Private Equity

Steven E. Siesser, Chair of Lowenstein’s Private Equity practice and Co-chair of its Transactions & Advisory Group, comments in The Wall Street Journal on the rise in companies going private as private equity firms seek ways to deploy capital and the valuations of public companies are decreasing. Siesser says: “Investors are seeing value and opportunity, and they happen to have a lot of cash in their pockets.”

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security practice, stresses the need for companies to screen their client lists against government sanctions databases in light of the sanctions against Russia in CNBC’s “Small Business Playbook.” Edelman says the sanctions add to the reasons start-ups in technology and smaller companies, in general, need to have compliance programs in place, though they are less likely to have developed or updated such programs. “If the last time you screened was three years ago, I’m not sure OFAC will give you much credit,” says Edelman.

In TIME, Doreen M. Edelman, partner and Chair of Lowenstein’s Global Trade & National Security group, and senior counsel Laura Fraedrich discuss the impact of sanctions on Cuba-based organizations and businesses that have been locked out of online services such as file transfer sites, social media managers, cloud services, development apps, video calling, and education platforms. Edelman explains that the complicated trade restrictions and inconsistent history of U.S.-Cuba relations discourages U.S. companies from finding workarounds for clients located there. She says: “I’ve worked with a lot of clients over the years who take a very conservative approach and decide they don’t want to run that risk. [Startups especially are] not going to want to pay for legal fees for stuff like this, so they’ll just follow the embargo and be done with it.” Fraedrich adds that the U.S. Treasury Department’s Office of Foreign Assets has lately been more “targeted at people who are in or have been in the government; …you really wonder why we couldn’t go to something like that for Cuba to mitigate some of these secondary and tertiary effects.”

In Supply Chain Management Review, Doreen M. Edelman, partner and Chair of Lowenstein’s Global Trade & National Security practice, and Laura Fraedrich address the recent rollback of tariffs on steel and aluminum imports, and the potential impact on supply chain challenges. Edelman advises companies “to stay engaged and hands-on. Make sure paperwork and advanced CBP filings are in order. Contact everyone in the import supply chain to ensure your products are a priority known to all parties in the import chain. Ensure your classifications, markings, and country of origins representations are accurate, complete, and don’t trigger CBP questions.”

Fraedrich says that the lifting of these tariffs “will help U.S. manufacturers be more competitive in the world market while at the same time helping the EU steel and aluminum manufacturers maintain their production. The move also reinforces the Biden Administration’s vow to re-engage our allies in bilateral and multilateral negotiations on commercial issues to create a more unified front related to threats from countries such as China and Russia. This deal may be the beginning of similar deals for other countries and deeper negotiations with the EU on trade issues.”

Foreign Investment Watch interviews Doreen M. Edelman, partner and Chair of the firm’s Global Trade & National Security group and number one on the company’s Top Advisors 2021 list, about President Joe Biden’s approach to China, the latest governmental trade appointments, a possible U.S. investigation into Chinese subsidies under Section 301 of the U.S. trade law, and other government actions that target China. “One example is Section 889 of the National Defense Authorization Act, which prohibits any U.S. government agency from buying or doing business with any company that uses telecom equipment that uses components from one of the targeted Chinese companies,” Edelman says. “These are broad provisions with the focus being to ostracize China.” She adds, “I don’t think either side wants … [a trade war] because of the market implications, and Biden has pledged to be more multilateral in his approach. Let’s hope that the ongoing bilateral discussions are substantive, and the new appointees can get engaged quickly.”

Edelman continues: “U.S. business and consumers were, and are, the victims of the Section 301 tariffs. No one thought they would last this long. More tariffs would not be prudent. … The silver lining I see is that trade regulations and tariffs are now issues that senior management can take advantage of to optimize their business if they really understand their options. It is critical to every company’s growth strategy.”

Bloomberg Law includes comments by Valeska Pederson Hintz on Bill Ackman’s new “SPARC” vehicle, or special purpose acquisition rights company. Pederson Hintz says, “SPARCs might only attract a small pool of dealmakers due to financing risks." She adds, "If you’re not a super famous person like Bill Ackman, I don’t see how you convince target companies they should announce a deal with you and spend all the time negotiating it in the hopes you’re going to be able to rally all these rights holders.”

In Bisnow, Steven E. Siesser, Chair of the firm’s Private Equity group and Co-chair of its Transactions & Advisory Group, discusses the hot market for commercial real estate among brokerages, REITs, and private equity firms due to low-interest rates, rising valuations, and investors’ stockpiles of cash. Siesser says, “There's a ton of money out there, valuations are through the roof, the debt markets are wide open. There’s tremendous activity.”

Steven E. Siesser, Chair of the firm’s Private Equity practice and Co-Chair of the Transactions & Advisory Group, comments in Bloomberg Law on the Federal Trade Commission’s recent announcement that it can no longer review mergers and acquisitions within 30 days, as required by the Hart-Scott-Rodino Act; due to the high volume of deals lately, now an investigation may remain open and then subsequently be declared unlawful. “There is no indication of if and when the FTC will tell you the deal is good to go,” Siesser says. “And that leaves you in limbo, which is a real problem because it is an open-ended risk situation.” He adds that this may result in parties being less willing to close deals, requiring contractual changes to mitigate risk of possible future unwinding: “That’s a big deal and a matter of meaningful impact to M&A practitioners already looking to close mergers and acquisitions at a time when activity is so robust, and it’s just such volume in the market.”

In Foreign Investment Watch, Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, and Christian C. Contardo discuss a recent report by the Defense Critical Supply Chain Task Force and its recommendations for building U.S. supply chain resilience, including the possibility of requiring companies to disclose foreign capital they receive from adversaries. Edelman says, “I am advising companies, not just technology and defense providers, to focus on their supply chain.” Regarding the possibility of creating an inclusionary process that exempts “trusted partners” from CFIUS requirements, Edelman predicts “a formal or informal loosening of the requirements for trusted partners,” despite the fact that these relationships are always subject to “a fact specific transaction review.” Contardo observes that these recommendations “are in addition to voluntary incentive-based supply-chain security programs such as the Department of Defense Trusted Capital program, [which] matches vetted capital providers to U.S. businesses working with the DoD in key technology sectors as a way for the businesses to raise necessary funding to grow without risking investment from countries of concern to the DoD.”

Zarema A. Jaramillo, Managing Partner of Lowenstein’s Washington, D.C. office, is featured in Northern Virginia Technology Council’s (NVTC) member spotlight, where she discusses the firm’s growth and how it is serving technology clients in the Washington area. Jaramillo says, “The synergy of our core practices here in D.C. seamlessly complements the firm’s wide range of transactional work in technology, private equity, and life sciences, as well as others, and enables us to offer a multidimensional, global perspective to businesses operating around the world.” She adds that the D.C. office is rapidly growing “because we are attracting the highest caliber of attorneys who are able to collaborate in a great culture that encourages an entrepreneurial mindset. … As a woman-led office, we are focusing our efforts on making it a place where all lawyers can grow and succeed and shape their practices in a way that allows them to be all that they can be.”

In an HFM article on the increasing popularity of hybrid public/private funds, partner Benjamin Kozinn of the Investment Management group discusses how to structure these funds and their fees, as well as how to mitigate compliance risks. “One approach is to have opt-in opt-out structures where the investor elects whether they want to allocate a portion of their capital (e.g., 10%, 20%) to privates. In the opt-in/out model, whether you actually invest in privates becomes a function of how many people opted in or opted out,” Kozinn says. He adds that one common approach with these funds is to charge a lower management fee and a higher incentive fee: “Maybe you don’t have to worry about portfolio risk management every day as you would with public markets, but the costs and the complexity of private investments can be higher than public investments.” Kozinn also warns of possible MNPI (Material Nonpublic Information) issues with these structures: “If a private company you are invested in is getting bought by a public company, or it is entering into a significant commercial arrangement with a public company, the manager is potentially walking into MNPI problems if you don’t have a physical separation and appropriate information barriers between the private and public investment teams.” (subscription required to access article)

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, speaks to Foreign Investment Watch about preemptive disclosures of non­notified CFIUS transactions involving SPACs, where companies state that they will not be submitting a declaration with CFIUS unless they are requested to do so. Edelman calls this approach “a proactive, low risk way to let regulators know that the CFIUS process was not ignored or flouted.” She adds that “by making this statement to the SEC, at least it’s on record somewhere that the parties carefully reviewed the transaction for national security concerns” (subscription required to access article).

