LAW OFFICE OF BRIAN H. JAFFE, LLC

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REPRESENTATIVE MATTERS


General Corporate/Contracts

  • Advised a multinational corporation on the restructuring of the debt and equity of a Netherlands limited partnership and affiliated U.S. entities to achieve business and tax objectives in several jurisdictions.
  • Served as outside general counsel to a Silicon Valley start-up company developing patented video display technology, including managing board and stockholder matters and negotiating commercial contracts.
  •  Formed and served as outside general counsel to American Stock Exchange Seat Owners Association, Inc.
  • Prepared LLC Agreement among owners of start-up Hawaiian cloud computing company.
  •  Represented start-up advertising video production company in resolving trademark infringement claim.
  •  Represented a U.S. distributor in negotiating exclusive distribution contract with Italian supplier of electronic security products.
  • Negotiated a 10-year outsourcing agreement transferring client’s data processing, telecommunications, and administrative functions and related employees.

Financing/Venture Capital/Securities

  • Advised California technology company on multiple rounds of venture capital convertible debt and preferred stock financing.
  • Advised Australian investors in seed round equity investment in U.S. start-up.
  • Represented investment funds based in New York, Seattle, and Toronto in over 30 PIPE transaction investments in convertible debt and equity securities of U.S. public companies and related SEC registration of underlying common stock.
  • Handled SEC-registered initial public offerings and follow-on offerings of equity and debt securities, on behalf of both issuers and underwriters, in the airline, environmental remediation, automobile parts, finance, commercial baking and technology industries.
  • Represented investors in purchasing convertible preferred shares of a public company from a large shareholder and obtaining registration rights from public company.
  • Represented an angel fund in purchasing secured notes of a food concession company in two closings, the second of which was subject to obtaining the consent of the existing senior secured lender that its debt would rank pari passu with the new notes. Existing individual investors were required to purchase partial participation interests in the secured notes from the angel fund and shares of common stock from the company. Negotiated detailed company operating covenants and investor rights.
  • Represented a public company in negotiating a 34% private equity investment by limited partnership, including warrants, registration rights, and board representation rights.
  • Negotiated a revolving credit facility to finance export of scrap steel to Turkey.

Mergers and Acquisitions

  • Represented the buyer and lead investor in purchase from General Electric Company of a real estate holding company that owns 19 skilled nursing facilities in Florida. Structured and negotiated equity and governance rights among members of the large investor group.
  • Represented an international media measurement company in sequential acquisitions of blocks of the ordinary shares of an Israeli Internet technology company, including negotiating corporate governance and shareholder rights and terms of rollover options under U.S. and Israeli law and the reinvestment by selling shareholders of sale proceeds in buyer’s equity.
  • Represented a South African company in the sale of the shares of its U.S. subsidiary to management and related secured financing provided by seller.
  • Represented the buyer and lead investor in purchase of West Virginia aluminum manufacturing facilities from Kaiser Aluminum and Chemical Corporation.
  • Advised a large media company in the sale of the intellectual property and other assets of its advertising technology subsidiary, subject to certain retained business operations and non-competition restrictions.
  • Represented the selling stockholder group in the sale of their international freight forwarding company to a publicly held transportation company.
  • Represented a subsidiary of a major Japanese trading corporation in its acquisition of the equity interests of a real estate holding company which owned a large U.S. office building.  Several years later, acted for the same client in the sale of the building.
  • Represented a steel supply company in the sale of its packaging systems division to Illinois Tool Works.
  • Represented a publicly held computer technology company in stock-for-stock merger with another public company, including filing of joint proxy statement/prospectus with SEC.
  • Represented a publicly held freight railroad in its acquisition of competing railroad operating in the southern U.S.

Dispute Resolution

  • Helped a subcontractor that manufactures railcar equipment avoid default on contractual obligations that would trigger guaranties by its Japanese parent company. Negotiated separate agreements with the Japanese prime contractor and the Canadian major parts supplier to transfer the subcontractor’s inventory and intellectual property assets and resolve all outstanding claims.
  • Represented individual patent holder in negotiating a termination of his exclusive medical patent license and product development agreement with a large pharmaceutical company enabling the client to more quickly develop his new drug technology.
  • Managed local counsel in several countries in successful implementation of a complex corporate and litigation strategy on behalf of a UK-based hedge fund client to collect on credit default swap obligations due from a large South American company, including various corporate actions in Bermuda, the Cayman Islands, and New York designed to exert leverage on the debtor’s directors, investors and lenders, other hedge funds, and the collateral agent under the applicable loan agreement.
  • To resolve federal court litigation brought by a group of hedge funds against a publicly traded biotechnology company, structured and closed a court-approved settlement transaction involving the payment of cash and the issuance of convertible preferred stock and secured convertible notes.
  • Represented an Italian equipment manufacturer in negotiating a structured settlement of employment-related claims asserted by former CEO of its U.S. subsidiary.
  • Advised a distressed New Jersey manufacturing company in settling contractual compensation and change of control claims of senior executive to preserve shareholder value.
  • Advised a New York hedge fund in negotiating favorable settlement of a dispute with a counterparty and indenture trustee following default under collateralized debt obligations and hedge agreements.