Represented the purchaser as to U.S. law matters in the acquisition of Walker Books Limited and its subsidiaries, including Candlewick Press, by Trustbridge Global Media Ltd. and the subsequent financing of the business. Prior to acquisition, the target was owned by various nineteenth-century trust vehicles that had become legally obsolete, and the transaction therefore required judicial approvals at various levels in the English courts. At the same time, the transaction structure needed to comply with various UK and US tax regulations. The transaction was financed with an asset-based financing approximately six months after its completion which financing required extensive cross-guarantees.

Represented Trustbridge Partners in the acquisition of Peachtree Publishers Ltd. by one of its international investment funds, Peachtree Publishing Company Inc. The transaction was structured as an asset acquisition.

Represented a retailer of name-brand women’s outerwear apparel in its strategic acquisition by a major woman’s apparel house, including the structuring of an employment agreement for the principal of our client. We were aided by the considerable expertise within the firm in the U.S. fashion industry.

Represented an Israeli company that develops customer interaction management software in its acquisition by a U.S. public company. The target was owned by several venture capital funds, and the transaction did not return all of the invested capital. As a result, and in order to preserve the management team intact for the purchaser, we advised with respect to a recapitalization of the seven outstanding classes of equity securities that was effected simultaneously with the cash merger of the businesses. In the course of the engagement, we advised with respect to numerous issues of Delaware corporate law.

Represented the buyer in the acquisition of a business that manufactures and distributes laboratory test equipment used in genomic research. The business had been acquired some years before by a publicly traded entity. After full integration, the owner elected to sell the business. To complete the transaction, we advised on the unraveling of several arrangements between the target and its owner and other affiliated businesses. We also advised with respect to an asset-based financing several months after the acquisition had been completed and, thereafter, on its refinancing as well.

Represented the UK-based acquirer of certain mobile communications applications design assets of a distressed seller operating both in Canada and the United States. Much of the transaction was focused on the successful transition of the technology team from the seller to the buyer, as well as the underlying intellectual property assets. We also formed a new U.S. subsidiary of the purchaser and advised regarding various employment and consulting agreements.

Represented the purchaser Intercultural Press Inc. in the acquisition of the Davies-Black Publishing assets of CPP, Inc. Davies-Black was a division of Intercultural, and the transaction required the excision of certain assets.

Represented the purchaser in the Acquisition of the Home Technology Business of TEN: Publishing Media by AVTech Medias America Inc. Because of the complex nature of the assets being purchased, it was necessary to negotiate an extensive transitional services agreement as well as employment agreements.

Represented the purchaser in the proposed acquisition of the Adventure Sports Business of TEN: Publishing Media by AVTech Medias America Inc. Because of the complex nature of the assets being purchased, it was necessary to negotiate an extensive transitional services agreement as well as employment agreements. This was a distressed business transaction.

Represented a strategic brand management business in its structuring and establishment of a joint venture between a high-profile media personality and a New York-based venture capital firm. The joint venture expects to create, produce, and release a series of consumer product offerings over the next several years under a new brand. We negotiated and drafted the documentation for the venture, as well as provided input on tax and intellectual property issues that arose as the negotiations proceeded.

Represented the U.S. subsidiaries of a Dutch multinational in the sale of the worldwide business to an Italian purchaser. The U.S. subsidiaries engaged in businesses were connected with U.S. national defense. As a result, the subsidiaries and their parent, as well as the purchaser, filed applications with the Committee on Foreign Investment in the United States (CFIUS). The Committee required detailed submissions regarding the business involved and their relationships to U.S. national security, all as required by the relevant regulations. The overall transaction was structured as a tender offer governed by Dutch law and, as a result, required extensive international co-ordination with both Dutch and Italian counsel.

Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with U.S. securities laws.

Represented a corporate group comprised of Swiss and South African companies in the listing of their list shares on U.S. financial markets by means of an alternative public offering. Prior to the offering we also represented the group in its capital raises outside of the United States. Working with the client, we prepared all of the required SEC filings. The listing had three purposes: a) to provide liquidity to our client’s forty-plus shareholders; b) to enable our client to raise capital in the public markets; and c) to provide visibility for our client’s product and validation for its business plan. We continue to represent the business not only in its ongoing SEC filings, including its registration statement, but in its international commercial agreements as well.

Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings, and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.

Represented Home Service Store Inc. (GA) in its sale to private equity fund Roark Capital Group.

Represented the seller and its shareholders in the sale of Bartleby.com, Inc. to Study Mode LLC.

Represented Trustbridge Global Media Ltd. in its proposed joint venture with Bayard Presse to form a new Hong Kong corporation operating in China. This matter required the negotiation and draft of a comprehensive cross-border license agreement for a very extensive library of published works. We participated in the structuring of various Hong Kong and Republic of China entities to assure compliance with applicable laws.

Represented two principals who formed an introducing broker business that was spun out of a major international bank. In this transaction, we were able to advise on the complex compliance aspects of the planned structure, as well as put the desired structure in place. We also advised on the formation of entities for the various lines of business for the introducing broker, producing documentation that reflected the business and personal requirements of the new owners. We worked closely with our clients’ other advisors to deliver the desired result.

Represented the lead investor and other investors in a second round of early stage financing for Preen.me, the world’s leading social beauty platform. We negotiated with the company’s noteholders and stockholders to revise Preen.me’s balance sheet to accommodate the investment structure desired by the new investors.

Represented SurePure, Inc. in a series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.

Represented a UK-based worldwide marketing firm in the restructuring of the debt and equity of its U.S. subsidiary. The subsidiary had encountered a series of legal challenges, including class action lawsuits regarding some of its operations. We were able to advise on a restructuring with respect to the ownership of the equity of the subsidiary, resulting in 100% ownership moving to our client and advised the client through its sponsorship of an insolvency proceeding to deal with the claims that had been brought against the business.

Represented a U.S.-based biotech business in a private financing with offshore investors. The biotech business was in a sensitive area relating to food supply and therefore related to U.S. national security. As a result, and notwithstanding the fact that the investors had bargained for only one board seat, a filing with the Committee on Foreign Investment in the Units States was required, which we prepared and submitted.

Represented a major European designer and manufacturer of winter sports equipment in the restructuring of the bank debt and equity ownership of its U.S. subsidiary. We worked with the client to locate new debt financing for the business and advised with respect to the transition from one lender to a successor. We also were able to recommend certain management additions which led to improvements in the business. As the business improved, we also advised with respect to certain marketing joint ventures in the United States and Canada.

Represented R1 International (Americas) Inc., a prominent trader of natural rubber, and its Singapore-based parent in the negotiation and completion of a secured revolving line of credit. As a trader of a commodity that trades in both the spot and futures markets, we were able to assist our client in developing a workable framework for the financing with its bank lender that took into account all of our client’s assets.

We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of U.S. securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds, and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.

Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of advising, we reviewed the positions that the Securities and Exchange Commission had taken with respect to its rules regarding private placement offerings that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.

Represented a leading privately-owned fashion business in the negotiation of multi-year employment agreements for its senior executives. A key aspect of the employment agreements was the design and structure of an equity-based incentive plan that met the specifications of the owner of the business and at the same time incentivized the executives. The entire package was custom-tailored to the needs of the business and its industry.

Represented Pluto Books (U.K. company) related to the creation of a public benefit corporation in the U.S. This formation required compliance with various applicable state laws.

Represented Trustbridge in a coexistence agreement for an IP matter involving published works referred to as “Whaleboy” and “Dolphin Girl.”