Foreign Investment Watch recently ranked Edelman as number one on its Top Advisors 2021 list of lawyers who provide legal advice concerning national security reviews of foreign investments in the United States and abroad

Lowenstein's representation of PeriGen Inc. (PeriGen), a leading provider of perinatal health care software solutions, in its sale to Halma plc is noted in the Global Legal Chronicle. The Lowenstein deal team includes Sam E. Khan, Christopher C. Henry, Rachel Ingwer, Lauren M. Troeller, Diana Kim, Kimberly E. Lomot, Megan Monson, Taryn E. Cannataro, Eric Jesse, Bryan Sterba, Matthew P. Hintz, David Toma, James C. Shehan, Edgar R. Hidalgo CIPP/US, Mark S. Heinzelmann, Emily B. Sklar, Megan Williams, Latoya Bethune, and Amanda Sewanan. View Lowenstein's news announcement about this transaction.

Ethan L. Silver, Chair of the firm's Broker-Dealer practice, comments in Law360 on the Securities & Exchange Commission’s (SEC) proposed exemptions that would allow unregistered “finders” to be compensated for private fundraising activities. Silver says that finders not subject to broker-dealer compliance regulations might be difficult to manage, while “registered broker-dealers, on the other hand, are expected to behave in compliance with regulations because of the threat of an exam, the regulator coming in and examining you, or a supervisor or manager holding you accountable for your behavior.” 

Lowenstein Sandler counsel Robert J. Menendez, Jr.'s nomination by New Jersey Governor Phil Murphy to the Board of Commissioners of the Port Authority of New York and New Jersey is noted in Law360, NJ.com, ROI-NJ, NJBIZ, NorthJersey.com, NBC New York, the Daily Record, Hudson TV, and Hudson County View. Governor Murphy’s official announcement can be read here. (subscription required to access article) View Lowenstein's news announcement about this nomination.

Jack D. Hogoboom talks to The Deal about the record-breaking number of PIPE deals closed in Q1 2021, noting “the weird ‘Robinhood effect’ where betting on stocks seems to have taken the place of betting on sporting events.” Hogoboom also discusses the influence of SPACs, where “sponsors have been able to dictate terms that would never fly in the regular market."

Zarema A. Jaramillo is featured in a recent Lowenstein video that describes the ways in which our Washington, D.C., office serves the technology community in the greater D.C. metro area. The video appears in Potomac Tech Wire, a e-newsletter that provides a daily summary of the area's most important technology news.

Nicholas San Filippo IV is interviewed on the Deep Wealth: The Sell My Business Podcast, where he discusses proven strategies for achieving successful M&A deals. San Filippo talks about common mistakes business owners make, the impact of the COVID-19 pandemic, and why trust is the currency in mergers and acquisitions. San Filippo also explains why he became an M&A lawyer: “I feel like Superman when I come in and I'm able to help entrepreneurs go from paper wealth to liquid wealth."

The arrival to Lowenstein of partners Edmund S. Cohen and Rachel Ingwer and counsel Scott Malone to the firm's Tax practice is noted in CPA Practice Advisor, General Counsel News, The Daily Docket, Law Fuel, Bloomberg Law, The American Lawyer, and the New York Law Journal. The lawyers will work closely with the firm’s Investment Management, Family Office, Private Equity, and Mergers & Acquisitions teams on sophisticated transactions and disputes. View Lowenstein's news announcement about these lawyers' arrival to the firm.

The Wall Street Journal reported on First Close Partners (tweet below from reporter Yuliya Chernova):

"Ed Zimmerman, chair of the tech practice at the law firm Lowenstein Sandler, says he texted Theresia Gouw, founding partner at Acrew Capital, in November about the idea of teaming up to invest in underrepresented fund managers.

The newly formed firm, First Close Partners, has already backed about two dozen venture funds and expects to invest in more than 60 by the end of the year, Mr. Zimmerman said. These include Avid Ventures, Base Ventures, Cleo Capital, Marcy Venture Partners and Slauson & Co., among many others. The majority of fund managers that First Close has committed to are Black and a majority are women, Mr. Zimmerman said. Some contacted First Close cold, with no prior introductions.

Founding partners in First Close also include Regina Benjamin, a former U.S. Surgeon General, as well as Josh Kopelman, co-founder of First Round Capital, and Betsy Zimmerman, partner at GrapeArbor Ventures and Mr. Zimmerman’s wife.

“We are trying to have an impact that exceeds our dollars, and also to make money with the underrepresented managers that we are backing,” Mr. Zimmerman said. “We’ve seen instances of our money being dramatically multiplied by other [limited partners] coming in, either where we introduced them or served as a reference,” he added.

He declined to state how much capital First Close Partners has in total, but said that his family is investing $1 million into it.

Well-connected people in the venture industry can act on diversifying who gets to play in the market. While there’s an aspect of social good in the effort, Mr. Zimmerman says that it’s also about financial benefit: “When a fund has been successful, it’s hard to get into fund three or fund four. Being an early backer enables you to follow on.”

In Bloomberg Wealth, partner Steven E. Siesser, Chair of Lowenstein’s Private Equity practice and Co-chair of its Transactions & Advisory Group, cautions about the unpredictable future of now-popular special purpose acquisition companies (SPACS): “Whatever stops this bull market will lay its first sights on SPACs,” he says. “They'll be the first casualty.”

In The American Lawyer, Chair and Managing Partner Gary M. Wingens discusses how the firm performed “shockingly well given what was going on in the world” in 2020. Wingens credits the firm’s investment funds, tech, life sciences, bankruptcy, and capital markets practices, in addition to engagements in venture capital and private equity. “People need lawyers as things change,” he says. Wingens is optimistic about 2021: “I do feel that we are at the beginning of a whole new economic cycle,” he says. “I think there’s going to be an enormous amount of investment activity.”

Boris Liberman's arrival to Lowenstein Sandler as a partner in the Investment Management group is noted in Bloomberg Law, General Counsel News, The Daily Docket, and Law.com (New York Law Journal). View Lowenstein's news announcement about Liberman's arrival to the firm.

On GGV Capital’s Unscripted, Ed Zimmerman, Chair and co-founder of The Tech Group and Adjunct Professor of Venture Capital at Columbia Business School, talks to GGV’s Jeff Richards about the importance of QSBS for founders, diversity on your startup’s board, the leverage shift in term sheet negotiations, and the impact of SPACs v. IPOs for VC-backed growth companies.

Benjamin Kozinn recently participated in a webinar on valuation presented by the Hedge Fund Law Report; its points are summarized in this article. Kozinn comments on valuation challenges; valuation frequency, processes, and governance; valuation committees and third-party valuation agents; and the impacts of the coronavirus pandemic on valuation. He notes that “the effect of the coronavirus pandemic has been relatively mild [on asset valuation]. … Market disruptions have been fairly short-lived. Advisers have been revisiting their valuation policies and speaking with their auditors.”

