June 10 2019
Richard I. Anslow, a member of the Firm, is a senior corporate and securities attorney whose practice focuses on domestic and international securities, financings, mergers and acquisitions and general corporate representation. His practice encompasses representation of a variety of public and private company issuers, investors and investment banks.
In the securities area, Mr. Anslow has extensive experience in structuring, negotiating and consummating initial and other public offerings, “PIPE” offerings and other public and private corporate financings (including private equity and venture stage), as well as reverse merger transactions, including for domestic and international companies (including Chinese and Canadian companies).
In the corporate area, he represents companies across many industry sectors in mergers and acquisitions, public reporting requirements, corporate governance, Sarbanes-Oxley compliance, corporate formations and corporate restructurings. He also represents companies in their efforts to list or be quoted on United States stock exchanges, including NYSE and NASDAQ, as well as assisting FINRA registered broker-dealers in the Form 15c-211 process to obtain quotations on the Over the Counter Bulletin Board and OTCQX and OTCQB Markets.
Mr. Anslow is a frequent lecturer in the areas of PIPE and other financing transactions, going public through reverse mergers (including reverse mergers with simultaneous financings, known as Alternative Public Offerings) and self filings, and working with Chinese-based public companies. He has also been a frequent contributor to articles included in industry publications such as the Reverse Merger Report and the PIPEs Report.
Prior to joining the Firm, Mr. Anslow was the founder and managing partner of Anslow & Jaclin, LLP for 20 years. Prior to that, he worked as a tax attorney for Ernst & Young (formerly known as Arthur Young & Co.) in New York City. Mr. Anslow is a member of the American Bar Association, New York State Bar Association and New Jersey State Bar Association committees on various areas of securities law.
Mr. Anslow received his J.D. from the Benjamin N. Cardozo School of Law and a Bachelor of Science Degree in Accounting from the State University of New York at Buffalo. He is admitted to practice in New York, New Jersey and the District of Columbia.
June 10 2019
Richard Baumann, a member of the Firm, is a seasoned corporate and securities attorney who represents underwriting and placing banks, securities issuers, shareholders and others in equity and debt capital markets transactions. He also regularly advises on other complex securities, M&A, corporate governance, and general corporate matters, often on a cross-border basis.
For over 25 years, Mr. Baumann has represented global and regional investment banks and securities issuers in equity IPOs, high-yield and investment-grade debt offerings, and other substantial capital markets transactions. For many of those years, Mr. Baumann was based in London, and advised on cross-border transactions originating throughout Europe and in India, China and Africa.
Mr. Baumann’s transactions have involved listings on most of the world’s leading stock exchanges, including the New York Stock Exchange, NASDAQ, the London Stock Exchange (Main Market and AIM), and exchanges in Mumbai, Hong Kong, Frankfurt, Luxembourg and Lima, among others. He has also advised on a substantial number of Rule 144A/Regulation S offerings. Mr. Baumann also counsels clients on secondary market securities transactions, the ongoing public reporting requirements of issuers and shareholders, contested and uncontested proxy and consent solicitation matters, investment company matters, corporate governance requirements, mergers and acquisitions transactions and other public- and private-company matters.
Mr. Baumann practiced for many years at Davis Polk & Wardwell in New York and London. While in London, he was also a partner at Norton Rose (now Norton Rose Fulbright), where he helped establish that firm’s cross-border US securities practice, and a partner at Dorsey & Whitney, where he helped establish that firm’s international securities practice as a market leader in India. Prior to joining the Firm, he was a partner at Morrison Cohen LLP in New York.
Mr. Baumann has a bachelor’s degree from Princeton University’s Woodrow Wilson School of Public & International Affairs and earned his J.D. at NYU Law School.
Rich’s representative transactions include:
• Representing Cowen and Company in multiple transactions in the SPAC markets.
• Privatization of the National Power Grid of India (Deal of the Year award, India Business Law Journal).
• Representing Maxim Group LLC as placement agent in multiple web-based Rule 506(c) offerings and as underwriter in multiple public offerings.
• Representing Fig Publishing, Inc. in multiple offerings of its innovative new security, Fig Game Shares, using Reg A+.
• Comprehensive securities law advice for US public companies (including rights, at-the-market and preferred share offerings, shelf takedowns, ongoing corporate governance matters, and multiple successful proxy contests).
