Douglas S. Ellenoff
Douglas S. Ellenoff, a member of the Firm since its founding in 1992, is a corporate and securities attorney with a focus in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.
In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, hundreds of private placements into public companies (see PIPEs and Venture Capital), representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs"); In addition to our IPO experience with SPACs, he has been involved with more than 30 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.
Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ. Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.
Like the other innovative securities programs, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. The Firm actively participates in many discussions with the SEC and FINRA with respect to the proposed rules which went into effect May 16, 2016. The Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic (see below). The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).
Supplementing his practice of law, Mr. Ellenoff has always maintained an active investing profile. Mr. Ellenoff founded Wardenclyffe, an investment management business, in 1995, which is no longer in business. Wardenclyffe was the general partner of: (i) a long/short high yield bond fund (the Wardenclyffe High Yield Fund, L.P.), (ii) a micro-cap hedge fund (Wardenclyffe Micro-Cap Fund, L.P.), which specialized in emerging growth companies and (iii) a fully invested venture capital fund (Wardenclyffe Venture Partners I, L.P.). While attending law school, Mr. Ellenoff worked for Seligman, Harris & Co., Inc., a New York Stock Exchange broker-dealer as an intern analyst of special situations. Mr. Ellenoff's ancillary business and investing activities provide him with practical experience that enables him to more effectively represent and advise his law clients.
Mr. Ellenoff is also a co-founder, managing member of and indirect owner of iDisclose, which is an ancillary business of the Firm.
Mr. Ellenoff is admitted to practice law in the State of New York and before the United States District Court for the Southern District of New York. Mr. Ellenoff received a Juris Doctor degree from Fordham Law School and a Bachelor of Arts degree in Political Science from Vassar College.
Past speaking engagements:
Mr. Ellenoff was invited by The American Bar Association to moderate a panel on “Initial Coin Offerings – What Practitioners Should Know”. Initial coin offerings, or ICOs, are a form of cryptocurrency used as an alternative means of financing a business. The worldwide market for ICOs has exploded over the past twelve months, with in excess of billions of dollars having been invested in ICOs.
Douglas Ellenoff, Stuart Neuhauser and Matthew Gray; members of the Firm, were invited by Strafford to participate on a Webinar titled:Special Purpose Acquisition Companies: Structuring IPOS and Facilitating Future Mergers and Acquisitions. The panel discussed the disclosure and operational requirements particular to SPACs, the timing and valuation parameters relating to SPAC target acquisitions and issues that may arise in a SPAC’s initial business combination. The panel also discussed the typical pricing of SPAC securities and trust accounts.Click here to view the Strafford presentation.
Mr. Ellenoff was invited by Practising Law Institute to particpate in their Marketplace Lending and Crowdfunding 2017 Conference in NY. Mr. Ellenoff was on the panel titled: Update from Washington and State Houses: Developments in Crowdfunding and Alternative Finance.
Mr. Ellenoff was invited by the Utah Chapter of the Federal Bar Association to attend the “Crowdfunding under the JOBS Act; Avenues for Raising Capital and the Rules that Apply” and to be on the panel “Considerations for Issuers - Key Issues in the Crowdfunding Rules.”
Mr. Ellenoff was invited by the Global Crowdfunding Convention to participate as a keynote speaker at their 5th annual event in Las Vegas held on October 16th.
Mr. Ellenoff was invited by DealFlow Events to speak at The Crowdfunding Conference 2016 on October 6th. He spoke on the panel entitled "Overview of Key Changes in Private Capital Formation”.
On May 16, 2016 Title III of the JOBS Act officially went into effect. Mr. Ellenoff was invited by Crowdfund Intermediary Regulatory Advocates (CFIRA) among those policymakers, regulators, crowdfunding industry participants and other key leaders who have made the democratization of capital a reality to help celebrate that momentous day. Mr. Ellenoff was awarded the New Capital Markets Leadership Award for his four year effort.
Mr. Ellenoff was invited by 36/86 to participate in their annual event in Nashville, TN. Mr. Ellenoff was part of the panel titled: Equity Crowdfunding.
