June 10 2019
Joan Adler, a member of the Firm, specializes in state blue sky laws and broker dealer regulation. She has worked with public and private companies as well as underwriters and placement agents on state law exemptions and registration for initial, secondary and private offerings. Her broker dealer practice runs the gamut from initial through continuing membership and a wide range of compliance issues, including corporate financing compensation, Regulation M, research, communications and social media, Rule 15a-6 chaperone arrangements, unregistered finders, and unregistered crowdfinance platforms. Ms. Adler has shepherded many firms through the broker dealer membership process. In addition, she has advised investment advisors on exemptions and registration on both the federal and state levels. She has participated on several FINRA panels and provided guidance to for the New Membership Application Program, Rule 5110 corporate financing issues, revamping the Public Offering System electronic filing process, and rules for funding portal membership and regulation. Ms. Adler works on a variety of initiatives to support the firm’s transactional business for traditional and emerging capital markets issues (including blockchain and secondary trading concerns).
Ms. Adler is admitted to practice in the state of New York and is a member of the American Bar Association subcommittees for the State Regulation of Securities Laws, FINRA Corporate Financing Rules, Broker-Dealers and Investment Advisers and Private Placement Broker Dealers. She received her JD from Washington College of Law at American University where she was a member of the Law Review and her BA in Communications from Queens College.
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
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
Tamar Donikyan, a member of the Firm, practices corporate and securities law, with an emphasis on the representation of publicly-traded companies, the formation, financing and general representation of emerging growth companies and the representation of issuers, investors and investment bankers in transactions that raise capital through the public and private equity and debt markets. Ms. Donikyan has counseled public and private company clients in a range of corporate and securities matters, including initial and follow-on public offerings of equity and debt, mergers and acquisitions, venture financings, SEC reporting and compliance and corporate governance. For many clients, Ms. Donikyan acts as “outside general counsel,” and has advised public companies and their boards on complex decisions as they balance best practices in corporate governance with attaining business goals and protecting shareholder value. By combining a nuanced understanding of securities laws, market practices and deal dynamics with her deep understanding of clients’ history and background, Ms. Donikyan offers practical and creative approaches to problem solving.
Ms. Donikyan and the rest of the corporate and securities 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 and Registered Directs. The Firm’s professionals have played leadership roles within each of these industries by assisting in the creation, formation and strategies relating to these transactional models, as well as working closely with the regulatory agencies and national securities exchanges in their reviews of these alternatives transaction structures. In particular, Ms. Donikyan has an active practice representing SPACs in their IPOs and in their business combination transactions, as well as in PIPE transactions concurrent to the closing of a SPAC business combination. Together with our transaction team, Ms. Donikyan has created and implemented innovative deal structures driven by extensive knowledge of the SPAC industry trends and evolving market terms and the regulatory and exchange rules governing SPACs.
Ms. Donikyan has also acted as counsel on a pro bono basis to several women entrepreneurs, and the incubators and accelerators focused on servicing diverse founding teams, in connection with fundraising, governance and investment activities.
June 10 2019
Ari Edelman is a member of the Firm’s corporate department. Since joining the Firm, Mr. Edelman has played a significant role in the Firm’s SPAC practice, representing dozens of SPAC issuers and numerous investment banks, including Cantor Fitzgerald, B. Riley FBR, BTIG, Chardan Capital Markets and EarlyBirdCapital in IPOs with an aggregate market value of several billion dollars. In addition, Mr. Edelman has worked on numerous M&A transactions, including SPAC acquisitions, public M&A and private M&A transactions. Mr. Edelman also advises clients on general corporate matters.
Over the course of his career, Mr. Edelman has represented many public and private companies, investment banks and investors in equity and debt securities offerings and M&A transactions. These transactions have included IPO’s, SPAC’s, PIPE’s, venture capital financings, shelf offerings and going private transactions, among others.
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 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
Joshua N. Englard, a member of the Firm’s corporate department, practices primarily in the area of securities and capital markets. He has represented public and private companies in equity and debt securities offerings, including initial public offerings, secondary offerings, Rule 144A offerings and private placements. Mr. Englard also advises clients on general corporate and securities matters, including Sarbanes-Oxley and corporate governance compliance.