Laura Fraedrich is interviewed in Foreign Investment Watch about foreign direct investment requirements, CFIUS filings, and mitigation negotiations. Regarding the incoming administration, she says, “I anticipate that the United States will return to a more multilateral approach. … Specifically, I think we will see a return to a cooperative effort to restoring the dispute settlement arrangement at the WTO and to the negotiation of multilateral trade agreements.” Fraedrich notes that “during the past five years, the majority of mitigation agreements have related to preventing access to data or technology by the foreign investors,” and she advises companies to “carefully consider where the national security concerns may lie and determine the cost of potential mitigation arrangements when negotiating. This is because certain mitigation requirements might impact the benefit of the bargain and thus valuation. Finding this out after the deal has been struck can create a difficult situation.”

Fraedrich encourages companies to consider foreign investment and ownership implications early in the transaction: “A company organized in the United States might be a foreign entity if there is foreign ownership and control. A joint venture that is organized in a foreign country might be subject to CFIUS jurisdiction if a U.S. business has been contributed. The new rules for private equity funds are complicated, and if fund managers are not careful, a U.S.-organized fund can be a foreign person.”

Doreen M. Edelman is interviewed on the podcast FCPA Compliance Report on why every compliance professional needs to be ready to comply with CFIUS and where CFIUS may be headed under the Biden administration. Edelman urges parties to a transaction to consider‒long before closing‒any factors that could trigger CFUIS scrutiny, such as how the technology in question will be classified for exports, who are the ultimate beneficiaries, and possible exit strategies.

In an article in Tax Notes Federal discussing the Biden administration’s likely approach to trade issues, Doreen M. Edelman says she does not foresee any immediate removal of section 301 tariffs against China in the near future: “I think … [President Biden is] … going to look at them. I don’t think he’s going to come in and immediately remove them in an executive order.” Regarding the ongoing dispute between the United States and the EU about Boeing-Airbus, Edelman state that “the administration will likely push for negotiations to get ‘back on track with the EU’ as part of a move toward multilateralism.”

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, discusses in Law360 anticipated trade issues for the incoming administration, such as the digital service tax programs increasingly imposed in Europe that are stirring controversy among Silicon Valley companies. "Digital taxes will also be discussed [with the EU], and the Biden administration will want to be part of a multilateral deal," Edelman predicts. "Biden likes to make all sides appreciate the deal, which may be difficult."

Laura Fraedrich's arrival to Lowenstein Sandler's Washington, D.C., office as senior counsel in the firm's Global Trade & Policy practice is noted in Bloomberg Law, General Counsel News, The American Lawyer, and The Washington Post. View Lowenstein's news announcement about Fraedrich's arrival to the firm.

Lowenstein's news announcement, Anticipated Spike in Deal Activity in 2021 Makes Customized R&W Insurance Critical, Finds Lowenstein Sandler, is noted in Business Wire, About You, Asia Insurance Review, Benzinga, Financial Content, Insurance Daily News, Mainframe Consulting, MarketWatch, Morningstar, Seeking Alpha, StreetInsider.com, Yahoo! Finance, Pharma Trend, and Craft.

John D. “Jack” Hogoboom speaks with The Deal about the increase in PIPEs activity in the recent quarter, in general and in association with SPAC acquisitions. “In the SPAC space, the PIPE terms are incredibly issuer-favorable, reflecting the general investor frenzy over SPACs,” he says.  “What we would consider ‘normal’ terms for a PIPE, such as liquidated damages for late registration statement filing or effectiveness, are unheard of in the SPAC space.” Hogoboom adds, “Unfavorable economic terms and long lock-ups appear to be the order of the day in that market. In many cases, investors are being asked to commit to provide financing for a future acquisition that isn’t even on the horizon.”

Rossie E. Turman III explains to The American Lawyer his reasons for moving from Skadden to Lowenstein Sandler as partner and Chair of Lowenstein Sandler’s International Finance group, with seats in the firm’s Debt Finance group and The Tech Group: “If you’re trying to grow, align yourself with someone else that is trying to grow. … [I]f you’re trying to succeed, align yourself with someone else that is trying to succeed.” The article notes that Turman “will work closely with the firm’s Tech Group in representing companies based in emerging markets that have interests in the U.S.” He will lead Lowenstein’s efforts with respect to companies and funds located in and doing business with Africa. He has also actively engaged in civic endeavors and supported several charities on the African continent for nearly 30 years. 

In Westlaw Today’s story about his joining the firm, Turman says his “move to Lowenstein would facilitate building out the ‘three-legged stool’ of … [my] … practice, incorporating cross-border transactions, finance and technology.” 

Private Equity Wire, Law.com International/Middle East and Africa, Reuters, Bloomberg Law, and ROI-NJ also cover Turman’s transition to Lowenstein. (subscription required to view certain content) View Lowenstein's news announcement about Turman joining the firm.

Lowenstein’s representation of independent private equity firm NexPhase Capital, LP in the sale of Insurance Technologies, LLC to private equity firm Thomas H. Lee Partners is noted in Business Wire, Cision PR Newswire, citybizlist, TheStreet, Bloomberg Law, and the Global Legal Chronicle. The Lowenstein deal team included Christopher C. Henry, Michael Walutes, Zarema A. Jaramillo, Doreen M. Edelman, Jack Sidorov, Megan Monson, Matthew Tippy, Amanda C. Lutick, and Michael T. Melchiorre. View Lowenstein's news announcement about this transaction.

Lowenstein's representation of Traub Capital, an investment firm specializing in building value in consumer companies using its unique combination of strategic, operational, and financial expertise, in the company’s purchase of MANA Products, a premier beauty contract manufacturer based in Long Island City, New York, is noted in the Global Legal Chronicle. The Lowenstein deal team included Michael A. Brosse, Lauren M. Troeller, Lowell A. Citron, Doreen M. Edelman, Darren Goodman, Ted Hunter, Marc S. Kurzweil, Gavin J. Rooney, Jeffrey M. Shapiro, Michael Walutes, James C. Shehan, Norman W. Spindel, Daniel A. Suckerman, David Toma, Stuart S. Yusem, Abbey E. Baker, Eric Jesse, Stacey  C. Tyler, Naomi D. Barrowclough, Matthew P. Hintz, Manali Joglekar, Kimberly E. Lomot, Kathleen A. McGee, Megan Monson, Zachary L. Berliner, Christian C. Contardo, Mark S. Heinzelmann, Amanda C. Lutick, Michael T. Melchiorre, Joshua A. Rabinovits, Stephen Tanico, Jenna-Marie Tracy, Joseph Mignone, and Keith Janowitz. View Lowenstein's news announcement about this transaction.

The release of Lowenstein’s research report, Getting Paid: A Look at Representations & Warranties Insurance, by Lynda A. Bennett, partner and Chair of Lowenstein’s Insurance Recovery Group, and Eric Jesse, counsel in the group, is noted in Private Equity Wire, DealLawyers, Yahoo! News, Private Equity Professional, and the American Bar Association's Business Law Section Business Law Today newsletter. The report found while R&W policies have proliferated, a key question remains unanswered: Do insurers actually pay the claims? The answer is “yes”–with some caveats. View Lowenstein's news announcement about the report.

Doreen M. Edelman speaks to The Deal about the national security challenges raised for any American corporation buying TikTok's U.S. business. “The devil will be in all the details, and that will be something important for other companies to watch,” she says, adding that “[w]ith the Trump administration fearful that Beijing mines personal information for espionage, blackmail and stolen identities, a ban on foreign access to user data is likely.” She warns that CFIUS mitigation for this transaction may be necessary: “There will have to be separate servers, locations will not be in China, [and] there will be different policies and procedures that will affect the U.S. company.”

Doreen M. Edelman comments in Business Insider on the risks for venture capital firms under the Trump administration’s increased scrutiny of foreign investment, as illustrated by the executive order banning TikTok in this country and ordering its parent ByteDance to undo a years-old merger that led to the app's expansion around the world. "I don't feel that enough of the venture companies and the [private equity] backed companies in tech and data understand that this ... could be a real issue," she says.

