Matters

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.

Real Estate Development Fund – Compliance

Represented a multi-billion dollar real estate development fund in a range of securities and compliance matters.

Fund of Funds Acquisition

Represented the manager of a multi-billion dollar hedge fund in the acquisition of Fairfield Greenwich Funds and in various debt transactions and regulatory matters.

Ubiquity, Inc. – Uplist

Represented Ubiquity, Inc., a vertically integrated technology-focused media company, in the development of a customized transaction structure that allowed shareholders to uplist the trading of its common stock to NASDAQ. The structure addressed potential adverse selling pressure of Ubiquity’s common stock.

Public Company – SEC Investigation in Connection with IPO

Represented a publically traded computer software company in an SEC investigation into the company’s assets and the funds used to purchase shares in the company’s initial public offering.

MetLife Stadium – $650 Million Bond Placement

Represented a special purpose entity that is an affiliate of the New York Jets and the New York Giants in a complex public financing that involved the New Jersey Economic Development Authority and local governments for the new Meadowlands stadium.

New York Yankees – $1.5 Billion Stadium Financing

Represented a special purpose entity that is an affiliate of the New York Yankees in the issuance of municipal tax-free and taxable bonds by the New York City Industrial Development Agency in an aggregate amount of approximately $1.5 billion, which financed the lease of the site and construction of a new, state-of-the-art stadium.

Gadsen Growth Properties – REIT Initial Public Offering

Representing Gadsen Growth Properties, Inc. in its NYSE initial public offering, and the acquisition of a portfolio of approximately $100 million of commercial real estate.

Berenberg Capital Markets – Expansion of U.S. Business

Represented Berenberg Capital Markets, the U.S. broker/dealer subsidiary of one of Europe’s leading privately owned banks, regarding compliance and related matters for expansion of its U.S. business.

National Securities Corporation – RIVI Opportunity Fund

Represented National Securities Corporation, a leading investment bank and broker/dealer, as placement agent for RIVI Opportunity Fund, which will make investments in precious metal streaming contracts.

Landwin Management – Proposed IPO

Represented Landwin Management, a commercial real estate investment firm, in filing a registration statement in connection with a proposed initial public offering.

Bounce Media Group – Yacht Charter Agreement

Represented Bounce Media Group, an operator of one of the largest private event yachts in the northeast, in securing its charter for the 2015 season, in executing a contract for its first cruise this year – the June 5 birthday party of famous hip hop artist, Jadakiss, and filing for trademark protection for the BOUNCE BOAT name.

Tigrent Inc. – Reverse Merger

Represented Tigrent, Inc., global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, primarily through its Rich Dad™ Education brand, in a reverse merger into a public shell company that allows Tigrent to be a public company.

New York Racing Association – Integrity Counsel

Represented New York Racing Association (NYRA), as Integrity Counsel, in assisting NYRA’s Board of Directors and management in ensuring that NYRA, its officers, employees and operations comply with all the applicable laws and regulations of New York Racing, Pari-Mutuel Wagering and Breeding Law §206(5), and AML and Patriot Act concerns. NYRA holds the exclusive right to conduct racing and pari-mutuel wagering at Aqueduct, Belmont Park and Saratoga Race Courses. We are also assisting NYRA on general corporate and tax-related matters.

Yankee Global Enterprises – 21st Century Fox

Represented the New York Yankees and Yankee Global Enterprises in 21st Century Fox's multi-billion dollar acquisition of a majority stake in the Yankees Entertainment and Sports Network (YES Network). The two-step acquisition raised 21st Century Fox's ownership position in the regional sports network to 80 per cent. The remaining 20 per cent stake continues to be held by Yankee Global Enterprises.

Silas Capital – Portfolio Investment Sale

Represented Silas Capital, a venture capital and private equity firm, in the sale of a portfolio investment, including the negotiation of applicable indemnities, representations and warranties.

VC Round Raise and Distribution Agreement

Represented Vanessa Blake Cosmetics, a full-service cosmetics company that provides a proprietary and unique bespoke line of skincare and cosmetic products and services, including cosmetic products with customized shades and pigments, in its venture capital round raise and its distribution agreement with Birchbox.

Fund Formation and Capital Raise

Represented a private equity fund in all aspects of the formation of the initial and successor fund, and in capital raising and operations, including development of tax-advantaged investment structures, financing of general partner commitments, acquisitions of residential mortgage portfolios, and financing of investments and co-investment arrangements.

Fund Bridge Loans

Formation of a special purpose fund to make bridge and other loans primarily secured by real estate assets.

Fund Formation and Capitalization

Represented a New York City area fund with a primary focus on short-term senior real estate mortgage loans in its formation and initial capitalization.