• Partial exit of Citi Venture Capital International from Pesquera Exalmar S.A. as part of that company’s international IPO (nominee, Corporate Finance Deal of the Year, LatinLawyer).
• First successful international Offer for Sale (a new form of offering under India’s securities laws) by the Government of India, selling $1.1 billion of its shares in NMDC, Ltd., the Indian mining company.
• International IPO and Hong Kong Stock Exchange listing of Computime (Best Small-Cap Equity Deal of the Year, FinanceAsia).
• Representing Morgan Stanley in multiple U.S. IPOs of international companies.
• Representing Goldman Sachs in multiple high-yield debt offerings.
• International IPO and London Stock Exchange listing of easyJet plc (European Corporate Finance Deal of the Year, Airfinance/Euromoney) and follow-on offerings by easyJet.
June 10 2019
Andrew Lloyd-John Berg, an associate of the Firm, practices in all areas of corporate and securities law, with a particular focus on mergers and acquisitions, public and private equity finance, securities law compliance and general corporate matters. Mr. Berg has represented clients in various industries, including the financial services, real estate, life sciences, consumer products, security and technology sectors.
Prior to joining the Firm, Mr. Berg was an attorney at the international Am Law 100 firm of Seyfarth Shaw LLP in New York, New York.
Mr. Berg received his Juris Doctor degree from Suffolk University Law School in Boston, Massachusetts and his Bachelor of Science degree in Business Administration from the University of Nebraska in Lincoln, Nebraska. Mr. Berg is admitted to practice law in the States of Massachusetts and New York.
June 10 2019
Zachary D. Blumenthal, a member of the Firm, is a corporate, securities and broker-dealer regulatory attorney. Mr. Blumenthal’s practice focuses on public and private equity and debt finance transactions, securities law compliance, mergers and acquisitions, broker-dealer regulation, and corporate governance. He frequently represents issuers, investors, underwriters, and placement agents in connection with initial and follow-on public offerings and other registered and private offerings of equity and debt securities, including registered direct offerings, CMPOs, at-the-market offerings, public and private equity line transactions, PIPEs, debt-for-equity exchanges, and Rule 144A, Regulation S, and other cross-border securities offerings. Mr. Blumenthal has extensive experience with applicable regulatory authorities, including the SEC, FINRA, and NASDAQ. His practice also includes general corporate transactions and commercial matters.
Prior to joining the firm in 2019, Mr. Blumenthal was a partner at Robinson Brog Leinwand Greene Genovese & Gluck P.C. in New York. Mr. Blumenthal received his J.D. from Hofstra University School of Law, where he was an Editor for the Journal of International Business & Law and authored a published Student Note entitled, The Punishment of All Athletes: The Need for a New World Anti-Doping Code in Sports, 9 J. Int’l Bus. & L. 201 (Spring 2010). He was also a member of the Moot Court Board for the school’s Moot Court Association and served as Secretary for the Sports and Entertainment Law Society. He is admitted to practice law in the State of New York and the State of New Jersey.
June 10 2019
Martin R. Bring, a member of the Firm, represents public and private companies in all aspects of corporate and securities matters. Mr. Bring is engaged in general corporate representation and advises a wide range of private and public companies, both domestic and foreign. Mr. Bring has extensive experience in the areas of corporate finance, private and public offerings (including blind pool offerings or SPACs) of debt and equity securities for U.S. and foreign companies (representing both issuers and underwriters), commercial bank loans (representing both lender and borrowers) and financial restructurings, mergers and acquisitions, SEC reporting matters and other general corporate matters. He has also written and lectured on the topic of Sarbanes-Oxley compliance. Admitted to practice in 1968, Mr. Bring was most recently a senior shareholder and Chairman of the Corporate Group at Anderson Kill & Olick P.C. in New York. Mr. Bring received his law degree from Yale University and a Bachelor of Arts degree from the University of Rochester.
June 10 2019
Robert F. Charron, a member of the Firm, has worked on behalf of investment banks, registered broker-dealers, public companies and both institutional and high net worth individual investors that invest in private and public companies. He specializes in structuring, documenting and servicing PIPE (Private Investment in Public Equity) and equity line of credit type financings for his clients.
Mr. Charron received his law degree from Boston University School of Law and received a B.A. in economics and business administration from the University of New Hampshire.