She explains the broad reach of the Committee on Foreign Investment in the United States (CFIUS), which can not only review but also force changes to deals closed long ago. “There’s no time limit,” she says. There is also no requisite size for a company to come under CFIUS review. "There's no de minimis," Edelman continues. "There's no lower threshold." (subscription required to access article)

Law.com reports that mergers and acquisitions attorney Meredith Beuchaw has joined Lowenstein Sandler’s Tech Group as partner, noting that “[w]hile laterals for certain practice groups, such as life sciences and bankruptcy and restructuring, have been quite active during the pandemic, M&A attorney pickups have been less common.” Beuchaw says, “Joining the Tech Group provides the opportunity to participate in a community of lawyers who are renowned for their creative and strategic approaches to uniting visionaries and funders.” The article goes on to note that the firm “has seen significant growth in revenue and head count over the past decade ... [and has] increased revenue by a whopping 43% from its 2011 numbers.”

Beuchaw's arrival to Lowenstein is also noted in Bloomberg Law, General Counsel News, and Westlaw Today. View Lowenstein's news announcement about Beuchaw joining the firm.

Doreen M. Edelman is interviewed by Foreign Investment Watch, a publication focused on the intersection of national security and foreign investment, which recently named her one of its top ten advisors in 2020. Edelman discusses the reasons why a CFIUS review is critical for startups, private equity, and venture fund companies, and she looks at the new real estate provisions of FIRRMA, which cover “not just investment in a U.S. business with real estate but also leases, purchased land, and concessions.” She also addresses the Trusted Capital Program, a Department of Defense program that matches prescreened investors with companies working on technology or products of national security interest. Finally, Edelman looks at reporting obligations under the International Investment and Trade in Services Survey Act, which requires all U.S. businesses to file reports identifying foreign direct investment that results in a foreign entity owning or controlling 10 percent or more of a U.S. business. 

In Business Insider, Kathleen A. McGee discusses why some companies backed by venture capital or public-equity investors received small-business loans under the PPP. She explains that the rules never explicitly prohibited venture-backed startups from taking part in the program and that startups do not necessarily have access to all of their backers’ capital. “There is a misconception amongst the public that if you have a VC that you are automatically rolling in money,” she says, “And if you talk to any startup, they will tell you that is absolutely not true.”

Kathleen A. McGee is mentioned in Reuters and The New York Times in an article about companies that raised funds in 2020 through private equity or venture capital investments but that also applied for and received government relief through PPP loans during the COVID-19 pandemic. The piece notes that McGee “has advised companies that if they have cash in the bank that will sustain them for a year, then it could be a red flag for regulators later.”

Dealreporter spoke to Doreen M. Edelman about a new Treasury Department proposal that will clarify when inbound investors of U.S. critical technologies need to make a mandatory filing with CFIUS. She says this will narrow the definition of transactions covered by the Foreign Investment Risk Review Modernization Act, making it less “fuzzy” and subjective. She adds that the “same analysis that parties have used to determine whether they are subject to export controls will help them determine whether their CFIUS filings are mandatory or not.” (subscription required to access article)

Ed Zimmerman, partner and Chair of The Tech Group, is quoted in Business Insider discussing the SBA’s issuance of new rules and guidance that may retroactively disqualify many venture-backed startups from receiving small business loans as part of the federal government’s coronavirus relief effort. Zimmerman notes that some companies are already paying back funds they received in response to the new rules after being encouraged to apply for the program by Treasury Secretary Steve Mnuchin. He states that the SBA and Treasury Department have “really muddied the water” with the latest guidelines. (subscription required to access article)

In The Deal, Steven E. Siesser discusses the likely rise in bankruptcy filings for private equity-backed companies facing fiscal challenges in the wake of the COVID19 pandemic. He says, “You’ll see bankruptcies uptick in the coming months … It hasn’t really started yet. There’s a ton of relief money being paid by the government right now. Companies are still paying their employees and getting by.”

Lowenstein's representation of Veronis Suhler Stevenson in the completion of its investment (with NewSpring Health Capital) in the BRC Recovery Family of Programs is noted in the Global Legal Chronicle. The Lowenstein deal team included Steven E. Siesser, Eileen Overbaugh, Traci M. Tomaselli, Brooke A. Gillar, and Lesley P. Adamo. View Lowenstein's news announcement about this transaction.

Steven E. Siesser is quoted in FundFire’s article on how alternative investment firms are shifting gears during the pandemic; he recommends that fund managers encourage their teams to keep their focus on maintaining relationships and business plans. He says, “Nobody wants to slow down and not work. … Sitting at home doing nothing would create more anxiety.” (subscription required to access article)

Doreen M. Edelman is quoted in The Wall Street Journal’s article on calls to delay or roll back tariffs during the COVID-19 pandemic, which are currently being determined on a case-by-case basis. She notes: “Having a tariff that is intended to punish China, but is being paid for by middle-America consumers who may currently be out of work, seems unfair at best and counterproductive.” (subscription required to access article)

Business Insider includes comments by Steven E. Siesser on the effect of the coronavirus on private equity investments in the leisure and hospitality industries. He says, "I think it's premature for anybody ... to say it's going to be a loss,” noting that the economy will rebound and people will start attending live events again.

The arrival of former U.S. Treasury national security lawyer Christian C. Contardo to Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C., office is noted in Bloomberg Law, Washington Business Journal, General Counsel News, The Washington Post, Reuters, and The Deal. Contardo has over a decade of experience in federal agencies such the Department of Homeland Security, Immigration and Customs Enforcement, and Treasury, including with the Office of Foreign Assets Control (OFAC) and the Committee on Foreign Investment in the United States (CFIUS). 

In Tax Notes, Doreen M. Edelman comments on requests made by U.S. trade groups asking the Trump administration to remove section 301 tariffs in light of the financial uncertainty surrounding the coronavirus pandemic; she notes that exclusions alone may not be sufficient to help U.S. businesses. “These tariffs were intended to hurt China, but trade policy experts knew when the announcement was made that the administration was mixing apples and oranges," she says. "The companies were to 'take one for the team' and take the long view that the policy to alienate China was a good policy. The effect of the virus on retail companies will put the icing on the cake for retail companies.”

In Corporate Counsel (February 25, 2020), Doreen M. Edelman, Chair of Lowenstein’s Global Trade & National Security group, discusses why GCs of financial services companies focused on cryptocurrency, payment systems, mobile banking, and insurance-related technologies need to understand the new changes in regulations governing reviews by the Committee on Foreign Investment in the United States [CFIUS] of foreign investment transactions. She says, “This is such an expanded group of companies because the way CFIUS looks at this now is like this is an episode of ‘Homeland,’” adding that “something else GCs ought to know is that the risk may be bigger for the buyer than the seller. It depends on how the agreement is written and what the investment is.” Edelman adds, “Also, there is no de minimis on this. If it is a $3 million investment, you still have to consider CFIUS.” She remarks that if she were an in-house lawyer, “I would want to have [the transaction] reviewed initially and get something in writing that I had someone review it and tell me what my risks are if I don’t file, or why I don’t need to file [for a CFIUS review] in case the government comes knocking on the door later.” Furthermore, another Corporate Counsel article (March 10, 2020) by global trade lawyers from Kirkland & Ellis references Edelman and Abbey E. Baker’s piece, “Did ‘Silicon Valley’ Get CFIUS Right? Can It Really Ruin Everything?,” where they observe how the HBO show’s writers misunderstood how CFIUS actually functions.

