Matters

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Barclays for insurance companies affiliated with MEAG.

Cybersecurity Policy

Represented a registered investment advisor in the drafting of its cybersecurity policies and procedures, and the development of a cybersecurity program which included an audit and assessment by an outside consultant. We also advised on the client's Form ADV.

International Investment Bank – Broker Dealer Formation

Represented an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.

Emmes Asset Management – Investment Adviser Agreement

Represented Emmes Asset Management Company LLC in its investment adviser agreement with a state pension fund allocating several hundred million dollars to investments in real estate opportunities.

MEAG Munich – Regulatory Advice

Represented MEAG Munich in providing regulatory advice regarding traders under the U.S. Securities Exchange Act.

Private Equity Fund – Music Industry Deal Restructuring

Represented a private equity fund in the comprehensive restructuring of the acquisition financing for a music catalog. The restructuring involves the purchase of a music catalog in satisfaction of acquisition financing obligations, and also the funding of a music developer's participation in a new joint venture.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Citibank NA.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Wells Fargo.

Euristates, Inc. – Romanian Investment

Represented Euristates, Inc., in acquiring a majority stake in a Romanian investment company. This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.

Insurance Company – CDO Asset Management Company Investment

Representation of an insurance company in the formation of a joint venture CDO asset management company.

Channel Islands JV – Structured Credit Management

Represented a joint venture based in the Channel Islands and New York in its formation. The new company will manage CDOs and other structured credit products.

Marathon Real Estate Opportunity Fund Transactions

Represented Marathon Real Estate Opportunity Fund in connection with a number of sophisticated transactions including domestic and international joint ventures and strategic partnerships, hotel property acquisitions, construction and development of Marriott branded hotels, Florida condominiums and documiniums, the acquisition of office complexes in Paris, and the acquisition of one of the largest NYC parking owner/operators.

Asset Management Company – Investment Suitability

Represented an investment advisory company in defense of action by former client with respect to investment losses.

Investment Advisor Act

Represented an investment advisor with regulatory assets under management of approximately $1 billion in Investment Advisor Act matters including filing of an amendment to its Form ADV.

Dryden Capital – Offshore Fund

Represented a master-feeder hedge fund which invests opportunistically in a long-short balanced portfolio consisting primarily of U.S. equity securities.

Soho Arts Inc. – Art Investment Company

Formation of Soho Arts Partners, a series LLC, its managing member and its investment manager, in connection with several art acquisitions and investments.

Davidoff Capital, LLC – Domestic Fund

Represented an investment advisor in the formation of a master-feeder hedge fund structure with a global investment strategy.

Concise Capital Management, LP – Fund Restructuring

Represented an SEC-registered investment adviser in the restructuring of its Cayman Islands master-feeder fund complex to reflect the addition of new share classes and changes to fee terms.

COATL Capital, LLC – Family Office

Represented client in the formation of an investment advisor focusing on Latin American clients. Draft various employment and severance agreements for employees of the new investment advisor.

Plainfield Asset Management – Hawkeye Renewables

Represented Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.

Three Ocean Partners – Formation

Represented Three Ocean Partners in its formation and organization, equity capital raise and registration as a broker dealer as well as across a spectrum of portfolio investments.

Foreign Investment Advisor – U.S. Securities Advice

Advised German-based investment advisor with respect to U.S. securities regulations.

Investment Manager – Fund Liquidation

Represented an investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.

Elanus Capital Management, LLC – Series Hondius

Represented Elanus Capital Management, LLC in the formation of Series Hondius, a series of Elanus Capital Investments, LLC, that was formed to acquire $10 million of Credit-Linked Floating Rate Notes issued by a large financial institution.

Investment Adviser – Loan Review

Review and analysis of senior secured corporate loan investments on behalf of a collateral manager for collateralized debt obligations (CDOs).