Biotechnology & Life Sciences

Led Implementation of Swiss Principal Structure: Represented U.S. public life sciences/pharmaceutical company with multi-billion dollar revenue as lead outside counsel in staged four-year, thirty-five country, supply chain and tax efficiencies-driven Swiss Principal Model restructuring of worldwide governance and operations, including multiple mergers, acquisitions, company formations, issuances of new securities, stock transfers, recapitalizations, consolidations and conversions of domestic and non-U.S. subsidiaries and affiliates; engagement of, supervision of and collaboration with local counsel, accountants and consulting firms in each non-U.S. jurisdiction; development of inter-company and supply chain commercial protocols and agreements to preserve supply chain, tax structuring and compliance with foreign jurisdiction laws and regulations.

Represented public U.S.-based life sciences company in negotiation of multi-year, $390 million agreement with Swiss pharmaceutical conglomerate for exclusive global distribution of multiple pharmaceutical product lines.

Represented public pharmaceutical and life sciences company in several multi-year, $100 million-plus commercial supply, tolling and distribution arrangements to supply several major pharmaceutical companies with FDA-controlled production and research-grade ingredients, in ’33 Act securities issuances and ’34 Act reporting.

Represented biotechnology SPAC (Special Purpose Acquisition Company) from incorporation to de-SPACing.

Represented public pharmaceutical and life sciences company in negotiation of vertical supply joint venture with public company horizontal competitor, including antitrust compliance.

Represented public life sciences company in negotiation of multi-year, $150-plus-million agreement to supply metal organic compounds to manufacturer in Peoples’ Republic of China, governed by Chinese law.

Represented life sciences company in series of Regulation D and S private placements.

Represented private biotechnology company in reverse merger into a SPAC.

Communications & Media

Represented leading U.S. cable television provider in multi-billion-dollar sale of regional cable network assets and roll-out of VoIP service.

Represented private equity consortium in leveraged acquisition of group of radio stations, including debt and equity financings, marketing and administration arrangements and assignment of FCC broadcast licenses.

Represented European wireless carrier in acquisition of U.S. subsidiary and in Regulation D and S private placement.

Represented cable operator in acquisitions and divestitures of regional cable systems and subscriber blocs.

Represented French-American multimedia content conglomerate in multi-million-dollar content licensing transactions with American and European professional sports and entertainment associations for the distribution of their content over the client’s online, telecommunications and cable television platforms.

Represented German bank in financing of PCS wireless network provider reseller for wireless services throughout the western United States.

Represented leading public company in the pari-mutuel gaming industry in roll-out of video online and telecommunications North American gaming network.

Represented leading U.S. cable provider in negotiation of VoIP and IPTV distribution deals with telecommunications providers.

Represented U.S. wireless operator in series of Regulation D private placements.

Represented telecommunications equipment manufacturer in series of venture and private equity financings.

Represented Russian wireless operator in European private equity financings and network buildout.

Represented two offshore sovereign wealth funds in formation of investment trust and associated vehicles to serve as vehicle for in-bound investments into U.S. technology and media companies, including managing U.S. and non-U.S. economic and management interests to facilitate favorable CFIUS (Committee on Foreign Investment in the United States) determination.

Information Technologies, Blockchain & Internet

Represented Dubai-based Stablecoin/Blockchain issuer in series of six proposed offerings, including an over $900 million private placement, a German/Swiss private placement, SPAC and debt offerings.

Represented Swiss-American consortium funded by a Swiss Bank in a digital coin private placement.

Represented Mexican-American clean energy consortium in development and issuance of stablecoins pegged to the value of kilowatts of clean energy.

Represented Belgian issuer of digital tokens in U.S. digital coin and NFT offering.

Represented artificial intelligence software and applications developer in intellectual property licensing, financing, and technology transfer project.

Represented Fintech/Blockchain SPAC from incorporation to de-SPACing.

Represented robotics software and hardware developer in investment of overseas early-stage capital, intellectual property protection and prototype manufacturing arrangements.

Represented multiple companies in compliance with European Union General Data Protection Regulation (GDPR) compliance, including required data privacy risk assessments and audits and data processing agreements between GDPR “controllers” and “processors” on both sides.

Represented AI/ML developer from incorporation through Reg. D financing rounds.

Represented semiconductor manufacturer in Korean asset acquisition.

Represented multiple IT services companies in series of commercial services arrangements of all types compliant with regulated industry counterparties, including GDPR, HIPAA, FDA, FCC, Dodd-Frank and SEC-based regulatory compliance.

Represented software developer in series of private placements, licensing and distribution transactions.

Represented multiple Web-based services companies in provision of all types of commercial services arrangements.

Represented multiple major health care providers and IT providers to the healthcare industry in HIPAA Omnibus Rule compliance.

Represented health care provider in transitioning of IT to outsourced cloud computing platform, including maintenance of HIPAA privacy standard controls in remotely-hosted hardware-software environment.

Represented French bank in licensing of derivative pricing software tools to other financial institutions.

Represented developer of financial institution management software in licensing to financial institutions.

Satellites & Space

Represented satellite fleet operator in sale of subsidiaries and assets including constellation of small sats to strategic Luxembourg-based acquirer.

Represented Canadian developer/operator of new spaceport/launching facility in corporate, finance, commercial and regulatory issues in the U.S. and with European vertical supply chain suppliers and customers.

Represented new space sector SPAC from incorporation through funding and pending de-SPACing.

Represented new U.S. space venture from incorporation through combined Reg. D/Reg. S offerings.

Represented U.S., European and Middle-Eastern satellite operators in multiple affiliation, programming and license agreements with content providers and terrestrial cable operators.

Represented U.S. digital content provider in licensing of content to U.S., European and Asian satellite and cable television providers.

Represented Canadian satellite operator in joint venture to merge business with American satellite operator and $50 million private equity investment, including five asset sales, intellectual property contributions and structuring transaction for Canadian tax and foreign ownership considerations.

Represented satellite services company targeting maritime markets in financing, corporate governance, and telecommunications and other services and supply agreements.

Represented “new space” satellite low earth orbit constellation venture from incorporation through financing.

Venture Capital & Private Equity

Represented two offshore sovereign wealth funds in formation of investment trust and associated vehicles to serve as vehicle for in-bound investments into U.S. technology and media companies, including managing U.S. and non-U.S. economic and management interests to facilitate favorable CFIUS determinations.

Represented private equity/family office investor group in Investment in multimillion dollar real estate Investments.

Represented two offshore sovereign wealth funds in corporate governance, compliance and U.S. investments.

Represented private equity/trust syndicate in investments in Formula One auto racing circuit associations.

Other Sectors

Represented investor in acquisition of high-end jeweler.

Represented commercial aircraft lessor in multiple aircraft bloc leases.

Represented Asian-based Hotel and Resort Operator in compliance with Office of Foreign Currency Assets Control compliance for Cuba sanctions regime.

Represented charter airline in long-term leases of aircraft.

Represented several assisted living facilities and gated retirement communities in Reg. D private placements.

Represented electric utility in affiliation and service agreements.

Represented commercial lender in financing of multiple commercial aircraft leases.

Represented European solar power manufacturer in series of Regulation D and S private placements.

Represented Eastern European transportation operator in equipment purchases from U.S. manufacturers.

Represented U.S. hotel and resort operator in Regulation A private placement, negotiation of management agreements and in marketing and branding agreements.