Benjamin Kozinn comments on the proposed changes to the definition of “accredited investor” put forward by the Securities and Exchange Commission and possible implications–if any–for private funds, in the Hedge Fund Law Report and the Private Equity Law Report. (subscription required to access certain content)

PE Hub, Opalesque, Markets Media, MarketScreener.com, TMCNet.com, and the Global Legal Chronicle note Lowenstein Sandler’s representation of ACA Compliance Group, a leading global provider of governance, risk, and compliance advisory services and technology solutions, in the sale of its NorthPoint product suite and technology consulting practice to Credit Suisse Asset Management's NEXT Investors, a leading fintech growth equity group. The Lowenstein deal team included Michael A. Brosse, Eric Swartz, Michael T. Melchiorre, Michael Walutes, Nicholas G. Mehler, Megan Monson, and Taryn E. Cannataro. (subscription required to view certain content) View Lowenstein's news announcement about this transaction.

AltAssets and GlobeNewswire report on Lowenstein’s representation of One Inc. in the company’s recapitalization led by Great Hill Partners. The Lowenstein deal team included Kathi A. Rawnsley, Darren Goodman, Brian A. Silikovitz, Megan Monson, Chandra K. Shih, Sarah Gore, Christopher T. Pham, Kristin V. Taylor, and Chad M. P. Weeks.

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, addresses the risks for U.S. dealmakers posed by the new rules implemented by the Committee on Foreign Investment (CFIUS) in an article in The Deal. The February 13^th implementation of the Foreign Investment Risk Review Modernization Act, or FIRRMA, extends the authority of the Committee in ways that will impact “[t]ech startups, private equity firms, hedge funds, C-suite executives and other stakeholders,” says Edelman, warning that “transactions could be jeopardized if parties don’t fully understand the new regulatory regime adopted by the Treasury Department, which oversees the nine-member government panel.” She adds that stakeholders must carefully classify their products and technologies; in “some cases, tech companies may not realize they have Chinese investment that could attract the committee’s attention or may wrongly assume that a small stake isn’t a concern.”

Max Karpel is interviewed in the Hedge Fund Law Report discussing his experience working with family offices as well as with established and startup hedge fund managers in forming and launching new funds.

Lowenstein’s role representing independent private equity firm NexPhase Capital, LP in its newly announced strategic partnership with DealerOn, Inc., a leading website and digital marketing company serving the retail automotive industry, was mentioned in citybizlist, Automotive News, The Banks Report, Cision PR Newswire, and AutoSuccess. The Lowenstein deal team included Christopher C. Henry, Andrew P. Erdmann, Alexander Brooks, Matt Savare, Theodore C. Sica, Michael Walutes, Julie Levinson Werner, Eric Jesse, Megan Monson, Bianka V. Barraza, Chelsea P. Ferrette, Carly S. Penner, Bryan Sterba, Matthew Tippy, Vikram Paul, and Serena Ward. View Lowenstein's news announcement about this transaction.

Ed Zimmerman’s comments are featured in The New York Times, Reuters, Deal Street Asia, and Business News World in an article on market conditions for mergers, acquisitions, and financing for late-stage startups and tech growth companies in the wake of WeWork’s failed IPO. Zimmerman, Chair of Lowenstein’s Tech Group, observes that overfunded growth companies could clog the market for venture-backed M&A: "How do you buy a company with $400 million or $800 million of liquidation preference for under a billion dollars?” (subscription required to access The New York Times article)

Doreen M. Edelman contributes her 2020 predictions on potential legal issues in international trade in Law360. She notes that the Commerce Department has still not developed guidance on a rule, announced in 2018, on which “emerging and foundational technologies” are subject to export controls. She warns that, to date, many owners and developers of, and investors, in technology such as artificial intelligence, 3-D printing, quantum computing, and robotics “have not focused on export control requirements for these technologies. … Thus, these companies must quickly learn when export controls apply” to them to ensure compliance. (subscription required to access article)

Lowenstein’s role representing Arotech Corporation (ARTX) in its agreement to be acquired for approximately $80.8 million is mentioned in The Deal, Law360 (September 23, 2019; September 27, 2019), the Global Legal Chronicle, GlobeNewswire, Crain's Detroit Business, Yahoo Finance, and Nasdaq. The Lowenstein deal team included Steven M. Skolnick, Alan Wovsaniker, Kate Basmagian, Elisia M. Klinka, and Mitchell McDonald. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Max Karpel's arrival at Lowenstein as a partner in the Investment Management group is noted in Bloomberg Law – Big Law Business, General Counsel News, NJBIZ, Reuters, and The Deal. (subscription required to access certain content) View Lowenstein’s news announcement about Karpel joining the firm.

Lowenstein's representation of NexPhase Capital, LP in its agreement to sell Flexible Architecture & Simplified Technology, LLC, to Verisk Analytics, Inc., is noted in Cision PR Newswire, Law360, Bloomberg Law – Big Law Business, TMCNet.com, and the Global Legal Chronicle. Law360 specifically mentions Christopher C. Henry, Michael Walutes, and Kimber Hargrove. The Lowenstein deal team included Christopher C. Henry, Zarema A Jaramillo, Marc S Kurzweil, Jack Sidorov, Michael Walutes, Julie Levinson Werner, Bianka V. Barraza, Bettina C. Elstroth, Katie R. Glynn, Kimber Hargrove, Amanda C. Lutick, Stefanie Manna, and Megan Monson. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Lowenstein's representation of Crimson Investment, a global private equity firm headquartered in San Francisco, in the sale of Milton Industries, Inc. to Levine Leichtman Capital Partners, a Los Angeles-based private equity firm, is highlighted in the Global Legal Chronicle. The Lowenstein deal team included Christopher C. Henry, Theodore C. Sica, Brian A. Silikovitz, Mark S. Heinzelmann, Lauren E. Killeen, Sophia Mokotoff, Megan Monson, Nick Samedi, and Jacob D. Unger. View Lowenstein's news announcement about this transaction.

Lowenstein's representation of ACV Auctions in its $150 million late-stage venture capital financing is noted in the Global Legal Chronicle. The Lowenstein team included Anthony O. Pergola, Dotan Barnea, Joon Hwan Kim, and Cecily Larison. View Lowenstein's news announcement about this transaction.

Lowenstein Sandler's representation of ZMC in its investment in CommentSold, Inc. is noted in The PE Hub Network, Business Wire, Financial News, and the Global Legal Chronicle. The Lowenstein team included Steven E. Siesser, Lesley P. Adamo, Elisia M. Klinka, Darren Goodman, Julie Levinson Werner, Anita L. Chapdelaine, Nicole Rae Morales, Nicole Stefanelli, Megan Monson, Eric Jesse, Sophia Mokotoff, Carly S. Penner, Bryan Sterba, Manali Joglekar, Mark P. Kesslen, Daniel A. Suckerman, Kimberly E. Lomot, and Doreen M. Edelman. View Lowenstein's news announcement about this transaction.

Lowenstein's representation of MKG, Pink Sparrow, and Maneesh K. Goyal, the founder and chairman of both companies, in those entities’ acquisition by Acceleration Community of Companies is noted in The Hollywood Reporter, Business Wire, the Valdosta Daily Times, the Global Legal Chronicle, PR Week and citybizlist. The Lowenstein deal team included Steven E. Siesser, Traci M. Tomaselli, Lesley P. Adamo, Nicole Stefanelli, Madeline Roe, Sophia Mokotoff, and Megan Monson.

Lowenstein's representation of W2O, the leading independent provider of analytics-driven, digital-first marketing communications to the health care sector, in the acquisition of Arcus Medica, a recognized leader in medical and scientific communications, highlighted in the Global Legal Chronicle. The Lowenstein deal team included David L. Goret, Marita A. Makinen, Andrew P. Erdmann, Matthew Tippy, Eugene R. Cheval, Tracy F. Buffer, Michael Walutes, Sophia Mokotoff, Megan Monson, Matt Savare, Bryan Sterba, Mary J. Hildebrand, Manali Joglekar, Carly S. Penner, Amy Komoroski Wiwi, and James C. Shehan. View Lowenstein's news announcement about this transaction.

