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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:

Corporate/Securities Broker-Dealer Regulation
Hedge Funds Real Estate
Litigation Tax
Estate Planning  

    News & Events    
April 23, 2008
Douglas S. Ellenoff, a member of the Firm, was invited to speak at Morgan Joseph's Inagural SPAC Conference.  CEOs, hedge funds, private equity firms, and attorneys, among other professional services providers attended the event.  Topics discussed were issues relating to sponsorship, the latest legal matters affecting SPACs, alternatives to issuing a SPAC, advantages and opportunities, strategies for capitalizing on SPACs by private equity firms, trading strategies and new foreign frontiers for SPACs.
April 10, 2008

Stuart Neuhauser and Brian Lee wrote an article for EQUITIES magazine on SPACS and their continued surge in popularity.

Click here to view the article


April 1, 2008
Latis, LLC, a beverage importer, announced a $1,000,000 strategic equity financing.  EG&S acted as counsel to Latis, LLC.
March 31, 2008

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.


March 18, 2008
Barry I. Grossman, a member of the Firm, was invited to be master of ceremonies at Vintage Filings' second SPAC Conference in Boston.  Topics discussed included the state of the SPAC, SPAC vs IPO, Finding Targets and M&A issues.
March 12, 2008
Hambrecht Asia Acquisition Corp. announced the closing of its initial public offering.  Hambrecht Asia sold 4,000,000 units raising gross proceeds of $32,000,000.  EG&S acted as counsel to the underwriters in the offering.
February 28, 2008
Barry I. Grossman, a member of the Firm, was invited to speak at Vintage Filings' SPAC Conference in San Francisco.  More than 200 attorneys, bankers and corporate executives attended the event.  The panel discussed topics ranging from the advantages of SPACs over IPOs, to valuing SPAC stock considerations.

February 19, 2008
Soup Kitchen International, Inc. announced the closing of their Private Placement in the amount of $725,000.  EG&S acted as counsel to the placement agent.
February 19, 2008
Enfield Holding Group, LLC announced the closing of their Private Placement in the amount of $750,000.  EG&S acted as counsel to the placement agent.
February 2, 2008

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


January 31, 2008
Hybrid Dynamics Corporation announced the closing of their Private Placement in the amount of $300,000.  EG&S acted as counsel to the placement agent.
January 18, 2008

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.

Click here to view the rankings


January 17, 2008

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. 


January 14, 2008

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.


January 14, 2008

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


January 11, 2008

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.

Click here for more details


December 17, 2007

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.


December 5, 2007
Camden Learning Corporation announced the closing of its initial public offering.  Camden sold 6,250,000 units raising $52,800,000.  EG&S acted as counsel to Camden.
December 3, 2007

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. 


November 7, 2007
uWink, Inc. (OTCBB:UWKI) announced the closing of a best efforts registered public offering in the amount of $10.4 million.  EG&S acted as counsel to the lead placement agent, Merriman Curhan Ford & Co.
November 1, 2007
Power Efficiency Corporation announced the closing of their private placement in the amount of $5,675,000.  EG&S acted as counsel to Power Efficiency.
November 1, 2007
Control Environmental Services, Inc. has completed the acquisition of substantially all of the assets of Evolved Systems, Inc.  EG&S acted as counsel to Control Environmental.
October 25, 2007

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.

Click here to view the Rankings


October 19, 2007
United Refining Company announced that it has completed the exchange offer of $125,000,000 of registered 101/2% Senior Notes due 2012 for a like amount of its outstanding unregistered 101/2% Senior Noted due 2012, which were issued in a private placement in May 2007.  EG&S acted as counsel to United Refining Company.
October 11, 2007
FMG Acquisition Corp. announced the closing of its initial public offering. FMG sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to FMG.
September 28, 2007

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.


September 18, 2007

Brian C. Daughney, a member of the Firm, was invited to lead the PIPEs panel at the 2007 SEC Conference.  He discussed the attractiveness of PIPEs, Rule 415 and recent SEC related issues.

Click here to view presentation 


September 8, 2007

Douglas S. Ellenoff, a member of the Firm, was quoted in the Chicago Tribune in an article about SPACs and their recent popularity.

Click here to view the article.


August 3, 2007
Healthcare Acquisition Corp. consummated a merger with PharmAthene, Inc.  The transaction was valued at approximately $87,500,000.  Immediately following the Merger, Healthcare Acquisition changed its name to PharmAthene, Inc.  EG&S acted as counsel to Healthcare Acquision.
July 30, 2007

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.


July 26, 2007

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.


July 26, 2007
Barry I. Grossman, a member of the Firm, spoke at the Global Chinese Financial Forum (GCFF) - Shanghai Conference.  He led the panel on Alternative Financings - SPACs and PIPEs from a legal perspective.  There were over 150 Chinese private companies, 100 overseas financial service providers, and more than 2,200 individual delegates at the conference.
July 1, 2007
Control Environmental Services, Inc. announced the sale and disposition of substantially all of its assets to Brickman Group, Ltd.  The transaction was valued at $5,150,000.  EG&S acted as counsel to Control Environmental.
June 20, 2007

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.