Prior to law school, Mr. Charron served for two years with the United States Peace Corps in Kenya as a small business advisor and high school teacher. Prior to joining the Firm, he was associated with the law firms of Weinstein Smith LLP, Epstein Becker & Green and Brown Rudnick Freed & Gesmer.
June 10 2019
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 260 registered blind pool offerings (commonly referred to as “SPACs”); In addition to our IPO experience with SPACs, he has been involved with more than 60 SPAC M&A assignments. The Firm represents nearly 70 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.
We are pleased with our positioning at the intersection of being in the game with other AM Law 200 practice groups, providing responsive client service and packaging it all with a very competitive flat fee rate structure.
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 Deloitte to participate in their webcast titled: SPACs–Trends, transaction challenges, and keys to success.
Mr. Ellenoff was invited by Gateway Investor Relations to participate in its SPAC Webinar which brought together experienced leaders in the SPAC asset class to discuss the explosive growth of IPO issuance and other market dynamics.
Mr. Ellenoff testified in front of the House Financial Service Committee on September 11, 2019 at the Investor Protection, Entrepreneurship, and Capital Markets Hearing: “Examining Private Market Exemptions as a Barrier to IPOs and Retail Investment”. Click here to view the video.
Mr. Ellenoff was invited by Practising Law Institute (PLI) to speak at the Alternative Finance Summit 2019: Marketplace Lending, Cryptocurrency and Crowdfunding. Mr. Ellenoff participated in a panel discussion entitled “Special Purpose Acquisition Companies and Closed-End Funds.”
Mr. Ellenoff was invited by Deal Flow Events to open the SPAC Conference 2019 with the keynote address. EGS served as the premier sponsor.
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 S. 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.
Mr. Ellenoff was invited by Practising Law Institute to participate 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.
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.
Mr. Ellenoff was interviewed on the Commercial Real Estate Show. He discussed Real Estate Crowdfunding in 2015.
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.
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.”
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.
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.
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.
June 10 2019
Saul H. Finkelstein, a member of the Firm, represents multi-national financial institutions and other secured lenders, as well as companies in a broad range of industries, in financing and merger and acquisition transactions. In his more than 25 years of practice, he has represented lenders and borrowers in complex debt financings and buyers and sellers of both public and private businesses. He has been the featured speaker at training sessions sponsored by the American Bankers Association and has published in a variety of legal and other periodicals.
Of particular note, Mr. Finkelstein has also worked extensively with private banking institutions, professional sports franchises, players and coaches, principal shareholders of public companies, significant collectors of fine art and media personalities in innovative financing matters.
He has served on the Boards of several start-up companies in the fitness industry and was a member of the Executive Committee of a not-for-profit summer camp in upstate New York.
Mr. Finkelstein received a Bachelor of Arts in economics from Yeshiva University and his Juris Doctor, magna cum laude, from the Benjamin N. Cardozo School of Law where he was an editor of the Law Review. Prior to joining the Firm, he was associated with Weinstein Smith LLP and practiced for 20 years at Paul, Weiss, Rifkind, Wharton & Garrison LLP.
September 20 2019
Thomas M. Fugnitti, an associate of the Firm, focuses his practice on transactional matters with an emphasis on structuring, documenting and servicing registered direct and PIPE financings. He represents investment banks and institutional investors that invest in private and public companies.
Mr. Fugnitti received his J.D. from New York Law School, magna cum laude, and was an affiliate with the Center of Business and Financial Law. He received his B.A. in Political Science with a Pre-Law Concentration from Stockton University.
June 10 2019
Barry I. Grossman, a member of the Firm since its founding in 1992, is a corporate/tax attorney who specializes in business transactions as well as tax matters. Mr. Grossman’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.) as well as general securities (including 34 Act filings) and corporate matters. Mr. Grossman’s transactional experience includes public and private financings, structuring sales and acquisitions of companies, mergers and reorganizations, and organizing partnerships. Mr. Grossman also regularly represents public companies regarding their SEC regulatory matters and NYSE or NASDAQ requirements. As a member of Ellenoff Grossman & Schole LLP, he has been involved in over 300 public financings representing issuers and underwriters. Along with other members of his Firm, Mr. Grossman has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as “SPACs”) which have raised more than $2.0 billion, reverse mergers (for domestic and foreign, mainly Chinese, companies) and over one hundred private placements, many into public companies (commonly referred to as “PIPEs”). In connection with public offerings Mr. Grossman has represented issuers and underwriters in initial public offerings, follow on offerings, registered direct offerings, confidentially marketed public offering, at the market offerings and other debt and equity financings. Along with other members of the firm Mr. Grossman has been counsel to numerous companies involved in M&A transactions including more than 30 SPAC M&A assignments.
