and investment community. He is the past-President and serves on the Board of Directors of the Association for Corporate Growth (ACG) -Arizona Chapter, a leading mid-market M&A organization. Mr. Rogers holds leadership positions in Securities Regulation Sections and Business Law Sections of the State Bar of Arizona.

He 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 and then later in the political unit at CNN as one of the producers of the daily political debate program "Crossfire."

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Bar Admissions

• Arizona
• New York
• New Jersey

Education

• Washington College of Law at American University, J.D.
• Muhlenberg College, B.A., International Studies: Global Trade and International Business

Significant Accomplishments

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, rollover transactions, employment agreements, loan and other financial documents, and conducting due diligence. Recent transactions include:

• Buyer's counsel in acquisition of $100 million hydro-technology and services company
• Buyer's counsel in roll-up acquisitions of medical technology companies
• Buyer's counsel in acquisition of a global leader in frequency control devices on behalf of Japanese public company
• Seller's counsel in a $40 million sale of healthcare company
• Seller's counsel in a $100 million sale of government contractor
• Seller's counsel to an entertainment company
• Seller's counsel in sales of several Registered Investment Advisor (RIA) firms

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:

• $100 million real estate fund focused on opportunistic industrial acquisitions;
• $100 million private lending and leverage-backed equity investment fund
• $100 million real estate fund pursuing a conversion and adaptive reuse strategy
• $50 million single family rental fund
• Various Qualified Opportunity Funds and other real estate funds ranging from $5m to more than $100 million pursuing various strategies from office, retail and restaurant development, to multi-family development, to establishing novel technology backed "carless" residential communities

Securities and Securities Offerings

Represent operating companies, investment funds, and early stage venture companies in connection with issuers in private and public securities transactions involving equity, debt, and convertible instruments, including drafting offering materials and providing SEC-regulatory compliance counsel. Recent engagements include:

• Issuer's counsel in connection with various real estate fund and syndication offerings ranging from less than $5m to more than $150 million
• Issuer's counsel in go-public transaction on Toronto Stock Exchange Venture Exchange for consumer product company
• Issuer's counsel in various venture investments, including Seed, Series A, Series B, etc.
• Issuer's counsel to energy technology company in $10 million private placement
• Issuer's counsel emerging cannabis company in $30 million offering of equity and debt, domestically and in Canada

Corporate

Provide corporate advice to operating companies, Boards of Directors, and executives on matters encompassing joint venture agreements, strategic acquisitions and dispositions, talent acquisition and retention, shareholder relations, and ordinary course business issues and agreements.


Professional Activities and Experience

• The Best Lawyers in America©, Corporate Law (2023 - 2025)
• Phoenix magazine, "Top Lawyer," Securities Law (2022)
• Southwest Super Lawyers Rising Stars®, Securities and Corporate Finance (2015 - 2018)

• Let's Make A Deal
• Potential Regulatory Relief for Sponsors Raising Equity for Qualified Opportunity Funds
• Capital Raising Developments for Qualified Opportunity Funds
• The Securities Laws Landscape for OZ Funds and their Managers
• Introduction of Regulation Crowdfunding
• Planning for a Successful Business Partnership
• The Art of the Deal: Know Your (Capital) Market
• For Investment Capital, Head to Canada
• Qualified Opportunity Zones: Newly Released Guidance by Internal Revenue Service (IRS)
• New Federal Crowdfunding Rules
• Looking Far North to Raise Growth Capital
• Launching a QOZB: How to Establish and Structure a Qualified Opportunity Zone Business for Best Results and How to Best Navigate Requirements
• Christopher Rogers, Presenter at the Midwestern University Alumni Webinar
• Christopher Rogers, Presenter at the State Bar of Arizona
• Christopher Rogers, Moderator at the Association for Corporate Growth
• Christopher Rogers, Presenter at the State Bar of Arizona
• Christopher Rogers, Co-Presenter at the Surety Association of Arizona
• Christopher Rogers, Presenter at Bell Bank
• Christopher Rogers, Presenter at Pinal County
• Christopher Rogers, Panelist at the Opportunity Zone Expo
• Christopher Rogers, Panelist at the Yuma County Seminar
• Christopher Rogers, Keynote Speaker at the Jewish Federation of Greater Phoenix
• Christopher Rogers, Panelist at the Law Firm Alliance
• Christopher Rogers, Panelist at Jennings, Strouss & Salmon
• Christopher Rogers, Speaker at the State Bar of Arizona Business Law Section
• Christopher Rogers, Presenter at the State Bar of Arizona Convention
• Christopher Rogers, Speaker at the State Bar of Arizona Annual Convention
• Christopher Rogers, Speaker at the TMX Finance Series