Associate
New York, Ny, Us
M&A/Capital Markets.Broad-based corporate practice representing public and private companies across various industries including life sciences, hospitality, technology, and energy in connection with the purchase and sale of assets and ownership interests in transactions ranging from $250K to $270M. Conduct due diligence, and draft and participate in the negotiation of sale and acquisition documentation, including term sheets, purchase agreements, bills of sale, IP assignment agreements, and assignment and assumption agreements. Serve as first-point of contact for clients regarding ongoing transactions and post-closing obligations. Counsel clients on securities law compliance including preparation of 10-Ks, 10-Qs, 8-Ks, S-1s, S-4s, S-8s and proxy statements. Research new SEC rules and draft internal and external-facing memoranda on best practices.Financings/Corporate Governance.Represent clients in energy and financial services in secured credit financing transactions ranging from $30M to $75M. Perform due diligence and prepare disclosure schedules. Draft board consents, stockholder consents, officer’s certificates and perfection certificates in connection with transactions and corporate reorganization. Draft, review, and negotiate influencer agreements, invention assignment, confidentiality and non-solicitation agreements, NDA’s, and various equity grants including stock option, restricted stock, and stock appreciation right (SAR) award agreements. Counsel clients on entity formation and related corporate governance matters, including preparing articles of incorporation and organization, bylaws, statements of incorporator, and board consents.Firm Citizenship.Lead monthly meetings, organize member and firm events, and draft firm-wide emails on behalf of the newly founded LGBTQ+ affinity group, BR&Proud, as one of three Co-Chairs.