Ellenoff Grossman & Schole LLP is a New York City-based law firm comprised of more than 35 professionals, offering its clients legal services in a broad range of business related matters. Founded in 1992, the Firm specializes in many areas of commercial law:
Ted Poretz, a member of the Firm, was interviewed on Hispanic Television Network - HITN, about his friend and colleague Sonia Sotomayor. Ted was first acquainted with Ms. Sotomayor when he was an Assistant District Attorney in the City of New York, in Robert Morganthau's office.
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Octavian Global Technologies, Inc. (OTCBB:OCTV), a leading provider of total gaming and lottery solutions, entered into a private placement providing gross proceeds of $4 million and consummated the conversion of $6,491,176 of its outstanding debt into common equity. Austrian Gaming Industries GmbH ("AGI"), Octavian's principal supplier of casino gaming machines, agreed to exchange outstanding accounts payable of $6,491,176 for (a) a Convertible Debenture with a principal amount equal to $6,491,176 convertible at $3.10 per share, (b) 418,786 shares of common stock, (c) five-year Common Stock Purchase Warrants to purchase up to 1,046,964 shares of common stock at an exercise price of $3.10 per share and (d) seven-year Common Stock Purchase Warrants to purchase up to 1,046,964 shares of common stock at an exercise price of $4.65 per share. As a result of the private placement and debt conversion, AGI became the owner of more than a majority of the issued and outstanding Octavian common stock. EG&S acted as counsel to AGI.
As reflected by a recent article in The Real Deal, a New York Real Estate News publication, our litigation department has been very active representing both buyers and sellers in litigations involving residential properties, and have achieved excellent results on behalf of our clients.
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Irwin Weltz, a member of the Firm, was the featured speaker at the Commerical Finance League's bi-annual meeting on the topic "Current financial fraud and the expected regulatory response from the SEC and other bodies."
Douglas S. Ellenoff, a member of the Firm, was invited by SMH Capital to participate in their "Listing Options in Troubled Markets" webinar. The panel consisted of representatives from AMEX, NASDAQ, OTC-QX, and the legal community to discuss the current situation and provide insight into the many alternatives that companies, boards and investors might consider when facing de-listing, going private or going dark.
2008 IPO Leadership
Ellenoff Grossman & Schole LLP was ranked 6th in the country for IPOs (by number of IPO filings).
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We are pleased to announce that Joseph S. Nicotra has joined our Firm's real estate practice group as Partner. He Joins the Firm from Thacher Proffitt & Wood LLP, New York.
Click here to view his Announcement
Irwin Weltz, a member of the Firm, recently resolved an SEC deregistration proceeding on behalf of an issuer (see Securities Exchange Act Release Numbers 59256 and 59257), and a FINRA matter involving financial/operational issues on behalf of a broker-dealer and associated person.
Control Building Services, Inc. and certain of it's affiliated companies, announced the completion of a $20,000,000 line of credit facility with TD Bank, N.A. EG&S represented Control Services.
Douglas S. Ellenoff, a member of the Firm, wrote an article for EQUITIES Magazine on SPAC trust funds and where they stand during these difficult times.
Douglas S. Ellenoff and Stuart Neuhauser, members of the Firm, were invited to speak on a panel regarding SPACs held in Toronto, Canada. The conference, which was sponsored by the law firm Fasken Martineau DuMoulin LLP, brought together investors, investment bankers, advisers as well as senior executives of the Toronto Stock Exchange (TSX), to discuss the recent proposal of the TSX to agree to list SPACs on its exchange. Messrs. Ellenoff and Neuhauser shared with the panel their collective experience of the US SPAC market and the various changes/trends over the last few years.
Douglas S. Ellenoff, a member of the Firm, wrote an article for EQUITIES Magazine on whether a SPAC market still exists.
Barry I. Grossman and Lawrence A. Rosenbloom, members of the Firm, were invited by Merriman Curhan Ford to lead their SPAC panel - "Spacquisition: Latest Trends in Getting Your SPAC Deal Done" at their 5th Annual Investor Summit Conference in San Francisco.