Mr. Ellenoff was invited by FINRA (Financial Industry Regulatory Authority) to speak at their 2016 Annual Conference. He spoke on the panel titled "JOBS Act Update: Crowdfunding and Other Private Offerings."
Mr. Ellenoff was a keynote speaker at FundIt's Crowdfunding Compliance Marketing and Technology Conference in Las Vegas April 2016. Mr. Ellenoff also spoke on a panel titled "Regulatory Environment for People Using JOBS Act Exemptions."
Mr. Ellenoff was invited by The Utah Small Business Development Center Network (SBDC) to participate in their Crowdfunding Conference in Utah April 2016. Mr. Ellenoff spoke on the panel titled "Equity/Investment-based Panel – Title III Crowdfunding: Crowdfunding for Non-accredited Investors (i.e., all Americans)"
Mr. Ellenoff was invited by The Silicon Valley Crowdfunding Conference to deliver the keynote speech at their 2016 Annual Crowdfund Expo & Conference in March.
Mr. Ellenoff received CfPA’s 2015 Inaugural Crowd-Defender Award at their Third Annual Crowdfunding Summit in Washington D.C.
Mr. Ellenoff was invitd by the Zahn Innovation Center to participate on their panel titled: Alternative Ways To Raise Capital. The panel discussed how enterprises can finance their companies using alternative funding mechanism such as rewards, donation, and crowdfunding. Click here to view a video of the panel.
Mr. Ellenoff was invited by the Milken Institute to participate in a roundtable on "The JOBS Act: Where Are We, What Should We Focus on Next?"
Mr. Ellenoff was invited by The Organization of American States to participate in their First Global Regulatory Forum in Washington D.C. Mr. Ellenoff's panel was titled: What could go Wrong? How to Prevent Over/Under Regulation.
House Democratic Whip Steny H. Hoyer (MD) held the second hearing in a series of hearings called “Make It In America: What’s Next?” After five years and 16 bills signed into law, and facing a different economic landscape today, the hearing series explored how the economy has, and hasn’t, changed, and what families and businesses need in 2015 to Make It In America. Douglas Ellenoff, a member of the Firm, was invited to testify as an expert in the economic sector. Click here to view the hearing.
Mr. Ellenoff gave the keynote speech at the CrowdFunding USA 2015 National Press Club in Washington DC. Click here to see the speech.
Mr. Ellenoff was interviewed on the Commercial Real Estate Show. He discussed Real Estate Crowdfunding in 2015. Click here to listen to the interview.
Mr. Ellenoff attended the 3rd Global Crowdfunding Convention in Las Vegas where he received the Crowdfunding Visionary Award.
Mr. Ellenoff was interviewed on the Commercial Real Estate Show. He discussed Crowdfunding for Investors and Sponsors. Click here to listen to the interview.
Mr. Ellenoff was invited by ULI (Urban Land Institute) to moderate a panel at their ULI 2014 Fall Meeting. The panel was titled "Is Crowdfunding Becoming Crowded?"
Mr. Ellenoff was invited by Disrupt CRE (a first-of-its-kind commercial real estate / technology event designed to connect disruptive ideas with capital and commercial real estate professionals) to participate in the panel titled "Crowdfunding: A Tectonic Shift in Real Estate Investing." Click here to see a video of Mr. Ellenoff at the conference.
Mr. Ellenoff met with the Securities and Exchange Commission of Thailand and the Stock Exchange to discuss Crowdfunding, the JOBS Act and how to implement a Thai approach.
Mr. Ellenoff attended Crowdfunding Asia and participated on several panel discussions. Click here to view an interview with Mr. Ellenoff at the event.
Mr. Ellenoff met with Monetary Authority of Singapore and Spring to discuss Crowdfunding, the JOBS Act and how to implement a Singaporean approach.
Mr. Ellenoff met with Ontario Securities Commission to discuss Crowdfunding, the JOBS Act and how to implement a Canadian approach.
