Partner

William A. Newman

212.885.8849 wnewman@bartonesq.com
Partner

William A. Newman

212.885.8849 wnewman@bartonesq.com
View All Attorneys

Bill Newman advises Barton’s clients on the structuring and execution of sophisticated business and securities transactions. He actively represents operating businesses, investment funds and individual investors across a wide variety of industries, including financial services, investment management, real estate, information technology, media, marketing, life sciences, software, manufacturing and distribution. Bill assists emerging growth companies in accessing US capital markets, using his expertise with the SEC’s rules as well as the regulations of the major US securities exchanges and the US over-the-counter securities markets.

Bill often is involved with mergers and acquisitions and joint ventures on behalf of Barton’s clients. His mergers and acquisitions experience includes representing investment funds in the purchase and sales of portfolio companies, as well as private clients in the sale of their businesses to strategic or financial buyers.

He has considerable expertise regarding inbound investments in the United States and inbound acquisitions of U.S. businesses, including regulation by the Committee on Foreign Investment in the United States (CFIUS), an area in which he has written and presented extensively.

Prior to joining Barton in 2011, Bill was a partner with Sullivan & Worcester, LLP and from 1999 through 2008 was the managing partner of the New York office of McGuireWoods LLP.

AV Rating 2019

Practices
Industry Experience
B

Matters

Close
Business Transactions
  • Successfully Structured and Established Joint Venture
    • 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.
  • Oversaw Strategic Acquisition of Outerwear Retailer
    • 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 U.S. Subsidiaries in Sale of Worldwide Business, CFIUS Applications
    • 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 Israeli Company in Acquisition by U.S. Company
    • 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.
  • Provided Counsel During Privatization of Albanian Oil/Gas Properties
    • 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 Buyer in Acquisition of Genomic Research Equipment Manufacturer
    • 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.
  • Counsel to UK Publisher Acquiring U.S. Publisher’s Assets
    • Represented a UK-based publisher in its acquisition of the assets of a U.S. trade book publisher, including its inventories and customer lists. The purchase was required to be completed in a particularly compressed period of time and within a strict budget, both of which we were able to accomplish.
  • Successfully Transitioned Tech Team and IP Assets from Seller to Buyer
    • 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.
  • Advised Foreign Co.’s on Their List Shares in U.S. Markets
    • 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.
  • Advised on Financings and Capital Raising Transactions
    • 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.
Financial Services, Investment Funds and Securities Regulations
  • Counsel to Investors in Early Stage Financing
    • 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.
  • Successfully Negotiated Secured Revolving Line of Credit
    • 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.
  • Advised Photopurification Co. in Offshore Equity Financings
    • 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.
  • Advised on Securities Registration Requirements Under SEA Legislation
    • 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.
  • Prepared Private Placement Memoranda to Raise Funds
    • 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.
  • Counsel to Biotech Business Related to U.S. National Security
    • 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.
  • Managed Restructuring of Debt and Equity for Global Marketing Firm
    • 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.
  • Assisted Designer in Restructuring of Bank Debt and Equity Ownership
    • 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.
  • Counsel to Two Principals Forming Introducing Broker Business
    • 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.
Executive Compensation and Separation
  • Negotiated Multi-Year Employment Agreements for Sr. Execs
    • 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.