Ellenoff Grossman & Schole LLP is pleased to announce it's participation in EQUITIES Magazine's Third Annual MarketSide Conference on October 10, 2008.
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Douglas S. Ellenoff, a member of the Firm, wrote an article for EQUITIES Magazine on Facilitating a Business Combination.
For more information about the developments and achievements of the Firm's various practice areas, we have put together our Year - To - Date tombstones of the various corporate/securities and Real Estate financings and transactions which have closed during this period.
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The SEC approved the rules proposed by the Nasdaq Stock Market for SPAC listing applications.
Click here to view the our Client Alert on the new rules
Strong Oak, Inc. and a group of investors acquired Taste of Home Entertaining, Inc. from The Readers Digest Association, Inc. (Purchase Price Undisclosed). EG&S acted as counsel to Strong Oak.
PIPEs Scorecard - Industry Rankings for Mid 2008
Douglas S. Ellenoff, a member of the Firm, was quoted in an article titled "European managers tap into Spacs" written in PE News.
Barry I. Grossman, a member of the Firm, was quoted in an article titled "SPACs: Back in the Fast Lane?" written in Corporate Leader Daily.
Bluff Point Associates Corp. and its affiliates acquired a majority interest in Blue Frog Solutions, Inc., underwriters and distributors for the amount of $8,000,000. EG&S acted as counsel to Bluff Point Associates Corp.
Stuart Neuhauser, a member of the Firm, and James J. Mangan, an associate of the Firm, wrote an article for EQUITIES Magazine on Corporate and Private Equity Sponsored SPACs.
We are pleased to announce that Irwin Weltz has joined our Firm's litigation and broker-dealer regulation practice group as Partner. He Joins the Firm from Brunelle, Hadjikow & Weltz, P.C., New York.
We are pleased to announced that Ted Poretz has joined the Firm's litigation and broker-dealer regulation practice group as Partner. He Joins the Firm from Bingham McCutchen LLP, New York.
Douglas S. Ellenoff, a member of the Firm, was invited by Financier Worldwide Magazine to be part of their Alternative Public Offerings Roundtable where questions relating to their recent boom, increasing awareness, possible introduction of SPACs on the NYSE and NASDAQ and regulatory improvements; among other topics were answered.
Ellenoff Grossman & Schole LLP was the premiere sponsor of The SPAC Conference 2008. Hosted by DealFlow Media, the conference offered the largest gathering of investors, bankers and management teams in the market. Barry I. Grossman and Douglas S. Ellenoff, members of the Firm, were invited to participate in the Corporate Sponsored SPACs and Transitioning Shareholders from IPO to Post-Acquisition panels, respectively.
James J. Mangan, an associate of the Firm, wrote and article for EQUITIES Magazine on SPACs and their listing on the NYSE Euronext.
Douglas S. Ellenoff, a member of the Firm, was part of the SPAC panel at The Second Annual Alternative Public Strateties Conference in New York. Panelists weighed in on the resurgence in Special Purpose Acquisition Companies (SPACs), the latest trends, amount of capital raised and the current use of SPACs.
Barry I. Grossman, a member of the Firm, was invited by The Los Angeles Venture Association (LAVA) to speak at their Investement Capital Conference in Los Angeles. Mr. Grossman spoke about the different options in public financing; SPACs, IPOs and APPs, specifically.
Stuart Neuhauser and Brian Lee wrote an article for EQUITIES Magazine on SPACS and their continued surge in popularity.
Conversion Services International, Inc. announced the closing of a revolving line of credit agreement with Access Capital, Inc. The line of credit provides for borrowing of up to $3,500,000. EG&S acted as counsel to the borrower, Conversion Services International, Inc.
2007 SPAC Rankings - Law Firms
In 2007, 66 blank check companies raised $12.1 billion in their public offerings. To date, they have raised $18.84 billion.
EG&S ranked #3 in the country for both issuer and underwriter SPAC financings.