June 8, 2007
Response Genetics announced the closing of its sale of 3,000,000 shares of common stock in an Initial Public Offering raising $21,000,000. EG&S acted as counsel to Maxim, the underwriter.
June 6, 2007
Duluth Metals Limited announced the closing of their Private Placement in the amount of $14,504,600. EG&S acted as counsel to the placement agent.
May 30, 2007
Vantage Energy Services, Inc. announced the closing of the company's initial public offering. Vantage sold 30,000,000 Units raising $240,000,000. EG&S acted as counsel to Vantage.
May 30, 2007
TransTech Services Partners Inc. announced the closing of the company's initial public offering. TransTech sold 8,000,000 Units raising $36,000,000. EG&S acted as counsel to the underwriters.
May 30, 2007
HD Partners Acquisition Corporation and the National Hot Rod Association ("NHRA"), the world's preeminent drag racing organization, today announced the signing of a definitive agreement under which HD Partners will acquire all of NHRA's professional racing assets, including the NHRA POWERade Drag Racing series, together with a broad set of rights to commercialize the NHRA brand. EG&S is securities counsel to HD Partners.
May 22, 2007
MG Colorado Holdings, Inc. completed its acquisition of Series C Convertible Preferred Stock of Prima Capital Holding Inc. The transaction was valued at $6,000,000. EG&S acted as counsel to MG Colorado Holdings, Inc.
May 21, 2007
Eden L. Rohrer participated in the 4th Annual Broker/Dealer Forum on Resolving Customer Claims, Business Defenses and Advocacy Tactics in Arbitration and Mediation, sponsored by the American Conference Institute (ACI). Ms. Rohrer spoke on the Preventing and Responding to Claims of Unsuitability and Unauthorized Trading panel.
May 21, 2007
Boulder Specialty Brands announced the consummation of its acquisition of GFA Holdings/Smart Balance in a transaction valued in excess of $465,000,000. As part of the transaction, Boulder completed a simultaneous PIPE (consisting of a Common Stock and Preferred Stock Component) in the amount of $245,000,000. EG&S acted as co-counsel to Boulder.
May 1, 2007
Accurel, a subsidiary of Implant Sciences sold its assets for approximately $13M. We represented the seller and continue to represent Implant Sciences.
April 25, 2007
Pinpoint Advance Corp. announced the closing of the Company's initial public offering. PinPoint sold 2,500,000 Units raising $25,000,000.  EG&S acted as counsel to Pinpoint.
April 23, 2007
EG&S successfully closed the sale of a portfolio of 28 multi-family residential properties located in the Bronx, Brooklyn and Manhattan. The total purchase price for the portfolio was $124.92M. EG&S represented the Seller in the transaction.
April 23, 2007
Members of the Firm, Douglas S. Ellenoff and Brian Daughney, were requested by Citigroup Capital Strategies to lead a panel discussion on "Centers of Influence: How To Build A Two Way Street", which focused on the activity in the PIPEs market.
April 11, 2007
Acorn Factor, Inc. announced the closing of their PIPE deal in the amount of $6,900,000. EG&S acted as counsel to the placement agent.
April 5, 2007
Network Foundation LLC announced the closing of their Private Placement in the amount of $5,225,000. EG&S acted as counsel to the placement agent.
April 3, 2007
Titanium Group Limited announced the closing of their PIPE deal in the amount of $1,450,000. EG&S acted as counsel to the placement agent.
March 28, 2007
Alpha Security Group Corporation announced the closing of the Company's initial public offering of 6,000,000 units. The transaction was valued at $60,000,000. EG&S acted as counsel to the underwriter.
March 13, 2007

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


February 28, 2007
Chinese Paper products maker Dragon International (DRGG.OB) raised $1.5 million in a private sale of common stock to nine institutional investors for nine cents a share.
February 20, 2007

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


February 7, 2007

Dekania Corp. announced the closing of the company's initial public offering.  Dekania sold 9,700,000 units raising $97,000,000.


January 29, 2007
ChinaGrowth North Acquisition Corporation announced the closing of the Company's initial public offering.  ChinaGrowth North sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.
January 29, 2007
ChinaGrowth South Acquisition Corporation announced the closing of the Company's initial public offering.  ChinaGrowth South sold 4,500,000 Units raising $36,000,000. EG&S acted as counsel to the underwriter.
January 26, 2007
Pace Health Management Systems, Inc., an Iowa corporation which currently trades its common stock on the NASD Over-the-Counter Bulletin Board under the symbol "PCES", announced the closing of the Company's private placement of units valued at $15,000,000. Additionally, the Company announced the acquisition of ConMed, Inc., a Maryland corporation which provides medical services to county detention facilities. EG&S acted as counsel to Pace.
January 23, 2007
Integrated Brands, Inc. and Eskimo Pie Corporation sold certain of their assets, and assigned certain of their liabilities, to Dreyer’s Grand Ice Cream, Inc. The purchase price for the transaction was approximately $19 million. EG&S acted as counsel to the sellers.
January 22, 2007
Healthcare Acquisition Corporation announced the acquisition of PharmAthene in a transaction valued at $115,000,000.
EG&S acted as counsel to Healthcare Acquisition.

January 12, 2007
Star Maritime Acquisition Corporation agreed to purchase eight drybulk carriers from affiliates of TMT Co., Ltd. in a transaction valued at $342.5 million.  EG&S acted as special securities counsel to TMT, the seller.
January 11, 2007
Asahi Tec Corp. closed the acquisition of Metaldyne Corp. in a transaction valued at $1,200,000,000.  EG&S acted as counsel to Heartland Industrial Partnerrs, Metaldyne Corp.'s largest stockholder.