Bill Wolfsheimer Email & Phone Number

Conduct initial and on-going due diligence reviews of public and private non-traded securities offerings, with a focus on offerings by business development companies, real estate investment trusts and interval funds, culminating in comprehensive reports delivered to broker-dealers and registered investment advisors.Examine and assess the disclosure in registration statements, offering documents, proxy materials, tender offers, Form 10-Ks, 10-Qs, 8-Ks and other filings with the SEC and FINRA. Evaluate fund compliance with applicable securities laws and regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940.Analyze offering structures and strategies and calculate relevant metrics, including portfolio composition and performance, capital raise activity, leverage utilization, distribution coverage and sponsor financial condition.Review correspondence between fund management, the SEC and FINRA regarding periodic examinations.Curate and present internal review of regulatory updates relating to SEC and FINRA rules and guidance.

Washington D.C. Metro Area

Assessed alleged violations of OFAC, BSA, and other Anti-Money Laundering laws and regulations by analyzing policies, procedures, and communications of high-level bank employees and Board Members.Helped client respond to antitrust class action alleging conspiracy among Interest Rate Swap dealers to prevent the IRS market from transitioning from over-the-counter to all-to-all trading.Reviewed public disclosures and internal communications to defend against charge that client violated U.S. securities laws by misrepresenting and omitting material facts in SEC filings related to climate change.Assisted the Restructuring Committee of a national retail business to evaluate affiliate transactions consummated prior to a chapter 11 bankruptcy filing for possible causes of action.Evaluated potential bid rigging and market division schemes to assist the client, an international media rights company, in applying for leniency through the DOJ's Antitrust Leniency Program.Defended pharmaceutical-industry client in a breach of contract suit stemming from the termination of a merger agreement due to alleged breaches of the agreement’s representations, warranties, and covenants.Prepared and edited document productions and privilege logs in response to subpoenas from the DOJ, SEC, and NY Attorney General.

Drafted and reviewed sales contracts, distribution agreements, complaints, and collection letters. Prepared due diligence to facilitate the sale of a business unit and assisted in pre-closing activities. Organized and maintained corporate records for 6 U.S. legal entities, drafted corporate resolutions, registered the company to conduct business in other states, and issued replacement stock certificates.Filed corporate annual reports for multiple entities in multiple states to ensure compliance and resolved forfeiture and suspended statuses. Reviewed top 100 sales contracts and abstracted all material terms into a comprehensive database.

Reviewed pending cases and federal agency decisions that may have had small business implications, and drafted and filed amicus briefs in precedent-setting cases, including Boeing's S.C. NLRB case.

Reviewed proposed stock option plans, joint venture agreements, mentor-protege agreements, and change of ownership requests to ensure compliance with 7(a) and 8(a) loan program requirements. Assisted with bankruptcy cases against debtors for whom SBA had guaranteed loans, primarily by responding to complaints from debtors seeking to avoid SBA liens.

Worked with the Office of Interagency Affairs to evaluate and suggest changes to proposed legislation that might negatively affect the small business community.Drafted comment letters in response to regulations that would be oppressive to small business.

Researched and wrote memoranda on a range of legal issues that commonly affect small to medium sized businesses, including covenants not to compete, retailer liability for implied warranties under the UCC, franchisor liability, and employment law claims under the FMLA, FLSA and ADEA.

J.D., Law

Activities and Societies: Phi Alpha Delta Law Fraternity, Business Law Society, Mason Sports Association

B.S., Finance

Activities and Societies: College Park Scholars, Terrapin Photography Club, Intramural Flag Football, Volunteering with the Elderly