News & Events

  • October 12, 2010

    Douglas S. Ellenoff and Stuart Neuhauser, both partners of the Firm, led a SPAC Panel that was hosted by the NYSE Euronext.  Also on the panel were Robert Wotczak - NYSE Euronext; Mark Klein - 57th Street; Tina Pappas - Morgan Joseph, Steve Kaplan - Ladenburg Thalmann and John Shaw - Deutsche Bank. The panel discussed the status of the SPAC market, recent structural changes, including the legal impact of the tender offer rules as an alternative to the traditional proxy regime, sponsor ownership, warrant pricing and a look into the impact on foreign private issuer SPACs. 

  • October 07, 2010

    SKIL Ports & Logistics Limited, a new holding company established to develop, own and operate port and logistics facilities in India, raised £76 million (approximately $120 million) in an offering that listed on the AIM Market of the London Stock Exchange on October 7, 2010.  EG&S acted as counsel to Dahlman Rose & Company, LLC, the exclusive U.S. placement agent for the offering. 

  • October 06, 2010

    Compass Acquisition Corporation announced the closing of their PIPE deal for gross proceeds of $9,600,000.  EG&S acted as counsel to the company.

  • October 05, 2010

    Peter J. Guy, Of Counsel to the Firm, recently gave an online presentation on the basics of tax-free corporate acquisitions.

    Click here to view the presentation

  • October 01, 2010

    Tax Alert:  Clients that are investors in or utilitzing a limited partnership, limited liabiltiy partnership or limited liability company need to be aware of an alarming tax case involving unpaid New York sales taxand the potential liability to all of the partners or members-- not just the managing partner.  In this specific case, the New York State Division of Taxation successfully claimed that an investor can be held personally liable for unpaid sales taxes owed by such an entity merely by being a member.  Under the reasoning of this decision, investorsmay be saddled with unexpected liabilities well in excess of the amount they investedregardless of any actual active involvement that they may have in the management or affairs of the entities' operations.  A link to our Client Alert describing this issue in more detail can be found here.   

  • September 28, 2010

    Dipexium Pharmaceuticals LLC, a New York-based emerging biotechnology company, completed a first round venture capital raise of $1.42 million of its Series A Units and warrants.  EG&S acted as counsel to Dipexium. 

  • September 15, 2010

    ContraFect Corporation, a New York-based early stage biotechnology company completed the private placement of $12 Million of its Series B Convertible Preferred Stock. EG&S acted as counsel to the placement agent.  

  • August 24, 2010

    Capital Gold Corporation ("Capital Gold'), a NYSE-AMEX and TSX listed Delaware corporation with gold mining operations in Mexico, and Nayarit Gold Inc. ("Nayarit"), a TSX listed Canadian corporation with gold mining assets in Mexico, are pleased to announce the completion of their previously announced business combination transaction, pursuant to which Nayarit became a wholly owned subsidiary of Capital Gold.  EG&S was counsel to Capital Gold and continues to act as counsel to the surviving company.

  • August 18, 2010

    Ellenoff Grossman & Schole LLP acted as counsel to a Connecticut limited liability company valued at more than $165 million, in connection with the simultaneous closing of a $3 million lending facility to the company and aggregate of $4.5 million in follow-on equity investments in the company.

  • July 19, 2010

    Judge Christina A. Snyder of the United States District Court for the Central District of Los Angeles granted the firm's motion to dismiss the complaint in the action entitled Teledyne Scientific & Imaging, LLC v. Qioptiq Limited, 2:10-cv-02431, on grounds of forum non conveniens.  Plaintiff, a California company, brought an action for declaratory judgment to resolve whether certain technology recently developed by Qioptiq is within the scope of a licensing agreement between the parties.  Members of the Firm Adrienne Ward and Ted Poretz, with the assistance of Associate Holly Froum, successfully argued that England was an adequate forum and that, notwithstanding that Plaintiff had sued in its home state, the balance of public and private factors favored litigating in England.  Of these factors, the Court deemed it most significant that the primary sources of evidence relevant to the request for declaratory relief, including most fact witnesses, were in the United Kingdom, where Qioptiq developed the technology.

  • July 12, 2010

    "Search" funds, small pools of money that seek to buy and manage small companies, are drawing a record number of would-be entrepreneurs and a new crop of investors, though they have realized few successes. Roughly 50 search funds were launched in the last three years, with each consecutive year marking a new high, according to a study to be released Monday by Stanford University, where.....

  • July 06, 2010

    Ellenoff Grossman & Schole LLP was recognized by Chambers USA in its 2010 edition as a highly regarded law firm.  Chambers USA ranks the leading firms and lawyers in an extensive range of practice areas throughout America. The research is in-depth and client focused and the guide is read by industry-leading companies and organizations throughout the US and worldwide. 

