Kleinberg Kaplan’s Securities and Corporate Finance Group integrates our securities, private investment fund, mergers & acquisitions, bankruptcy and litigation expertise to provide a wide range of services to our clients.

Trading Issues and Questions

We assist our private investment fund clients and our other clients engaged in active securities trading with securities and compliance issues that arise in the context of such trading. Issues we frequently address include:

• Evaluating potential trading restrictions and insider trading issues
• Compliance with the short sale rules and Regulation M
• Structuring securities and transactions intended to hedge the risk of securities ownership
• Rule 144, Rule 144A and Regulation S issues
• Schedule 13D, Schedule 13G and Section 16 filings and compliance, including “group” issues for filers
• Bankruptcy considerations

Private Placements and PIPES

We represent investors making private placement investments in the debt and equity securities of U.S. and foreign companies, both public and private. We craft structured debt, equity and derivative securities transactions to achieve issuer and investor goals. Our advice, review and drafting is based upon our extensive knowledge of the relevant tax, securities and corporate laws. In PIPE transactions, we represent investors purchasing simple common equity as well as complex convertible securities. Our experience covers private placement transactions in a broad variety of sectors including:

• Biotechnology
• Software
• Telecommunications
• Pharmaceuticals
• Mining and energy (including many Canadian mining and energy companies)

Derivatives

We provide legal representation for a variety of ISDA and non-ISDA documented derivatives such as credit default swaps (both single issuer and indices), total return swaps, equity swaps and interest rate swaps. In this capacity, we have reviewed and negotiated master agreement schedules, special annexes and confirmations from all leading U.S. and international dealers. We structure and draft derivatives to address issuer needs in a variety of contexts including achieving optimal tax, investment and regulatory consequences. We have also negotiated master repurchase agreements for our clients in connection with their repo trades.

Distressed Debt Trading

We represent both buyers and sellers of distressed bank debt, bonds and trade claims, under LSTA and LMA documentation.

Secured Financings

We have extensive experience in representing lenders who provide financing on a secured basis. We draft and negotiate loan and credit agreements, inter-creditor agreements, security agreements and UCC filings. We work directly with our bankruptcy and litigation groups to analyze potential default and workout scenarios and strategies to protect our clients’ interests.

Underwritings

We represent firms engaged in underwriting public equity offerings, including “at the market” offerings and other non-traditional underwriting arrangements.

Collateralized-Debt Obligations (“CDOs”)

We represent collateral managers and investors in connection with the structuring, offering and ongoing trading of CDO securities. We have advised clients with respect to both cash and synthetic CDO structures.