Mr. Grossman’s clients include bio-tech companies, medical device companies, software developers, FINRA registered broker/dealers and other companies involved in the financial sector, companies involved in homeland defense, SPACs, mining companies, real estate developers, manufacturing companies, and a number of small businesses. The Firm represents nearly 70 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters and more than 25 investment banks.
Mr. Grossman has represented a broad range of foreign companies including Israeli, Indian and Korean entities with an emphasis on Chinese companies who have listed in the United States. Mr. Grossman has counseled public companies in going dark and/or going private transactions as well as companies preparing for and responding to investigations and litigation resulting from short-selling attacks.
Mr. Grossman has previously been associated with the RTZ Group (which includes Kennecott Copper Corporation and U.S. Borax and Chemical Corporation), an international conglomerate with approximately $8 billion in U.S. assets. He was also previously associated with the New York City law firms of Battle Fowler and Finley, Kumble, Wagner, Heine, Underberg, Manley Myerson & Casey. Mr. Grossman was formerly a member of the advisory board of Wardenclyffe (a venture capital and investment firm). Mr. Grossman received a Juris Doctor degree from Georgetown University Law Center, a Bachelor of Arts degree in Political Science, magna cum laude, from the State University of New York at Albany and an LL.M. degree in taxation from New York University Law School. He is admitted to practice law in the State of New York and before the United States Tax Court and is a member of the New York State Bar Association. Mr. Grossman serves on the Board of Directors of Camp Louemma, a not-for-profit camp, and is a founding member of the University at Albany Lawyer’s Association.
June 10 2019
John J. Hart, a member of the Firm, primarily advises broker-dealer and institutional investor clients on registered and unregistered securities offerings. Mr. Hart has also extensively worked on corporate governance, public and private company representation, and merger and acquisition transactions. He has previously been associated with Weinstein Smith LLP and Moses & Singer LLP.
Mr. Hart received his J.D. from Brooklyn Law School in 2004 and his B.A. in European Studies from Reed College in 1996. He is admitted to practice law in New York and is a member of the New York City Bar.
June 10 2019
Asher S. Levitsky, of counsel to the Firm, is a corporate attorney who’s practice relates primarily to business and corporate law, where he provides legal services and works closely with senior management for a wide range of business transactions including public offerings and private placements, representing underwriters or placement agents, issuers and investors, bridge or interim financings, early stage private financings, including venture capital financings, acquisitions and dispositions of assets including mergers and sales or purchases of assets and going private transactions. Mr. Levitsky has also provided legal services involving licensing agreements relating to intellectual property rights and distribution agreements, and has represented clients in proxy contests for contested director elections. Mr. Levitsky’s clients include companies and investment bankers in the natural resources sector and his services involve agreements such as mineral royalty and purchase agreements as well as financing documents that relate to natural resources companies. Many of his current transactions involve alternate methods of going public including reverse mergers with public shell companied combined with a financing and registration statement.
Prior to joining the Firm, Mr. Levitsky was of counsel at Sichenzia Ross Friedman Ference LLP from June 2006 until February 2011, and for more than 15 years prior to that Mr. Levitsky was of counsel at Katsky Korins.
He graduated from Cornell University, B.A. 1965 and received his J.D. cum laude, order of the coif, from New York University School of Law in 1968.
Mr. Levitsky is a member of the American Bar Association. Mr. Levitsky is admitted in New York, 1968 and to the U.S. Court of Appeals, Second Circuit, U.S. Court of Appeals, District of Columbia Circuit, U. S. District Court, Southern District of N.Y., U.S. District Court, Eastern District of N.Y. and the U.S. Court of International Trade.
June 10 2019
Joseph E. Masiello, an associate of the Firm, focuses his practice on transactional matters with an emphasis on structuring, documenting and servicing registered direct and PIPE financings. He represents investment banks and institutional investors that invest in private and public companies.
Mr. Masiello received his J.D. from Fordham University School of Law, cum laude, in 2015. He received his B.B.A. in Finance, magna cum laude, from Temple University in 2011.