Mr. Ellenoff was invited by the SEC to speak at a Business Forum on Small Business Capital Formation. Click here to view his presentation (fast forward to 2:28 and 30 seconds)
Mr. Ellenoff was invited by FINRA to speak at their 2013 annual conference in Washington D.C. Mr. Ellenoff spoke on the JOBS Act and the regulatory and compliance developments related to the JOBS Act.
Mr. Ellenoff was invited by the Office of U.S. Senator Michael Bennet to participate in a Crowdfunding Forum at Colorado State University. Mr. Ellenoff gave the Crowdfunding Rules Overview.
Mr. Ellenoff was invited by Business Law Section and the International Section of the New York State Bar Association (NYSBA) to speak at a Webcast titled: The SEC’S Crowdfunding Proposal– A Preliminary Look.
Mr. Ellenoff was invited to speak a the 2014 SXSW festival in Austin, Texas. His panel was titled: The New Era of Investor Relations.
Mr. Ellenoff was invited to speak at the NSF 2014 SBIR/STTR Phase II Grantees Conference in Baltimore. His panel was titled Crowd-funding for Early Stage Technology Companies: Mini-lectures and Panel Discussion.
Mr. Ellenoff was invited by Trueventus in Malaysia to speak on Crowdfunding and SPACs. His panels were titled: Crowdfunding of Securities - the international capital formation movement and The future outlook of Special Purpose Acquisition Company (SPACs) as a new and unique investment opportunity in Asia.
Mr. Ellenoff met with representatives of MAS (Monetary Authority of Singapore) as well as IDA (Infocomm Development Authority of Singapore) and SPRING (The Standards, Productivity and Innovation Board) to discuss the possibilities of Crowdfunding in Singapore. While in Singapore, he also discussed the applicability of Crowdfunding with the emerging hydropreneur community.
Mr. Ellenoff was invited to speak at the Second Annual Silicon Valley Meets Crowdfunders Conference. He delivered the keynote speech. Click here to view it (fast forward to 20:28).
Mr. Ellenoff was invited to speak at the Rotman Capital Markets Institute Panel Discussion on Crowdfunding. The panel discussed debt and equity crowdfunding in the Canadian capital markets; as well as capital formation, regulatory issues, investor protection and social welfare.
Mr. Ellenoff was invited by Harvard Business School Association of Boston to participate in their HBSAB 2013 New Venture Program (NVP) to discuss the viability of the emerging crowdfunding industry.
Mr. Ellenoff was invited by The White House to attend a Champions of Change Ceremony at the White House. This Champions event honored entrepreneurs who exemplify the promise of crowdfunding to fuel the growth of startups, small businesses, and innovate projects across the nation.
Mr. Ellenoff was invited to speak at the State of Equity-Based Crowdfunding press conference at the National Press Club in Washington, D.C. The members of the Crowdfunding Professional Association who spoke at the event went on to meet with lawmakers and the press at Capitol Hill for an informational luncheon. Leaders of the venture and Crowdfunding community pushed for immediate action on fulfilling the promises made in last year’s Jump Start Our Businesses Startups Act (JOBS Act) to make equity- and debt-based Crowdfunding a reality in the U.S.
Mr. Ellenoff was invited to sponsor and deliver the opening keynote address at this year's Crowdfund Global Expo in San Diego. Designed to be the premier networking and educational event of 2014, Crowdfund Global Expo delved through the complex layers of this rapidly expanding market and covered every aspect of the funding revolution.
Mr. Ellenoff was invited by New York Law School to be part of their Forum: Real Estate Finance 2014: Hot Topics in Crowdfunding & EB-5 Investments.
Mr. Ellenoff was invited to speak at Aspen Investment Forum 2014 in Aspen, Colorado. He spoke on two panels: "Pros and Cons of Equity Crowdfunding for Investors" and "Misconceptions of CrowdFunding- What it is and isn't."
Mr. Ellenoff was a panelist at CrowdFinance 2013: REdefining Wall Street with Crowdfinance. He spoke on the panel titled "Advertising Under a New Regulatory Umbrella."