Broker-Dealer Formation

Represented one of the top fixed-income traders in the U.S. in the formation of a broker-dealer that is located in Puerto Rico to take advantage of special tax incentives, and the development of an industry-first corporate bond pricing model and data service. Our client will provide a specified percentage of its profits to charitable causes under the “B” Corporate structure.

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.

Doral Bank – Sale of Property Finance Unit

Represented Doral Bank in the sale of the Doral Property Finance Group, including a portfolio of real estate focused loans, to a multi-billion dollar REIT.

Money Center Bank – CLO Program Development

Represented a money center bank in developing a collateralized loan obligation program to recycle national real estate mortgage loans and warehouse loans, including advice on structuring, tax matters and bank regulatory matters.

M&A Advisory – Polish Company Listing

Representation of an M&A advisory firm in developing a strategy to access the US public exchange as a foreign private issuer either by listing shares on the NYSE or issuing and listing ADRs.

Cardax Pharmaceuticals, Inc. – Financings and Reverse Merger

Represented Cardax Pharma, a development stage life sciences company, in several financing rounds and its reverse merger with a public company. Cardax trades on the OTCBB under the symbol "CDXI".

Former Bank Directors – Favorable Resolution of FDIC Investigation

Herrick negotiated a favorable settlement on behalf of three directors of a failed New York City community bank, resolving claims by the FDIC that the directors had failed to exercise due care in their oversight of the bank's loan portfolio.

DNL Industries LLC – Chapter 11 Proceedings

Representation of DNL Industries LLC, an emerging technology company, in its Chapter 11 restructuring.

Multifamily Developer – Joint Venture Syndications

Represented a Brooklyn-based multifamily property owner and developer in the establishment of several multi-million dollar joint venture syndications.

Collateralized Lender – Secured Loan Documentation

Represented a private collateralized lender in the development of documentation for secured loans where the collateral includes stock of public companies traded on non-US markets.

Venture Capital – Fruit Juice Investment

Represented a venture financing fund in its investment in an early stage fruit juice company.

Private Equity Firm – Settlement with SEC – Alleged Violations of Broker-Dealer Registration Requirements

Herrick represented a prominent real estate private equity firm in a precedent-setting and favorable settlement with the Securities and Exchange Commission related to the use of a finder in raising capital and the application of broker-dealer registration requirements.

SEC Matter – Representation of Company and CEO Concerning Stock Transaction

Representation of a public company and its chief executive officer in a U.S. Securities and Exchange Commission investigation regarding the company's private offerings of its stock and its disclosures. The work entailed producing documents in response to SEC subpoenas and representing executives required to give testimony before the SEC.

New York based Technology Company

Sale of privately held company to private investors, for cash and additional consideration based on achieving specified earn-out targets in a transaction where the executive team will remain and manage the acquiring company.

Tech Startup – IP Matters and Venture Capital Funding

Represented start up company with innovative technology in the food safety industry in all aspects of its organization, development, acquisition and protection intellectual property and initial venture funding.

PASL Holding LLC

Represent a bank holding company of a OCC regulated community bank in all aspects of its regulatory compliance and periodic reporting obligations.

Bank Real Estate Lending Policies

Represented a non-U.S. bank, subject to New York State bank regulatory authority, in the development of its real estate lending policies and procedures.

Bank Regulatory Analysis

Representation of the New York bank subsidiary of an international bank group in the analysis of certain OCC bank regulations including loan limits and the attribution of extensions of credit.

Expansion of Bank Activities

Representation of a Non U.S. bank subject to New York State bank regulatory authority in the expansion of its U.S. business activities.

Global Hedge Company – Exchange

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

Representation of International Construction Materials Manufacturer

Represented an international construction materials manufacturer in various franchise law issues including the compliance of its distribution system with franchise law.

City of New York Comptrollers Office

Represented the New York City Office of the Comptroller in a multi-million dollar investment in a real estate-focused private equity fund.

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.

Representation of Private Equity Opportunity Fund

Represented private equity opportunity fund in all aspects of the formation of the initial fund and successor fund, capital raising, and operations, including development of tax advantaged investment structures, financing of GP commitments, acquisitions of residential mortgage portfolios, financing of investments, and co-investment arrangements.

Non-US Developer – Development of Financing Structure

Represented a non-US developer of New York City residential apartments in development of an innovative financing structure using a Series Limited Liability Company.

Bank Repo Transaction

Represented a New York commercial bank in the financing of investments in mortgage loans and REOs by a private equity fund through a repurchase and reverse-repurchase facility.

PCAOB Investigation

Represent a regional certified public accounting firm in an investigation by the PCAOB.

Construction of Solar Energy Facility

Represented an international manufacturer with office and plant facilities in New Jersey in the construction of a solar energy facility, including the negotiation of lease terms and the power purchase agreement.