Mr. Masiello is admitted to practice law in New York.
June 10 2019
Matthew B. McCullough, an associate of the Firm, focuses his practice on transactional matters with an emphasis on structuring, documenting and servicing registered direct and PIPE financings. He represents investment banks and institutional investors that invest in private and public companies.
Mr. McCullough received his J.D. from Brooklyn Law School, cum laude, in 2013. He received his BS in Finance, cum laude, from Ramapo College of New Jersey in 2010. Prior to joining the Firm, Matthew worked as an associate for Riveles Wahab LLP.
Mr. McCullough is admitted to practice law in New York.
June 10 2019
Michael Nertney, member of the Firm, focuses his practice on corporate and securities transactional matters with an emphasis on registered direct, underwritten secondary offerings, PIPE financings, mergers and acquisitions and general corporate and securities law counseling for private and public companies. Prior to joining the Firm, he was partner at Weinstein Smith LLP.
Mr. Nertney received his J.D. from Albany Law School of Union University, cum laude, in 1999, where he served as an Article Editor of the Albany Law Journal of Science and Technology. He received his B.S. in Finance from Siena College in 1995. Mr. Nertney is admitted to practice law in New York.
June 10 2019
Stuart Neuhauser, a member of the Firm, is a corporate and securities attorney with a focus on business transactions and corporate financings. Mr. Neuhauser has represented public companies (both domestic and foreign) in connection with their public offerings, PIPE financings, 34 Act reporting requirements, regulatory compliance (including ongoing compliance with the SEC, NYSE, NASDAQ, FINRA and state securities laws) as well as general corporate governance matters. Mr. Neuhauser has also represented investment banking firms in connection with private placements, public offerings and general advisory engagements, and has counseled both public and private companies, investment banking firms and investors regarding joint ventures, corporate restructurings, corporate finance, mergers and acquisitions (including “reverse mergers” and SPAC M&A transactions) and other aspects of corporate and securities matters. Mr. Neuhauser has extensive experience in the public offerings of SPACs (on behalf of issuers and underwriters) and has played an important role in drafting and formulating the structural changes of the new generation of SPACs. Led by Mr. Neuhauser (and other members of the Firm), EG&S has been one of the most active firms in the world in both SPAC IPOs and SPAC M&A transactions. In addition, EG&S has acted as special SPAC counsel in connection with numerous Canadian SPACs. Mr. Neuhauser received a Juris Doctor degree from Benjamin N. Cardozo School of Law, where he was a member of the Cardozo Law Review. He received a Bachelor of Science degree from Adelphi University. He is admitted to practice law in the State of New York.
Recent speaking engagements:
Stuart Neuhauser, Douglas Ellenoff and Matthew Gray; members of the Firm, were invited by Strafford to participate in 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.
June 10 2019
Charles E. Phillips, a member of the Firm, focuses his practice on transactional matters with an emphasis on structuring, documenting and servicing registered direct and PIPE financings. He represents investment banks and institutional investors that invest in private and public companies.
Mr. Phillips received his J.D. from New York Law School in 2007. He received an MBA and MSBM from the University of Maryland in 2004 and his Bachelor of Accountancy from the George Washington University in 2000. Prior to attending graduate school, he worked as an auditor for KPMG LLP. Prior to joining the Firm, Charles worked as an associate for Weinstein Smith LLP.
Mr. Phillips is admitted to practice law in New York.
June 10 2019
Benjamin S. Reichel, a member of the Firm, is a corporate and securities attorney. His practice is focused on securities offerings, mergers and acquisitions, corporate finance and general corporate law. Mr. Reichel’s experience includes representation of issuers, investors, underwriters and placement agents in connection with both public and private offerings of equity and debt securities. In particular, he has experience with initial public offerings, secondary public offerings, SPACs, private placements and PIPE transactions. Mr. Reichel has represented public companies in connection with their ’34 Act reporting requirements, regulatory compliance and general corporate governance matters. He has also counseled both public and private companies regarding mergers and acquisitions (including “reverse mergers”), joint ventures, corporate finance, bank financings, and other aspects of corporate and securities law.
Prior to joining the Firm, Mr. Reichel was a partner at a number of law firms, including Haynes and Boone, LLP and Olshan Frome Wolosky LLP. Mr. Reichel received his law degree from New York University School of Law and received a B.A. in economics and finance from Yeshiva University. He is a member of the American Bar Association and admitted to practice in the State of New York.