Mr. Ellenoff was invited to be a panelist at the Public Policy Forum on Venture Capital and Innovation (“PPF”) in Quebec City. The panel was titled “Crowd funding: potential impacts on the financing of high growth SMEs – Opportunities, Risks and challenges for policy makers”.
Mr. Ellenoff was interviewed by Devin Thorpe with Crowdcast for a Crowdfund update. View interview here.
Douglas S. Ellenoff was invited to sponsor and participate in the 2nd Annual Global Crowdfunding Convention and Bootcamp in Las Vegas, NV. This convention, like no other, offered entrepreneurs and small business owners from across all industries a place to learn the necessary skills and knowledge to launch a successful crowdfunding campaign from the world's leading experts. Mr. Ellenoff participated in several panels: Equity Crowdfunding; The Role of Social Media and Investor Protection; Changes to Rule 506 of Regulation D; and the fear of fraud.
Douglas S. Ellenoff was invited by The University of California, Berkeley, to participate in an international academic conference on crowdfunding titled "Crowdfunding; Setting the Research Agenda." UC researchers are interested in crowdfunding — particularly in the wake of the federal Jumpstart Our Business Start-ups Act, which relaxed some rules on how companies can ask for equity investments. Richard Swart, who leads crowdfunding research at Cal’s Fung Institute for Engineering Leadership, which is hosting the symposium, said part of the focus on the conference will be on “mechanisms to protect new investors.”
Mr. Ellenoff was invited to speak at the Government-Business Forum on Small Business Capital Formation at the SEC. Mr. Ellenoff participated in the panel titled: Crystal Ball: Now That You Raised the Money, What’s Next for the Company and the Markets?
Participated in "Crowdfund Texas: Impact of the JOBS Act on Texas Investors and Start-ups" in Austin, Texas. It was a premiere industry conference that brought together Texas investors, start-ups, incubators, accelerators, and academic leaders in entrepreneurship for an intensive day of interactive educational sessions from leading thought leaders. Mr. Ellenoff was invited to speak on several panels as well as one exclusively for the media.
Participated in “The Crowdfund Act – Framing the new regulatory landscape Symposium” sponsored in Washington by the Crowdfund Intermediary Regulatory Advocates (CFIRA). Mr. Ellenoff spoke on two different panels: The Mechanics of a Crowdfund Offering and Reaching the Crowd.
Attended the first national conference endorsed by the Crowdfunding Professional Association (CfPA), held at the University of Utah Guest House and Conference Center. Mr. Ellenoff was the keynote speaker at the conference.
Was interviewed by Brett Johnson with One Med Place on CrowdFunding.
Participated in an invitation only JOBS Act Roundtable at New York University.
Mr. Ellenoff spoke at New York's first Crowdfunding 101 Workshop. He spoke about the firm's role in the process that generated the JOBS Act, our current activity in assisting with the SEC's rule-making process and the current & future legal issues that will affect crowdfunding platforms planning to present equity-based crowdfunding solutions for small businesses.
Ellenoff Grossman & Schole LLP was the premier sponsor at Deal Flow Media's CrowdFunding Conference, in New York City. Mr. Ellenoff opened the conference with his keynote address focusing on the outlook of the CrowdFunding Market.
Attended meetings between several department heads of the SEC and the crowdfunding industry, including the The National Crowdfunding Association (NLCFA).
Participated in Washington DC's first national crowdfunding conference. CrowdCheck hosted experts from the US Small Business Administration, Capitol Hill, think tanks, startups and the securities industry at the conference, entitled "The Wisdom of the Crowd." Mr. Ellenoff spoke on fraud prevention for crowdfunding.
Mr. Ellenoff was invited by the Inter American Development Bank and Multilateral Investment Fund to participate in their workshop “Crowdfunding: Financing Ideas, Entrepreneurs and Institutions The Market in Latin America and the Caribbean.” Mr. Ellenoff was part of two different panels: Discussion of Regulatory Aspects and Business Models Emerging due to the JOBS Act and Crowdfunding with Financial Returns.