Lowenstein’s representation of NexPhase Capital in its investment in Popcornopolis was reported in Business Wire, the Valdosta Daily Times, Bloomberg Law – Big Law Business, The Tullahoma Tennessee News, Mergers & Acquisitions, and the Global Legal Chronicle. The Lowenstein team included Christopher C. Henry, Michael Walutes, Matt Savare, Vanessa A. Ignacio, Julie Levinson Werner, James C. Shehan, Eric Jesse, Sabrina Cua, Bryan Sterba, Megan Monson, and Lauren M. Troeller. View Lowenstein's news announcement about this transaction.

TCG Capital Management’s $83 million investment in Lowenstein client Food52 by was reported by The Wall Street Journal, Vox, Yahoo! Finance, Cision PR Newswire, The Big Lead, TMCNet.com, The PE Hub Network, Bloomberg Law – Big Law Business, Markets Insider, Morningstar, benzinga, StreetInsider.com, Financial Content, Law360, IT News Online, and the Global Legal Chronicle. (The Lowenstein Sandler deal team was led by deal lawyers Ed Zimmerman and Alex D. Leibowitz, with tax support from Brian A. Silikovitz and James E. Gregory (executive compensation). The Lowenstein attorneys on the team were Robert W. Lynn, Pooja Patel, Elias Kwon, Bianka V. Barraza, and Matthew J. Moisan, with subject matter expertise from Sophia S. Mokotoff (tax), Megan Monson (executive compensation), Leah Satlin (commercial contracts), Taryn E. Cannataro (executive compensation), and Eric Jesse (insurance). View Lowenstein's news announcement about this transaction.

Herschel S. Weinstein provided legal counsel to Hildred Capital Management, LLC as co-counsel in its recapitalization of DermCare Management, LLC with Gemini Investors; the transaction was mentioned in the Valdosta Daily Times, Business Wire, ABL Advisor, and the Global Legal Chronicle.

The transition of leadership of Lowenstein Sandler’s D.C. office to Antitrust/Competition partner Zarema A. Jaramillo was covered in Bloomberg Law – Big Law Business, General Counsel News, The Hill, The Deal, and The Washington Post. Jaramillo is set to take over on January 1, 2020, from Jeffrey Blumenfeld, who founded the D.C. office in 2014 and will remain Co-chair of the firm’s Antitrust/Competition practice.

Steven S. Rogers' arrival at Lowenstein as a partner in the Transactions & Advisory Group is noted in Bloomberg Law – Big Law Business.

Benjamin Kozinn discusses the Securities Exchange Commission’s Regulatory Flexibility Agenda and addresses essential takeaways for private fund managers in the Private Equity Law Report.

Benjamin Kozinn evaluates lessons learned by Chief Compliance Officers (CCOs) through recent SEC enforcement actions and the significance of fund managers offering sufficient support to CCOs and compliance programs, in the Private Equity Law Report.

Longtime firm client Tower International's (NYSE: TOWR) acquisition by private equity-owned Autokiniton Global Group, in a $900 million deal expected to close in September or October, is reported in Crain's Detroit Business, The PE Hub Network, Automotive News, InvestorsHub, Law360, Smart Business Dealmakers, Mergers & Acquisitions, and the Global Legal Chronicle. (Lowenstein deal team: Peter H. Ehrenberg, Andrew E. Graw, Lowell A. Citron, Marita A. Makinen, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Elisia M. Klinka, Justin Gindi, Kate Basmagian, Daniel C. Porco, Matthew A. Weston, Erica Perlmutter, Robert Bee, Sabrina Cua, Brian A. Silikovitz, Kristin V. Taylor, Katie R. Glynn, Nicholas G. Mehler, Doreen M. Edelman, Lynda A. Bennett, Megan Monson, Michael B. Himmel, and Norman W. Spindel) View Lowenstein’s news announcement about this transaction.

Lowenstein Sandler’s role as legal counsel to Aceto Corporation in its Chapter 11 bankruptcy filing and in the proposed $338 million sale of its chemical business assets to New Mountain Capital is highlighted in Bankrupt Company News, MarketWatch, GlobeNewswire, Markets Insider, StreetInsider.com, EIN Presswire, MarketScreener.com, and the Global Legal Chronicle (May 20, 2019; June 22, 2019). The firm’s role as legal counsel in Aceto’s sale of subsidiary Rising Pharmaceuticals, Inc. is noted in The Associated Press, MarketScreener.com, and the Global Legal Chronicle. (Lowenstein team: Kenneth A. Rosen, Steven E. Siesser, Paul Kizel, Michael S. Etkin, Jeffrey Cohen, Wojciech F. Jung, Philip J. Gross, Michael Savetsky, and Michael Papandrea.) (subscription required to view certain content) View Lowenstein’s news announcements about this representation: March 18, 2019; May 13, 2019.

Lowenstein Sandler’s VentureCrushParis is featured in Forbes. The article discusses the vast differences in raising venture capital in Europe versus the United States, noting a valuation gap and quoting Dataiku’s CEO and co-founder Florian Douetteau. VentureCrush brings together founders and venture capitalists that allow startups to build the right network and gain visibility within the industry. Learn more about our upcoming VentureCrush events here.

Morningstar Inc., Yahoo Finance, BioSpace, Cision PR Newswire, Chain Drug Review, and the Global Legal Chronicle note Lowenstein Sandler as counsel to Crown Laboratories, Inc. and Hildred Capital Partners LLC in Crown’s acquisition of the North American distribution rights to Keri from GlaxoSmithKline plc (NYSE: GSK). (Lowenstein deal team: Herschel S. Weinstein, Sam E. Khan, Mitchell McDonald, James C. Shehan, Matthew P. Hintz, Michael A. Buxbaum, Matthew Tippy, Erica Perlmutter, Jeffrey M. Shapiro, and Jack Sidorov.) View Lowenstein’s news announcement about this transaction.

Mondaq News, Retail Dive, The PE Hub Network, StreetInsider.com, and the Global Legal Chronicle cover news of Lowenstein client Ethoca’s acquisition by Mastercard. (The Lowenstein deal team included: Steven E. Siesser, Traci M. Tomaselli, Anthony O. Pergola, Lesley P. Adamo, Jeffrey Blumenfeld, Jeffrey M. Shapiro, Jack Sidorov, Michael J. Mueller, Darren Goodman, Megan Monson, Gina M. Seong, James McDonough, Sophia Mokotoff, Erica Perlmutter, and Lauren Killeen.) View Lowenstein’s news announcement about this transaction.

Lowenstein Sandler’s role as legal counsel to Medalist Partners, LP in its acquisition of a majority stake in JMP Credit Advisors LLC was mentioned in SCNow, Finger Lakes Times, The Financial Times, Business Wire, Bakersfield.com, MarketScreener.com, and the Global Legal Chronicle. (Lowenstein deal team: Edward S. Nadel, Christopher C. Henry, Jonathan C. Wishnia, Julie Levinson Werner, and Robert J. Menendez). View Lowenstein’s news announcement about this transaction.

Lowenstein Sandler’s representation of Abry Partners in its convertible preferred equity investment in PowerFleet, Inc., the new global IoT company to be formed by the acquisition of Pointer Telocation Ltd. by I.D. Systems, Inc., was mentioned in ROI-NJ, Law360, The PE Hub Network, StreetInsider.com and the Global Legal Chronicle. (Lowenstein deal team: Steven E. Siesser, Brooke A. Gillar, Kate Basmagian, and Matthew A. Weston.) View Lowenstein’s news announcement about this transaction.

