Ongoing
Insurance Company - Restructuring and Loss Remediation
Representation of insurance company in restructuring and loss remediation activities relating to asset backed securities and conduit municipal bond investments.
Insurance Company - Restructuring and Loss Remediation
Representation of insurance company in restructuring and loss remediation activities relating to asset backed securities and conduit municipal bond investments.
Ongoing
FINRA Investigation - Gift and Gratuity
Representation of a senior trader in a FINRA investigation into the possible violation of FINRA gift and gratuity rules.
FINRA Investigation - Gift and Gratuity
Representation of a senior trader in a FINRA investigation into the possible violation of FINRA gift and gratuity rules.
Ongoing
Senior Broker - FINRA Investigation
Representation of a registered senior broker in a FINRA investigation into possible selling-away activities.
Senior Broker - FINRA Investigation
Representation of a registered senior broker in a FINRA investigation into possible selling-away activities.
2012
Biopharma Company - Securities Advice
Representation of publicly held biopharmaceutical company in connection with it securities filings, reporting requirements and related corporate advice.
Biopharma Company - Securities Advice
Representation of publicly held biopharmaceutical company in connection with it securities filings, reporting requirements and related corporate advice.
2012
Asset Manager - CFTC Registration
Representation of asset management division of leading international financial institution in CFTC and NFA registration and related regulatory matters.
Asset Manager - CFTC Registration
Representation of asset management division of leading international financial institution in CFTC and NFA registration and related regulatory matters.
2012
Foreign Investment Advisor - US Securities Advice
Advice to German based investment advisor with respect to U.S. securities regulations.
Foreign Investment Advisor - US Securities Advice
Advice to German based investment advisor with respect to U.S. securities regulations.
Regional Brokerage Firm - Investor Claims
Representation of a regional brokerage firm in multiple investor claims alleging fraud and misrepresentation in connection with a failed private placement.
Representation of a regional brokerage firm in multiple investor claims alleging fraud and misrepresentation in connection with a failed private placement.
2012
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.
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.
Ongoing
Investment Bank Vice President - Executive Compensation Agreement
Representation of a Vice President in the Investment Management Division of a full-service global investment banking and securities firm in negotiating an executive contract, including stock option and restrictive covenant analysis.
Investment Bank Vice President - Executive Compensation Agreement
Representation of a Vice President in the Investment Management Division of a full-service global investment banking and securities firm in negotiating an executive contract, including stock option and restrictive covenant analysis.
2011
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.
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.
Ongoing
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
2011
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.
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.
Ongoing
FINRA Investigation
Representation of four account executives in an FINRA investigation alleging the falsification of records during a raiding dispute.
FINRA Investigation
Representation of four account executives in an FINRA investigation alleging the falsification of records during a raiding dispute.
Ongoing
Financial Service Firm - Insider Trading
Representation of a financial service firm and key executives in an SEC insider trading investigation.
Financial Service Firm - Insider Trading
Representation of a financial service firm and key executives in an SEC insider trading investigation.
2010
Semiconductor Company - Capital Raise
Representation of a start-up semiconductor company in its private placement of up to $5 million of Class A common stock.
Semiconductor Company - Capital Raise
Representation of a start-up semiconductor company in its private placement of up to $5 million of Class A common stock.
2010
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
2010
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.
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.
2010
International Insurance Carrier - Indebtedness Recovery
Representation of international insurance carrier in its attempts to recover a two million dollar indebtedness from a former account executive.
International Insurance Carrier - Indebtedness Recovery
Representation of international insurance carrier in its attempts to recover a two million dollar indebtedness from a former account executive.
2009
Small Bone Innovations - Series D Financing
Representation of SBI in its private placement of Series D Preferred Stock in three tranches.
Small Bone Innovations - Series D Financing
Representation of SBI in its private placement of Series D Preferred Stock in three tranches.
2009
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.
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.
2009
Global Investment Bank - Restructuring and Loss Remediation
Representation of a global investment bank in ongoing restructuring and loss remediation efforts for portfolios of CDOs, ABSs and financial assets.
Global Investment Bank - Restructuring and Loss Remediation
Representation of a global investment bank in ongoing restructuring and loss remediation efforts for portfolios of CDOs, ABSs and financial assets.
2009
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.
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.
2009
National Retail Brokerage Firm - Civil Litigation
Representation of a national retail brokerage firm in a state court action alleging sales practice violations.
National Retail Brokerage Firm - Civil Litigation
Representation of a national retail brokerage firm in a state court action alleging sales practice violations.
2008
Private Equity Funds - PIPE Transactions
Representation of a number of private equity funds specializing in PIPE transactions.