Click here to view rankings
2007 IPO Leadership
Ellenoff Grossman & Schole LLP was ranked 16th out of over 100 law firms who have participated in some form of IPO representation, as either issuer's or underwriters' counsel.
Douglas S. Ellenoff, a member of the Firm, participated in Deal Flow Media's Webinar on SPACs - Modifying the Shareholder Redemption & Proxy Vote Process. The webinar included a discussion of certain provisions in the structuring of SPAC IPOs that limit the number of shares stockholders may redeem. It also addressed the ability of foreign private issuers submitting a proxy statement to shareholders without review by the SEC.
QMotions, Inc. completed its reverse acquisition with Actiga Corporation. Concurrent with the closing, Actiga completed a PIPE of 2,000,000 units at a purchase price per unit of $1.25, resulting in proceeds of $2.5 million. EG&S acted as counsel to QMotions.
The Securities and Exchange Commission has recently broadened the eligibility requirements for "short form" registration of public offerings on Form S-3. This rule change should provide our smaller clients (and the investment banks that cater to them) greater access to the capital markets.
Click here to view our Client Alert on the new rules
Douglas S. Ellenoff and Barry I. Grossman, members of the Firm, were invited by SMH Capital to sponsor the SPAC panel at it's Third Annual Investor Growth Conference.
United Refining Energy Corp. announced the closing of its inital public offering. United Refining sold 45,000,000 units raising $450,000,000. EG&S acted as counsel to United Refining.
The shareholders of Star Maritime Acquisition Corp. and its subsidiary, Star Bulk Carriers Corp. (Nasdaq:SBLK) have approved the acquisition of 8 dry bulk vessels from affiliates of TMT Co. Ltd. for an aggregate purchase price of $345,237,520, consisting of shares of Star Bulk and cash. EG&S acted as securities counsel to the seller, TMT.
IPO Leadership - First Half of 2007
Ellenoff Grossman & Schole LLP was ranked 9th out of 132 law firms who have participated in some form of IPO representation, as either issuer's or underwriters' counsel.
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Seanergy Maritime Corp. announced the closing of the company's initial public offering. Seanergy sold 22,000,000 Units raising $220,000,000. EG&S acted as counsel to the underwriter.
Several members of our Firm were invited to lead the PIPEs panel at the 2007 SEC Conference. They discussed the attractiveness of PIPEs, Rule 415 and recent SEC related issues.
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NASD and NYSE Member Regulation Combine to Form the Financial Industry Regulatory Authority - FINRA
The Financial Industry Regulatory Authority (FINRA) announced that it has commenced operations as the largest non-governmental regulatory organization for securities brokers and dealers doing business in the . FINRA was created through the consolidation of NASD and the member regulation, enforcement and arbitration operations of the New York Stock Exchange. The consolidation, which was announced on Nov. 28, 2006 and approved by the Securities and Exchange Commission on July 26, 2007, became effective July 30, 2007.
FINRA will conduct the regulatory oversight of more than 5,000 securities firms and 666,000 registered representatives. It will be responsible for rule writing, firm examination, enforcement and arbitration and mediation functions, along with all functions that were previously overseen solely by NASD.
Douglas S. Ellenoff, a member of the Firm, spoke at the Pink Sheet's OTCQX conference hosted by Standard's and Poor about a Designated Advisor for Disclosure's (DAD) role in assisting OTCQX issuers deliver Quality Disclosure versus Current Disclosure.
The American Stock Exchange hosted the First Annual SPAC Conference and requested that Douglas S. Ellenoff be the lead panelist-- speaking about the current regulatory trends confronting sponsors and underwriters.
Several members of the Firm met with staff members of the NASD Corporate Finance Department in Washington, D.C. to discuss with them NASD Rules 2710 and 2720 in the context of private placements, PIPEs and resale registration statements.
Please click here to view the Client Alert
The London Stock Exchange's AIM Market announced new rules for Nominated Advisors. See link below for more information:
http://www.londonstockexchange.com/aim/rulechanges2007
Dekania Corp. announced the closing of the company's initial public offering. Dekania sold 9,700,000 units raising $97,000,000.
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