Lowenstein’s 2019 promotion of seven lawyers to partner and six to counsel (including three women in each category) is noted in Bloomberg Law – Big Law Business. These promotions are also highlighted in LawFuel, The Deal, and the Commerce and Industry Association of New Jersey’s (CIANJ) Business Beat newsletter, with Lesley P. Adamo, Dmitry Andreev, Marc S. Kurzweil, James B. O’Grady, Eileen Overbaugh, Peter Slocum, and Julie Levinson Werner highlighted as newly elected partners and Brandon Fierro, Joseph G. Jones, Robert Lynn, Brianne Perlman, Nedda N. Salehi, and Leah Satlin listed as promoted to counsel. Gary M. Wingens is quoted regarding the critical role these lawyers will play in the firm’s continued success. Law360 notes our partner elevations in an article highlighting firms' Q1 promotions. (subscription required to access certain content) View Lowenstein’s news announcement about these promotions.

The growth of Lowenstein’s White Collar Criminal Defense and Capital Markets Litigation practices with the arrival of new partners Rachel Maimin and H. Gregory Baker is highlighted in The New York Times, Law360 (April 1, 2019; April 29, 2019),  NJBIZ, Securities Docket, Law.com, Global Investigations Review, Bloomberg Law – Big Law Business, Reuters, The Deal, and the Commerce and Industry Association of New Jersey’s (CIANJ) Business Beat newsletter. Several of the articles note the new partners’ previous high-profile government experience: Maimin as part of the Southern District of New York team that investigated and prosecuted President Donald Trump’s former personal attorney Michael Cohen, and Baker’s extensive investigative work with the Department of Justice, the Federal Bureau of Investigation, the Internal Revenue Service, and other federal agencies. (subscription required to access certain content).

The American Lawyer features Lowenstein Sandler’s recent “lateral hiring spree of government lawyers and prosecutors” in an article on the arrival of new partners and former government litigators Rachel Maimin and Greg Baker. Both Maimin, former SDNY assistant U.S. attorney, and Baker, former senior counsel at the U.S. Securities & Exchange Commission, praised Lowenstein’s “commitment to growing its white-collar practice,” in addition to the strength of its investment management and funds practice, as critical elements attracting them to the firm. 

The piece notes that since former Attorney General of New Jersey Anne M. Milgram joined the firm in July 2017 as special counsel and former Attorney General of New Jersey Christopher Porrino returned to the firm in 2018, Lowenstein has welcomed several former prosecutors and government lawyers. The firm’s Litigation team now includes former First Assistant Attorney General of New Jersey Peter Slocum; former Assistant U.S. Attorney, Eastern District of New York Ryan M. Wilson; former Assistant U.S. Attorney, Southern District of New York Elie Honig; and former Deputy Attorney General of New Jersey Shontae D. Gray. 

Porrino, Chair of the firm’s Litigation group, says that “he expected the firm’s ‘talent binge’ to continue. … ‘We’re focused on talent and we’re focused on experience and I think Rachel and Greg are great examples of that.’” (This article also appeared in the New Jersey Law Journal and on Yahoo! Finance and Yahoo! News.) (subscription required to access certain content) View Lowenstein’s news announcement about Maimin and Baker joining the firm.

Lowenstein’s representation of Dataiku its $101 million Series C funding round is profiled in the Global Legal Chronicle. The write-up notes the Lowenstein team: Ed Zimmerman, Evan M. Bienstock, Dotan Barnea, and Laura Cicirelli. View Lowenstein’s news announcement about this representation.

Steven E. Siesser is quoted in Noisey, a VICE Media property, discussing the financial problems that bankrupted Hard Rock Park nearly 10 years ago. The article examines investor behavior during the pre-crisis credit boom, noting that riskier investments occur when a market is overvalued. Siesser describes investor behavior during this time as a feeding frenzy. “It's like fishing for mahi-mahi,” he said. “One comes along, then all their friends arrive, and pretty soon they're hitting a bare hook and you can pull 30 of them out of the water in the space of 30 minutes.”

The PE Hub Network, The Deal, and Law360 (December 12, 2018; January 24, 2019) note Lowenstein Sandler as lead counsel to Cerberus Capital Management, L.P. in its acquisition of Sparton Corporation (NYSE: SPA). (Lowenstein deal team: Marita A. Makinen, Robert G. Minion, Jeffrey Blumenfeld, Mary J. Hildebrand, Nicholas G. Mehler, Christine Osvald-Mruz, Matt Savare, Jeffrey M. Shapiro, James C. Shehan, Michael Walutes, Jack Sidorov, Norman W. Spindel, Stuart S. Yusem, Manali Joglekar, Sabrina Cua, Allison Gabala, Megan Monson, Alex H. Rosenthal, Bryan Sterba, Matthew Tippy, Lauren E. Killeen, and Lauren M. Troeller.) (subscription required to view certain content) View Lowenstein’s news announcement about this transaction.

Valeska Pederson Hintz is quoted in Forbes in which she discusses Slack, a work-messaging tech unicorn, and the company’s plan to forego a traditional initial public offering (IPO) in favor of a direct listing this year. The article describes this as an unconventional move that could encourage other tech unicorn companies to consider a direct listing in lieu of an IPO, though this isn’t likely to become a mainstream trend. Pederson Hintz suggests that large tech unicorns are uniquely positioned to take advantage of a direct listing for their market debut because they are often well-capitalized and have brand recognition (Wealth Daily also quotes Pederson Hintz on this point). She states that direct listings are faster and cheaper than traditional IPOs. (subscription required to access article)

Lowenstein Sandler is noted as lead counsel to Vesey Street Capital Partners, LLC (VSCP) in their recapitalization of Elite Body Sculpture as published in The PE Hub Network, Cision PR Newswire, and The Business Journals (Lowenstein deal team: Marc B. Kramer, Brooke A. Gillar, Steven E. Siesser, Lowell A. Citron, Michael Walutes, Lesley P. Adamo, Eileen Overbaugh, Elisia M. Klinka, Nicholas Gonski, Darren Goodman, Megan Monson, Eric Jesse, Alanna Sandoval, Jeffrey M. Shapiro, Jack Sidorov, Mark P. Kesslen, Paul M. Krueger, Michael A. Buxbaum, Norman W. Spindel, Mary J. Hildebrand, Bryan Sterba, Manali Joglekar, and Stuart S. Yusem.)

Steven E. Siesser is quoted in Global Capital's Review of the Year 2018 and Outlook 2019 report that discusses how the leveraged finance market increased the business of capital market banks in 2018. The report analyzes the lending guidelines issued by the European Central Bank and the evolving “leveraged lending guidance” from the Office of the Comptroller of Currency to predict what it could mean for the market in 2019. Siesser states that some banks are trying to be cautious with deals but notes that there is no shortage of money for sponsors.

StreetInsider.com, The Deal, citybizlist, The PE Hub Network (October 15, 2018; December 18, 2018), MarketWatch, Law360, Global Legal Chronicle, and Business Wire note Lowenstein Sandler as counsel to Cambium Learning Group, Inc. in its $900 million definitive merger agreement with Veritas Capital. (Lowenstein deal team: Steven E. Siesser, Elisia M. Klinka, Brooke A. Gillar, Michael J. Mueller, Lauren M. Troeller, Bianka V. Barraza, Lowell A. Citron, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Steven M. Skolnick, Kate Basmagian, Scott Siegel, Lesley P. Adamo, Sophia Mokotoff, Darren Goodman, Megan Monson, Katie R. Glynn, David W. Field, Michael A. Kaplan, Eric Jesse, Nicholas G. Mehler, Steven M. Hecht, Sean Collier, Edward J. Hunter, Zarema A. Jaramillo, Andrew David Behlmann, and Gina M. Seong.) (subscription required to access certain content) View Lowenstein’s news announcement about this transaction.

Business Wire, MarketWatch, Pharmaceutical Business Review, Cosmetics Technology, ABF Journal, Cision PR Newswire, and the Tullahoma News note Lowenstein Sandler as counsel to Crown Laboratories, Inc. (Crown Laboratories) and Hildred Capital Partners, LLC in Crown Laboratories’ acquisition of the North American distribution rights of five OTC consumer brands from GlaxoSmithKline plc (NYSE: GSK). (Lowenstein deal team: Herschel S. Weinstein, Sam E. Khan, Mitchell McDonald, Sunita Patel, James C. Shehan, Matthew P. Hintz, Sofia Kopelevich, Michael A. Buxbaum, Nicholas Gonski, Matthew Tippy, Jeffrey M. Shapiro, and Jack Sidorov. View Lowenstein’s news announcement about this transaction.