Private Equity Funds - PIPE Transactions
Representation of a number of private equity funds specializing in PIPE transactions.
Ongoing
Securities Brokers - State Insurance Department Investigation
Representation of more than 150 securities brokers of a national retail brokerage firm in proceedings before a state insurance department on issues concerning annuity exchanges.
Securities Brokers - State Insurance Department Investigation
Representation of more than 150 securities brokers of a national retail brokerage firm in proceedings before a state insurance department on issues concerning annuity exchanges.
2008
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
2008
Japanese Financial Services Company - Microprocessor Company Investment
We represented a leading Japanese financial services company in its Series A Preferred investment in a fabless microprocessor company that provides multi-core processor solutions for the embedded multimedia market.
Japanese Financial Services Company - Microprocessor Company Investment
We represented a leading Japanese financial services company in its Series A Preferred investment in a fabless microprocessor company that provides multi-core processor solutions for the embedded multimedia market.
2007
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.
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.
2008
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.
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.
2008
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.
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.
2007-2008
Small Bone Innovations - Private Placement
Representation of Small Bone Innovations in a private placement of approximately $11 million of Series C Preferred Stock.
Small Bone Innovations - Private Placement
Representation of Small Bone Innovations in a private placement of approximately $11 million of Series C Preferred Stock.
2008
Securities Finder - SEC Investigation
Representation of securities finder in a joint U.S. Attorney and SEC action alleging fraud in connection with securities lending.
Securities Finder - SEC Investigation
Representation of securities finder in a joint U.S. Attorney and SEC action alleging fraud in connection with securities lending.
2007
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.
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.
2007
National Retail Brokerage Firm - Arbitrations
Representation of a national retail brokerage firm and its employees in over 75 arbitrations alleging various sales practice violations.
National Retail Brokerage Firm - Arbitrations
Representation of a national retail brokerage firm and its employees in over 75 arbitrations alleging various sales practice violations.
2007
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.
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.
2007
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.
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.
2007
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.
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.
2007
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.
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.
2007
Major League Baseball Team - Private Placement
Representation of a Major League Baseball team in a private placement of $41 million of variable rate senior notes.
Major League Baseball Team - Private Placement
Representation of a Major League Baseball team in a private placement of $41 million of variable rate senior notes.
2006
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.
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.
2006
Bondee Enterprises - Mina Fuel Acquisition in Bankruptcy
Representation of Bondee Enterprises Inc. in its acquisition of the assets of Mina's Fuel Oil Co., Inc. and Big City Petroleum Transport, Inc., New York based distributors of home heating oil and service.
Bondee Enterprises - Mina Fuel Acquisition in Bankruptcy
Representation of Bondee Enterprises Inc. in its acquisition of the assets of Mina's Fuel Oil Co., Inc. and Big City Petroleum Transport, Inc., New York based distributors of home heating oil and service.
2006
Public Company - Convertible Notes Exchange
Representation of a NASDAQ-listed public company in exchanging $49 million of outstanding convertible notes for common stock.
Public Company - Convertible Notes Exchange
Representation of a NASDAQ-listed public company in exchanging $49 million of outstanding convertible notes for common stock.
2006
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.
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.
2006
Public Company - Rule 144A Offering
Representation of a NASDAQ-listed public company in a Rule 144A offering of $57 million of convertible perpetual preferred stock.
Public Company - Rule 144A Offering
Representation of a NASDAQ-listed public company in a Rule 144A offering of $57 million of convertible perpetual preferred stock.
2006
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.
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.
2006
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.
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.
2006
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.
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.
2005
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.
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.
2005
National Retail Brokerage - State Court/NASD Arbitration
Representation of a national retail brokerage firm in successfully seeking a TRO, permanent injunction and monetary damages in connection with raiding of employees by a competitor.
National Retail Brokerage - State Court/NASD Arbitration
Representation of a national retail brokerage firm in successfully seeking a TRO, permanent injunction and monetary damages in connection with raiding of employees by a competitor.
2005
Hedge Fund Managers - SEC Investigation
Representation of two hedge fund managers in an SEC investigation relating to market timing activities. No charges were instituted.
Hedge Fund Managers - SEC Investigation
Representation of two hedge fund managers in an SEC investigation relating to market timing activities. No charges were instituted.
2005
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.
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.
2005
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.
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.
2005
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.
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.
2005
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.
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.
2004
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.
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.
1998
Coffee and Tea Company - Private Placement and Acquisition
Representation of a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.
Coffee and Tea Company - Private Placement and Acquisition
Representation of a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.
1998
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)
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)
 |
 |
 |
 |
Copyright 2013, Herrick, Feinstein LLP. All Rights Reserved. An ICVM Group Site