Jonathan Ain is the chair of Kleinberg Kaplan’s Corporate Transactional & Finance Practice Group and maintains a broad-based practice, working with companies at all stages of the corporate growth cycle. He advises clients in the areas of mergers and acquisitions, public and private offerings (including PIPEs), and strategic and troubled company acquisition and disposition transactions. He also counsels clients on joint ventures and general corporate issues, cross-border transactions, securities law, and contract matters.



Jon represents enterprises across a wide breadth of industries, including software, technology, financial services, pharmaceuticals, nutrition and healthcare, retail, food and beverage, fashion, and media and entertainment. He also advises non-U.S. companies looking to establish or expand in the United States, with a particular focus on clients in the UK, Israeli and Nordic regions.

Kleinberg Kaplan is an approved OTCQX Sponsor and Jon leads the firm’s efforts in connection with helping foreign publicly traded corporations publicly list on this marketplace.

Before joining Kleinberg Kaplan in 2010, Jon was a shareholder in the New York office of an international law firm, where he spent a significant amount of time representing international companies in connection with their M&A and capital market activities in the United States.

Jon was recognized as a New York Metro Rising Star by Super Lawyers in 2011, 2012, 2013, and a New York Metro Super Lawyer every year since 2014.


Company representations include:

  • An international industrial manufacturing and rental company in connection with its $585 million sale transaction.
  • M.E.S.A. Securities, Inc., in connection with its sale to Houlihan Lokey.
  • EL Media, LLC in connection with the sale of its music business to TouchTunes Corporation.
  • Observer Media in connection with its acquisition of SourceMedia.
  • Medikidz, Ltd., a UK corporation, in connection with a corporate restructuring transaction involving the creation of a new US holding company and concurrent (i) creation and exchange of existing common shares and Series A Preferred Shares to existing investors and (ii) issuance of Series B Preferred Shares to new investors.
  • The American Home Real Estate Investment Trust, Inc., in connection with its formation and consent solicitation by its affiliated management group and subsequent consummation of its “roll-up” of six private investment funds and affiliated management companies in approximately $220 million transaction as well as several debt and equity offerings.
  • Immersive Artistry, LLC in connection with multiple rounds of financing and joint venture transactions.
  • Propellr, LLC in connection with multiple financing rounds.
  • Theraplant, LLC in connection with multiple financing (debt and equity) capital raising transactions.
  • Numerous start-ups in connection with formation and capital raising transactions (including international based companies and/or founders entering the US market).
  • Midwest Energy Emissions Corporation in connection with a debt restructuring and subsequent private offering of its publicly traded securities.
  • A management buyout group in connection with a “going private” transaction for a NYSE listed HVAC company.
  • A commercial office REIT in a $545 million real estate transaction involving a 20 property office portfolio and the sale of a related real estate services company.
  • A NYSE listed company in its spin-off of its majority owned subsidiary.
  • A NYSE listed foreign private issuer in connection with numerous securities transactions.
  • A regional bell operating company in connection with a $3.9 billion tender offer for an electronic commerce concern.
  • A publicly-held technology consulting company in connection with a $200 million stock swap.
  • An Internet search engine in its initial public offering.
  • A public Israeli defense company in its merger with a privately-held Israeli defense company.
  • Various US domestic and foreign private issuers with respect to public offerings and private placements of securities.
  • The Related Companies, L.P. and its partners in connection with the investment of a combined $1.4 billion of equity and debt by Goldman Sachs Group Inc., MSD Capital (Michael Dell’s investment firm), Mubadala Development Co. (the investment arm of Abu Dhabi) and Olayan Group, a Saudi Arabian company, including the restructuring of the partnership agreement and other partner arrangements.
  • The Trustee of Napster Inc. in connection with its sale to Roxio Inc. in Chapter 11 auction

Private Equity/Hedge Fund representations include:

  • Elliott Associates in connection with its acquisition of multiple venture capital portfolios.
  • A multi-billion dollar hedge fund in connection with its structured sale of a portion of their royalty interest in selected cardiovascular products.
  • Paulson & Co. Inc., in connection with Paulson’s tender of existing notes of Realogy Corporation in exchange for $494 million of Realogy’s new convertible notes as part of Realogy’s private exchange offers. Paulson agreed to support and participate in the exchange offers subject to the terms and conditions of a support agreement, and entered into a security holders agreement with Realogy and certain other investors that became effective upon completion of the exchanges.
  • KR New Media in connection with its Series A Financing of The Young Turks, LLC.
  • Lead investors in connection with Series B investment into Invicro, LLC.
  • Route 66, LLC in connection with multiple financing (debt and equity) and restructuring investment transactions.
  • A consortium of investors, in connection with a transaction valued at approximately $724 million involving the acquisition of commercial real property. The transaction was financed with approximately $200 million in equity and through credit facilities in an aggregate principal amount of $524 million.
  • Various hedge funds in numerous $10 million plus PIPEs transactions.
  • Various placement agents in numerous $10 million plus PIPEs transactions.


University of Pennsylvania Law School (J.D., 1998)

Brandeis University International Studies, Politics (B.A., cum laude, 1995)

Tel Aviv University, Israel, Education Abroad Program (Spring Semester, 1994)

Bar Admissions

1999, New York


Hebrew (Conversational)


15 Kleinberg Kaplan Attorneys Named as 2020 Super Lawyers or Rising Stars

November 17, 2020

We are pleased to announce that 15 of the firm’s attorneys were selected for inclusion in the 2020 edition of Super Lawyers®, a national legal ranking. Attorneys were nominated by their peers and recognized for their outstanding professional achievement in several legal practice areas including business/corporate, business litigation, estate & probate, mergers & acquisitions, real estate,…

SEC Expands the Definition of Accredited Investors: Action Required

November 9, 2020

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted previously proposed amendments (the “Amendments”) that expand the definition of “accredited investor” (or “AI”) applicable to private placements under Regulation D, and the definition of “qualified institutional buyer” (or “QIB”) under Rule 144A, each under the Securities Act of 1933, as amended (the…

SEC Proposes New “Finder” Exemption Registration

October 16, 2020

In an effort to assist small businesses raise capital, on October 7, 2020, the Securities and Exchange Commission (the “SEC”) voted to propose a new limited, conditional exemption (the “Proposed Exemption”) from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for natural persons who…

The Force May Be With You: COVID-19 and Force Majeure Provisions

March 31, 2020

COVID-19 has caused major disruption to businesses, commerce and the financial markets. With the CDC and WHO projecting that the coronavirus is only in its early stages in the United States, businesses and individuals may feel the burden of the effects of COVID-19 for the foreseeable future. As the flow of goods and services continues…

Material Corporate Provisions of the CARES Act

March 30, 2020

In response to the recent outbreak of a novel coronavirus, COVID-19, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. The CARES Act provides (I) unemployment assistance, (II) limits on paid leave requirements that were established in the Families First Coronavirus Response Act…

Kleinberg Kaplan Joins Global Legal Blockchain Consortium

July 23, 2019

Premier boutique law firm Kleinberg Kaplan announced that it has joined the Global Legal Blockchain Consortium (GLBC), a group comprised of over 230 companies, law firms, software companies, and universities developing standards to govern the use of blockchain technology in the business of law. “The application of blockchain technology is transforming many industries and holds…

Felons and Bad Actors Prohibited From Using the Rule 506 Exemption

July 9, 2013

On July 10, 2013, the Securities and Exchange Commission approved final rules that disqualify securities offerings from relying on the safe harbor provided by Rule 506 of Regulation D under the Securities Act of 1933 if certain felons or other bad actors are involved in the offering. The rules were required by Section 926 of…