Prior to joining the firm, Mr. Englard was associated with the firm of Paul, Hastings, Janofsky & Walker LLP. He also worked at the U.S. Securities and Exchange Commission, where he was an attorney in the Division of Corporation Finance and reviewed numerous initial public offerings, mergers, going private transactions, spin-offs and similar transactions by companies in the telecommunications and related industries. He also worked in the Division’s Office of Small Business Policy, where he advised issuers on compliance with SEC rules and regulations pertaining to smaller and private companies and participated in various rulemaking and policy initiatives relating to such companies.
Mr. Englard received his B.S. degree, magna cum laude, from YeshivaUniversity in 1996. He received his J.D. degree from University of Pennsylvania Law School in 2000, where he was an editor of the Journal of International Economic Law. Mr. Englard is admitted to practice law in New York and is a member of the American Bar Association and the New York State Bar Association.
June 10 2019
Matthew Gray, a member of the Firm, represents clients in all aspects of corporate, securities and commercial law, with a focus on representing buyers and sellers in domestic and international mergers, acquisitions, divestitures, restructurings, auction sales, distressed sales, related party acquisitions, leveraged buyouts, joint ventures and minority investments involving publicly and privately held companies and private equity and venture capital funds and their portfolio companies. He also advises clients and their boards on corporate, governance, fiduciary, contract, SEC reporting, securities and other relevant business laws.
Mr. Gray has worked with a diverse group of clients, both domestic and international, ranging from Fortune 500 public companies and large investment funds to private start-up companies and small venture capital funds, as well as non-profit organizations. He has represented clients in a variety of industries, including technology, finance, insurance, real estate, defense, government contracting, energy, manufacturing, automobile, transportation, healthcare, education, fashion, restaurant and hospitality, retail and consumer products and services. Mr. Gray has worked on numerous international transactions, including transactions in China, Australia, England, Ireland, Luxembourg, Mexico and Canada.
Mr. Gray also has significant experience with private placements, debt financing transactions, commercial contracts, employment agreements, equity incentive plans, reinsurance transactions, SEC and other governmental reviews and investigations, and the formation and attainment of 501(c)(3) status for non-profit organizations.
Prior to joining the Firm, Mr. Gray was associated with the firms of Holland & Knight LLP in Tysons Corner, Virginia and Jones Day, Bingham McCutchen LLP and Weil, Gotshal & Manges LLP in New York, New York.
Mr. Gray is licensed as an attorney in the State of New York and the Commonwealth of Virginia. He received his JD in 2001 from New York University School of Law and his Masters in Business Administration (MBA) degree with concentrations in accounting and finance, as well as his Bachelor of Science (BS) degree in business administration, from the State University of New York at Buffalo. Before attending law school, Mr. Gray worked as an accountant at IBM in Somers, New York, supporting their domestic real estate operations. He is a licensed Certified Public Accountant in the State of Florida.
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
Justin Grossman, an associate of the Firm, practices in all aspects of corporate and securities law, with a particular focus on securities regulation, public and private offerings, mergers and acquisitions and general corporate matters. Prior to joining the Firm, Mr. Grossman worked as an associate at a boutique law firm specializing in corporate and securities law.
Mr. Grossman received his Juris Doctor from Brooklyn Law School in 2015 and a Bachelor’s Degree in Financial Economics from Binghamton University in 2012. He is admitted to practice law in the State of New York.
June 10 2019
Peter J. Guy, of counsel to the Firm, specializes in federal income tax law. Mr. Guy has extensive experience providing federal income tax advice to public and private companies with a particular emphasis on mergers, acquisitions, securities offerings and divestitures. He has advised real estate funds, private equity funds, limited liability companies, partnerships, S corporations and similar entities on tax issues relevant to the formation and operation of such entities. He has experience advising real estate investors and developers on tax issues arising out of the ownership and operation of real estate, including certain tax credit advice. His experience includes advising domestic and international clients regarding cross border tax issues and certain New York state and local tax issues. Mr. Guy also has experience advising clients that have special tax considerations such as real estate investment trusts and tax-exempt entities.
Prior to joining the Firm, Mr. Guy was associated with the law firms of Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Bryan Cave, LLP. Mr. Guy is admitted to practice in the state of New York and is a member of the American Bar Association’s Section of Taxation. Mr. Guy received his Juris Doctorate from Harvard Law School where he graduated cum laude and his Bachelor of Science degree from Northeastern University where he graduated summa cum laude.
