Areas of Concentration

  • Public offerings and private placements (including Rule 144A, PIPEs, Regulation S, SPACs and reverse merger transactions) of debt and equity securities by foreign and domestic companies, representing issuers and investment firms
  • Mergers, acquisitions (including leveraged buyouts) and divestitures
  • Private equity and venture capital
  • Compliance with federal securities law, including tender offers and acquisitions, broker-dealer and investment company regulation
  • Debt restructurings
  • Corporate governance
  • Secured lending arrangements
  • Corporate, contractual and commercial matters, including joint ventures, licensing and distribution arrangements, employment and shareholder agreements
  • General corporate representation

Sample Clients

  • Public and private companies
  • Entrepreneurs
  • Investment firms
  • Executives

Representative Transactions
Acquisitions/Divestitures/Restructurings

  • Leveraged buy-out of Mid-Atlantic catalog retailer on behalf of a major insurance company as subordinated lender/equity participant and subsequent debt restructuring
  • Sale of voice recognition technology firm to Nasdaq National Market telecommunications company in a merger transaction
  • Sale of factoring business of a major New York commercial bank to another major New York commercial bank
  • Spin-off by Nasdaq National Market information technology company of division engaged in automated remote network monitoring and security business
  • Acquisition of a controlling interest in NYSE-member securities firm
  • Restructuring of troubled NYSE-listed office automation company through sale of product lines and branch offices
  • Sale of a major New York-based upscale department store
  • Acquisition of a major New York-based retail photo processing firm
  • Acquisition of third party administration company engaged in the retirement plan platform business

Public Offerings

  • Initial public offering by property-casualty insurer
  • Series of public offerings by a major Las Vegas casino-hotel operator for the construction and development of Atlantic City casino-hotel (involving mortgage bonds, secured notes, common stock and warrants)
  • Underwritten call of convertible debentures of mobile medical diagnostic company
  • Initial public offering by automated remote network monitoring and security company as part of spin-off
  • Exchange of $127 million of registered secured senior notes for secured senior notes issued in a Rule 144A transaction
  • Series of high-yield debt offerings by Florida real estate developer
  • Initial public offering of high yield debt securities by liquid plant food company
  • Exchange offer by major manufacturer of heavy duty trucks
  • Exchange offer by major toy manufacturer
  • Initial public offering by image-directed, computer-controlled robotic surgical company (replacement hip and knee surgery using technology developed by IBM, principal stockholder)
  • Offering of equity securities by Nasdaq-listed Israeli real-time computer services company
  • Initial public offering by Israeli manufacturer and distributor of fuel management systems and computerized taximeters

Private Placements

  • Offering of preferred stock by major insurance company
  • Offering of senior subordinated notes by a Mid-Atlantic catalogue retailer as part of leveraged buy-out
  • Offering of limited partnership interests in a major cable television operator
  • Offering of convertible notes of oil and gas exploration company
  • Offering of convertible notes by sponsor of vision care plan
  • Offering of convertible notes of distributor of innovative European-manufactured automated oral hygiene products as part of early-stage venture capital financing
  • Offering of limited liability company membership interests in a series LLC engaged in the acquisition and renovation of distressed residential real estate held for sale or as rental properties
  • Offering of convertible preferred stock by biotechnology company as part of early stage venture capital financing
  • Offering of limited liability company interests in video conferencing software developer as part of early stage venture capital financing

Admissions

  • New York State Bar (May 1975)

Bar Association Activities

  • Member, New York State Bar Association Business Law Committee and Securities Law Committee

Seminars

  • Securities Regulation Committee, New York State Bar Association Business Law Section
  • “How to do a Private Placement” (Spring 2000)
  • “The Fundamentals of Structuring a Private Placement” (Spring 2002)