Biopharma Company - Securities Advice
Representation of publicly held biopharmaceutical company in connection with it securities filings, reporting requirements and related corporate advice.
Asset Manager - CFTC Registration
Representation of asset management division of leading international financial institution in CFTC and NFA registration and related regulatory matters.
MEAG Munich - Regulatory Advice
Representation of MEAG Munich, the European-based investment advisory arm of Munich Re, in connection with regulatory advice regarding traders under the U.S. Securities Exchange Act.
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
Stellar Pharmaceuticals Inc. - Private Placement
Representation of Stellar Pharmaceuticals Inc. in connection with a cross-border private placement of units consisting of 1 million common shares and three series of "step-up" warrants to purchase up to an additional 3 million common shares. We also prepared a registration statement under the Securities Act of 1933 covering the resale of all common shares covered by the units.
Representation of four account executives in an FINRA investigation alleging the falsification of records during a raiding dispute.
International Insurer - FINRA Arbitration
Representation of a major international insurer in a FINRA arbitration brought by a group of customers alleging improper selling- away by an account executive.
Public Company - Equity Line of Credit
Representation of a NASDAQ-listed company on a registered $6 million equity line of credit transaction. Pursuant to the equity line, the company has the right to put shares of its common stock to the investor, and the investor is required to purchase those shares, with the number of shares sold at any given time and the purchase price per share to be based upon a formula set forth in the purchase agreement.
Branch Manager - FINRA Investigation
Representation of the branch manager of a national retail brokerage firm in a FINRA investigation involving the failure to supervise in connection with a major defalcation from a customer account by an administrative employee.
Pan-Pacific - Sale of the Company
Representation of the stockholders of Pan-Pacific Enterprises, Inc., the largest independent distributor of medical X-ray tubes in China, in the sale of the company to Varian Medical Systems, Inc., a publicly traded company.
International Investigation - Market Manipulation
Representation of a foreign citizen in connection with an indictment by the U.S. Attorney’s Office and an SEC investigation alleging market manipulation of multiple OTC securities in the U.S. markets via the internet.
Software Company - Going Private
Representation of a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.
Managing Director - Executive Compensation Agreement
Representation of the managing director of a full-service global investment banking and securities firm in negotiating an executive contract, including stock options and analysis of restrictive covenants.
Senior Executive - U.S. Attorney/SEC Investigation
Representation of a senior executive of a national retail brokerage firm in a joint U.S. Attorney/SEC investigation relating to market timing activities. No charges were instituted against the executive.
Executive - SEC Investigation
Representation of an executive of a national retail brokerage firm in a joint U.S. Attorney and SEC action alleging fraud in connection with securities lending.
Retail Brokerage - NASD Investigation
Representation of a retail broker of a national retail brokerage firm in a NASD investigation alleging numerous sales practice violations in connection with customer accounts. No charges were instituted after the filing of a Wells submission.
SportsNet New York - Term Loan Facility
Representation of a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.
Director - Executive Compensation Agreement
Representation of a director of a full-service global investment banking and securities firm in negotiating an executive contract including stock options and restrictive covenants.
Public Company - Public Offering
Representation of a NASDAQ-listed public company in a public offering of 1.5 million shares pursuant to a share lending program.
Horizon Telecom - Securities and Reorganization Issues
Representation of Horizon Telecom, a publicly traded facilities-based telecommunications carrier that provides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.
Plainfield Asset Management - Westside Transload / Transload America
Representation of Plainfield Asset Management, one of the leading private equity firms in the United States, in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.
OTC Hedging Service - Market Formation
Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.
Concord Associates - Empire Acquisition
Representation of Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.
Mutual Fund Company - NASD Arbitration
Representation of an international mutual fund company in a NASD arbitration brought by a senior officer seeking alleged wrongfully withheld compensation and bonuses.
Employees - SEC Investigation
Representation of multiple employees from a public company in an SEC investigation alleging misstatements in the company’s public filings. No charges were instituted.
Horizon Telecom - Going Private Transaction
Representation of Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed and commented upon by the SEC, and required a fairness opinion from a major investment banking firm.
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
Reckson Strategic Venture Partners - Student Housing
Representation of Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business into, and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops "oasis" providing food, fuel and rest facilities along major highways.
Film Equipment Company - Equity Offering
Representation of a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)