    "A boutique that does really well in its specialist areas.  We have good access to the senior partners, and the team has the same level of knowledge as some big New York firms, but with the client care and personal touch of a smaller firm."

    <i>Chambers USA: America's Leading Lawyers for Business</i> (2010), 16 Areas of Practice Recognized and 37 Lawyers Ranked

  • July 06, 2010

    2010 PIPE Market Leadership

    Ellenoff Grossman & Schole LLP was ranked 14th in the country for PIPE Transactions (by number of deals).

    Click here to view the rankings

  • June 29, 2010

    Arrhythmia Research Technology, Inc. (NYSE AMEX: HRT) announced the completion of its acquisition of RMDDx Corporation.  Arrhythmia Research Technology is engaged in the development of medical software used to detect heart arrhythmias.  RMDDx, a Prince Edward Island, Canada Corporation, was formed to develop and commercialize medical devices, medical information technology, medical diagnostics, and remote patient monitoring.  EG&S acted as counsel to Arrhythmia Research Technology.

  • June 22, 2010

    1501 Pitkin Owners, LLC has entered into a lease with Brownsville Ascend Charter School for premises to be operated as a Charter School in the building formerly occupied by the Loew's Pitkin Theater in Brooklyn, New York.  EG&S acted as counsel to the Landlord.

    Click here to read article

  • June 22, 2010

    Vringo, Inc. announced the closing of its initial public offering in the amount of $11,003,200.  EG&S acted as counsel to Vringo and continues to represent the company.

  • June 16, 2010

    Peter J. Guy, Of-Counsel to the Firm, led a webinar on compensation tax law issues for investors and managers of private investement funds.

    Click here to view the presentation

  • June 10, 2010

    Advanced Accelerator Applications, SA announced the completion of its acquisition of BioSynthema, Inc.  Advanced Accelerator is a French pharmaceutical company and BioSynthema is a biotechnology company.  EG&S acted as counsel to Advanced Accelerator.

  • June 08, 2010

    In a significant decision for entities that litigate internationally, the New York State Court of Appeals affirmed the judgment entered on behalf of the firm's client John Galliano, S.A., the noted fashion designer.  Galliano had previously obtained a judgment by default in the Commercial Court of Paris, France, against the United States manufacturer of the Galliano fur collection.  In affirming Galliano's right to enforce the French judgment, the Court of Appeals ruled for the first time that the Hague Convention did not require translation of foreign judicial documents and that, because the defendant had agreed to a foreign forum, the question of notice was ordinarily for the foreign court to decide.  Ted Poretz of the firm argued the case before the Court of Appeals, with assistance from partner Gabriel Mendelberg and associate Holly Froum.

  • June 03, 2010

    Beijing Tsingda Century Investment Consultant of Education Co. Ltd., an education company based in Hebei Province, China, announced the completion of their reverse merger/share exchange with shell company Compass Acquisition Corp.  EG&S acted as counsel to Compass Acquisition Corp.

  • June 03, 2010

    Recovery Energy, Inc. has announced the completion of their registered direct offering of common stock in the amount of $23,851,800.  EG&S acted as counsel to the placement agent.*

     

    *Transaction was closed while members of the Firm were with Weinstein Smith LLP.

  • May 20, 2010

    57th Street General Acquisition Corp. (OTCBB:SQTCU) announced the closing of its initial public offering in the amount of $50,000,000.  57th Street is the first and only SPAC initial public offering to price in 2010.  EG&S acted as counsel to 57th Street.

  • May 10, 2010

    Star Gas Partners, L.P., the largest U.S. distributor of home heating oil, announced the acquisition of Champion Energy Corporation for $61.5 million.  EG&S represented the Selling Shareholders in this transaction.

  • April 29, 2010

    SOKO Fitness & Spa Group, Inc. (OTCBB:SOKF), an operator of fitness centers, beauty salons and spas in Northeast China as well as suburban Beijing, announced the completion of a non-brokered private placement of 3,125,000 shares of common stock, yielding gross proceeds of $10 million to SOKO.  The offering was made to select institutional and accredited investors.  EG&S acted as counsel to SOKO. 

  • April 28, 2010

    Nile Therapeutics, Inc. (Nasdaq:NLTX,NLTXW), a company focused on the development of novel therapeutics for heart failure patients, announced the closing of a follow on underwritten public offering of 6,500,000 units consisting of 6,500,000 shares of common stock and publicly traded warrants to purchase 1,950,000 shares of common stock.  Maxim Group LLC acted as representative of the underwriters.  EG&S acted as counsel to the underwriters.