June 10 2019
Sabrina H. He, an associate of the Firm, practices in all aspects of corporate and securities law, with a particular focus on public offering, private placement, securities regulation and general corporate matters. She also has experience in going-private transaction, strategic acquisition, joint venture, and corporate governance.
Ms. He received a Juris Doctor degree from John Marshall Law School – Chicago where she graduated cum laude and was a member of the John Marshall Review of Intellectual Property Law. She also received a LL.B and B.S. in Psychology from Peking University and a LL.M degree from University of San Francisco.
Ms. He is admitted to practice in the State of New York and District of Columbia. She is a member of the New York City Bar and has served on the City Bar International Law Committee. Prior to joining the firm, Ms. He was associated with McLaughlin & Stern LLP and also served as corporate counsel to a public company in the technology sector. She is fluent in Mandarin.
June 10 2019
Michael Midura, Of-Counsel to the Firm, represents entities in all aspects of corporate and commercial law, with a particular focus on public and private equity finance, mergers, acquisitions and securities work.
Mr. Midura’s experience includes representation of issuers of securities as well as investors in connection with both public and private offerings of equity and debt securities. In the mergers and acquisitions area., Mr. Midura has represented both buyers and sellers of business in a variety of industry sectors ranging from hospitality and real estate to biotechnology.
Prior to joining the firm, Mr. Midura was associated with the firms of Proskauer Rose LLP and Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York.
Mr. Midura received his Juris Doctor degree in 1997 from the Benjamin N. Cardozo School of Law, where he graduated cum laude. He was also a member of the Cardozo Law Review. Mr. Midura graduated from the Georgetown University’s School of Foreign Service in 1992 with a degree in European Area Studies. He is admitted to practice law in the State of 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
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
Jeffrey Rubin, a member of the Firm, is a corporate, M&A and securities attorney. From 2013 until 2016, Mr. Rubin was Vice President and General Counsel of the Financial Accounting Foundation, the parent of the US accounting standard setting organizations, the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB). Prior to joining the FAF, he was a partner of Hogan Lovells US LLP and its predecessor firms, where he focused on domestic and international securities transactions, corporate finance transactions, private equity, M&A and venture capital, as well as corporate governance.
Mr. Rubin is currently chair of the American Bar Association’s Law and Accounting Committee, and served as chair of the ABA’s Federal Regulation of Securities Committee, the nation’s largest and most prominent organization of securities lawyers, from 2009 to 2012. He also previously served as chair of the New York State Bar Association’s Securities Regulation Committee, and as a member of the National Conference of Lawyers and CPAs, the official liaison group between the ABA and the AICPA. Mr. Rubin is also chair of the ABA’s Task Force on Sustainability Financial Reporting. He was awarded the ABA’s Business Law Section Chair’s Award in August 2012 for his contributions to the Section.
Mr. Rubin received his Bachelor of Arts degree from The State University of New York at Binghamton and his Juris Doctor degree from Syracuse University College of Law.
June 10 2019
Lijia Sanchez, a member of the Firm, represents domestic and international clients in all aspects of corporate and securities law, with a particular focus on securities regulation. She advises clients in connection with public offerings and private placements (PIPEs), ongoing SEC reporting requirements, mergers and acquisitions, federal and state securities law compliance and stock exchange listings. She has extensive experience in international business transactions, especially in Asia.
Ms. Sanchez received her Juris Doctor degree at Cornell University School of Law in 2008 and received a Bachelor of Law degree at Fudan University, Shanghai in 2005. She is admitted to practice in the State of New York. She is a native Mandarin speaker.
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.
June 10 2019
Jessica Yuan, a member of the Firm, represents domestic and international clients in all aspects of corporate and securities law, with a particular focus on securities regulation, public and private offerings, mergers and acquisitions, and general corporate and corporate governance matters. She has extensive experience in international business transactions, especially in Asia.
Prior to joining the Firm, Ms. Yuan was associated with the law firm of Loeb & Loeb LLP.
Ms. Yuan received a Juris Doctor degree from American University, Washington College of Law in 2007 and a Bachelor of Arts degree in Political Science from Amherst College in 2002. She is fluent in Mandarin. Ms. Yuan is admitted to practice in the State of New York.