Matters

Stillwater Capital Partners – Acquisition of Assets by Public Shell

Represented Stillwater Capital Partners, Inc., in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp.), a publicly held special purpose acquisition company organized in the Cayman Islands.

Multinational Insurance and Reinsurance Company – Capital Markets and Regulatory Advice

Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.

Edison Tax Services – Acquisition Platform Structure and Joint Ventures

Represented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.

Global Hedge Company – Exchange

Represented a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.

Hedge Fund – SEC Investigation

Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.

R6 Capital Management – St. Louis Blues Financing

Represented R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.

Pirate Capital – Proxy Contest

Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

Regulatory and Securities Law Advice

Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.

CAPTOR RE – Real Estate Fund Program

Represented CAPTOR RE in the acquisition and sale of multi-million dollar real estate projects to non-U.S. investors using private REITs.

Vanbarton Group – Real Estate Fund

Represented Vanbarton Group in establishing a real estate private fund for a multi-billion dollar pension fund.

Private Equity – Venture Capital Fund

Represented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

Victor Chu & Co. – NYS Energy Efficiency Fund

Represented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

Fund Manager – JOBS Act

Represented a fund manager in connection with JOBS Act advice, including new private placement rules.

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.