As an attorney with over 11 years of experience, my goal is to apply business sense and cost-effectiveness in counseling on business transactions, corporate law, federal and state securities law and broker dealer representation.
I am based in Manhattan, New York and licensed to practice law in the state of New York with over 11 years of experience with corporate and securities law, including but not limited to the Securities Exchange Act of 1934, the rules and regulations of the SEC and the SROs applicable to institutional equity trading. I represent both public entities and private entities, including broker dealers, advising them on general corporate matters including but not limited to day to negotiating contracts from non disclosure agreements, to employment and consulting agreements, acquisition documents, placement agent agreements, finderís fee agreements, advisory agreements and vendor agreements. From a securities law perspective,
General corporate practice includes advising investment banking firms, public and private companies in connection with corporate governance matters and all aspects of business including transactions relating to employment, endorsement deals, licensing, consulting, marketing and distribution, confidentiality and manufacturing.
Securities practice includes representing issuers and investors in connection with private offerings of equity and debt, including preparation of private placement offering memoranda, providing advice with respect to compliance with applicable blue sky laws and exemption requirements of the 1933 Act, specifically Regulation D and advising public companies on 1934 Act reporting requirements.
Public entity securities practice includes preparation of all periodic reports required to be filed with the SEC via the EDGAR system including, quarterly reports on Form 10Q, annual reports on Form 10K, press releases and other information required to be filed on form 8-K, Section 16 reports for management including Forms 3 and 4 and Schedules 13D and 13G. Generation of CIK and CCC codes for new reporting entities and filing of Form D with the SEC.
Notay Public, New York state
HOFSTRA UNIVERSITY SCHOOL OF LAW
Juris Doctor, with distinction, May 2001
1998 - 2001
STURSBERG AND ASSOCIATES, LLC, New York, New York
Senior Corporate Attorney
2004 - 2010
Represented both newly formed and seasoned entities, specializing in general corporate and federal and state securities laws, and broker-dealer representation, including but not limited to review and preparation of hedge fund investment documents. Diverse range of clients included public and private issuers, minority owned business enterprises, registered broker-dealers and start -up entities.
Responsibilities included preparation of various corporate documents including, operating agreements, audit committee charters, code of ethics, shareholders agreements, audit committee, board of director and shareholder minutes and consents, press releases and dividend declarations. Negotiating and drafting of wide array of agreements including placement agent agreements, finder's fee agreements, employment agreements, purchase agreements, security purchase agreements, underwriting agreements, consulting agreements, confidentiality agreements, endorsement agreements, license agreements, manufacturing agreements, engagement letters, letters of intent, stock option agreements, promissory notes and offering memoranda. Experienced in SEC and FINRA rules and regulations and Dodd-Frank Wall Street Reform and Consumer Protection Act.
Cadwalader Wickersham and Taft
2001 - 2004
New York, New York Drafted and reviewed documents in connection with general corporate and securities matters, tender offers, mergers, asset and stock acquisitions and dispositions, including customer contracts, license and collaboration agreements, shareholder agreements, corporate organizational documents and closing documents. Drafted, prepared and filed securities filings including proxy statements, annual and quarterly reports and registration statements. Researched and drafted memoranda of law on corporate governance issues and intricate corporate legal issues. Reviewed and drafted documents as part of corporate due diligence.
London, England (9 month secondment, January to September 2003). Advised corporations and other legal entities on securities law matters namely, foreign private issuer exemptions, safe harbor rules under Regulation S and Sarbanes-Oxley. Helped to promote and market the expansion of the U.K. corporate department. Assisted in the preparation of memoranda that successfully landed new corporate clients. Firm-wide presenter: Sarbanes-Oxley: Long Arm Regulation of Foreign Private Issuers from Across the Pond. Assisted in preparation of: The Sarbanes-Oxley Act: The Code of Ethics Disclosure Requirement, published in the International Chamber of Commerce Guide to Corporate Social Responsibility (July 2003).