June 10 2019
Lawrence A. Rosenbloom, a member of the Firm, is a corporate, securities and broker-dealer attorney who represents clients in all aspects of corporate and commercial law, with a particular focus on public and private equity finance, securities law compliance, mergers and acquisitions and broker-dealer regulation. During his career, he has developed significant experience in the life sciences and real estate sectors (including representations of real estate investment trusts).
Mr. Rosenbloom’s experience includes representation of issuers of securities as well as investors, underwriters and placement agents in connection with both public and private offerings of equity and debt securities. In particular, Mr. Rosenbloom has experience with registered primary and secondary public offerings (including Registered Directs, CMPO Offerings and SPACs) as well as private placement and PIPE transactions and offerings on foreign exchanges, including the AIM market of the London Stock Exchange and Euronext Amsterdam. He also represents many publicly-listed companies in their securities compliance, stock exchange-related and general corporate and commercial matters and has routine interactions with applicable regulatory authorities, including the SEC and FINRA.
In the mergers and acquisitions area, Mr. Rosenbloom has represented both buyers and sellers of businesses in a variety of industry sectors in both public and private transactions. He also regularly advises companies on a wide array of general commercial matters, including joint ventures.
Prior to joining the firm in 2002, Mr. Rosenbloom was associated with the firms of Paul, Hastings, Janofsky & Walker LLP and Battle Fowler LLP in New York. Prior to becoming an attorney, Mr. Rosenbloom worked as an investor relations representative for publicly held companies.
Mr. Rosenbloom received his Juris Doctor degree in 1997 from the Benjamin N. Cardozo School of Law, where he graduated magna cum laude, was elected a member of the Order of the Coif and was a member of, and had his thesis published in, the Cardozo Law Review. Mr. Rosenbloom graduated magna cum laude from the University of Rochester in 1991 with a dual degree in Political Science and American History. He is admitted to practice law in the State of New York.
June 10 2019
Joseph A. Smith, a member of Ellenoff Grossman & Schole LLP, is widely recognized as a leader in the field of Private Investments in Public Equity (PIPEs) and Registered Direct offerings, where he developed and perfected many of the most commonly used transaction structures including the intra-day and overnight shelf takedown, confidentially marketed public offerings (CMPOs), the self-liquidating convertible debenture and the equity line of credit. Mr. Smith’s clients are mainly investment banks and institutional investment funds, where he and his team facilitate approximately 75 financing transactions each year, in real time. He also assists broker-dealers with their regulatory issues. Under Mr. Smith’s leadership, Ellenoff Grossman & Schole has been ranked as the No. 1 legal adviser to placement agents every year since 2003.
Mr. Smith spent two years as a Managing Director and registered principal with Ladenburg Thalmann & Co., Inc., structuring and placing PIPE transactions with the then leading team in that business. Mr. Smith has undergraduate and MBA degrees from University of California, Berkeley and a law degree from UCLA. Mr. Smith is a regular speaker on legal issues relating to the PIPE and RD markets at the PIPEs Conference and other venues.
June 10 2019
Sarah E. Williams, a member of the Firm, is a corporate and securities attorney. Her practice is focused on securities, mergers and acquisitions, finance and general corporate law. She represents foreign and domestic issuers of securities as well as investors, underwriters and placement agents in connection with both public and private offerings of equity and debt securities. Ms. Williams has experience with primary and secondary public offerings (including SPACs) as well as private placements, PIPEs and reverse mergers. In the mergers and acquisitions area, Ms. Williams has represented both buyers and sellers of businesses in a variety of industries. Ms. Williams also provides counsel with respect to ongoing regulatory compliance (including ongoing compliance with the SEC, AMEX, NASDAQ, FINRA and state securities laws and regulations) as well as general corporate governance matters. She also has knowledge and understanding of the JOBS Act and CrowdFunding.
Ms. Williams received a Bachelor of Arts degree from Rutgers University in 1994 and a Juris Doctor from Seton Hall Law School in 1999. While in law school, she served as a student law clerk to the Honorable William G. Bassler of the United States District Court for the District of New Jersey. Ms. Williams is admitted to practice before the State of New York, the State of New Jersey and the U.S. District Court of New Jersey. She is a member of the Association of the Bar of the City of New York, the New York State Bar Association and the American Bar Association.