Benjamin Kozinn points to a confluence of issues present in a cracked economy which led to the 2008 global financial crisis in an interview with the Hedge Fund Law Report. In the first of a two-part series, Kozinn provides an insider’s assessment of the crisis—the causes, the role that hedge funds played, and the regulatory changes in its aftermath (including passage of the Dodd-Frank Act)—and the new focus on counterparty risk. Kozinn also provides insight into the evolution of hedge fund managers as a result of the crisis and the issues behind increased levels of scrutiny. In part two of the series, Kozinn discusses the growing importance of chief compliance and chief operating officers since 2008, growing institutionalization and scrutiny of the hedge fund business, and factors behind a 2018 decrease in fund launches. In addition, Kozinn looks at the state of financial regulation and why the next downturn will reinvigorate hedge funds and spur a search for fresh talent.

The Washington Post, The American Lawyer, Global Trade Review, Bloomberg Law – Big Law Business, Law360, The National Law Journal, the New Jersey Law Journal, International Trade Today, The Deal, TXF, and citybizlist highlight the launch of Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C. office and the arrival of Doreen M. Edelman (practice chair), Abbey E. Baker, Andrew Bisbas, and Megan C. Bodie. The Global Trade & Policy practice will provide U.S.-based clients, foreign clients, and foreign-owned U.S. companies with compliance and policy development services. Areas of emphasis will include import tariffs and classifications, OFAC regulations and sanctions, CFIUS review protocols, and export controls. (subscription required to access certain content)

Reuters, Axios, The PE Hub Network, Food Processing Technology (October 31, 2018; November 2, 2018), Global Legal Chronicle, and just-food.com note Lowenstein Sandler as counsel to Traub Capital LLC in its acquisition of Signature Brands from The Hero Group. (Lowenstein deal team: Michael A. Brosse, Michael J. Mueller, Sabrina Cua, Justin Gindi, Lowell A. Citron, Theodore C. Sica, Nicholas Gonski, Michael Walutes, Nicholas G. Mehler, Matthew P. Hintz, Sofia Kopelevich, Darren Goodman, Megan Monson, Eric Jesse, James C. Shehan, Stuart S. Yusem, and Mitchell McDonald.) View Lowenstein’s news announcement about this transaction.

Business Wire, Compelo Ltd., and citybizlist note Lowenstein Sandler as legal counsel to Crown Laboratories, Inc. and Hildred Capital Partners, LLC in Crown's acquisition of Bellus Medical, which will become the new Aesthetics Division of Crown Laboratories. (Lowenstein deal team led by Sam E. Khan and Herschel S. Weinstein.)

Capacity Media,The PE Hub Network, Fiber Optics Online, TMCNet.com, PR Newswire (May 30, 2018; September 4, 2018), and TeleGeography note Lowenstein Sandler’s representation of Hudson Fiber Network, portfolio company of Tiger Infrastructure Partners, in its all-cash merger agreement with ExteNet Systems, Inc. (Lowenstein deal team: Michael A. Brosse, Eric Swartz, Justin Gindi, David Leit, Michael Walutes, Megan Monson, Darren Goodman, Alexandra S. Droz, Eric Jesse, Lesley P. Adamo, and Marc S. Kurzweil.)

The Global Legal Chronicle notes Lowenstein Sandler's representation of Regulatory Professionals, Inc. (RPI) in its acquisition by Premier Research. The write-up lists the Lowenstein team: Steven E. Siesser, Lowell A. Citron, Brooke A. Gillar, Lesley P. Adamo, Eric Jesse, Alexander Brooks, Sophia Mokotoff, Megan Monson, Matthew A. Nemeth, and Sami Najib. View Lowenstein’s news announcement about this transaction.

The PE Hub Network, Cision PR Newswire, and FierceBiotech note Lowenstein Sandler as counsel to Regulatory Professionals, Inc. (RPI) in its acquisition by Premier Research. View Lowenstein’s news announcement about this transaction.

The PE Hub Network and Mergers & Acquisitions note Lowenstein Sandler as counsel to NexPhase Capital, LP in its equity stake investment in Brandt Information Services, LLC.

The Global Legal Chronicle notes Lowenstein Sandler’s representation of Integral Ad Science in an article discussing Vista Equity Partners’ majority-stake acquisition of the company. The article notes that the Lowenstein deal team was led by Raymond P. Thek and included Peter H. Ehrenberg, Ed Zimmerman, Colin J. Kirby, Shimite Obialo, Sarah Gore, Elias Kwon, Alex Galev, Christina Lee, and Kristen Nicol, as well as support from specialists in Tax: Brian A. Silikovitz and Sophia Mokotoff; Employee Benefits & Executive Compensation: James E. Gregory, Darren Goodman, Megan Monson, and Eric Margulies; Intellectual Property Litigation: Mark P. Kesslen and Lisa A. Harvey; Antitrust & Trade Regulation: Zarema A. Jaramillo; and Privacy & Cybersecurity: Mary J. Hildebrand. View Lowenstein’s news announcement about this transaction.

The Washington Post quotes Jeffrey Blumenfeld in an article discussing the implications of the Supreme Court’s decision to leave in place a ruling that allows American Express to enact “anti- steering provisions” on merchants who accept its credit cards. Blumenfeld notes that, since this decision will not change how American Express interacts with merchants, it’s an open question whether it will have an effect on merchants’ pricing.

The Hedge Fund Law Report conducts an in-depth interview with Peter D. Greene regarding the GDPR’s impact on private funds’ use of alternative data. Issues addressed include how the GDPR might affect how funds buy and use alternative data; how the GDPR may impact funds’ internal generation or gathering of alternative data; funds’ due diligence in data vendor selection; and immediate steps funds can take to ensure GDPR compliance. 

Bloomberg Law – Big Law Business, The Deal, and the ABF Journal note Ryan M. Wilson’s return to Lowenstein, now as partner in the Capital Markets Litigation and White Collar Criminal Defense practices, following his tenure as an Assistant U.S. Attorney on President Obama’s Residential Mortgage-Backed Securities (RMBS) Task Force in the U.S. Attorney’s Office for the Eastern District of New York. The ABF Journal quotes Zachary D. Rosenbaum on how Wilson's rejoining the firm augments Lowenstein's capabilities and highlights the firm's continued success at attracting prominent, accomplished former prosecutors and trial lawyers.

MarTech Series, Markets Insider, 4-traders.com, The PE Hub Network and citybizlist highlight Lowenstein Sandler as legal counsel to global software company Integral Ad Science in its majority-stake acquisition by leading private equity firm Vista Equity Partners.

Cosmetics Technology and Business Wire note Lowenstein Sandler as legal counsel to New Mountain Capital and portfolio company Topix Pharmaceuticals, Inc., in their acquisition of DERMA E. (Lowenstein deal team: Marita A. Makinen, David L. Goret, Matt Savare, Michael Walutes, Darren Goodman, Eric Jesse, Manali Joglekar, Marc S. Kurzweil, Kimberly E. Lomot, Justin Gindi, Tim Janas, Megan Monson, Leah Satlin, and Jacob D. Unger.)

The PE Hub Network notes Lowenstein Sandler as legal counsel to Fenway Partners and affiliated investors in those entities' acquisition of Iconic Group.

Law360 quotes Ed Zimmerman on the pent-up demand for IPOs by an increasing number of venture-backed technology companies. (subscription required to access article)

Law360 quotes Lawrence M. Rolnick regarding a decision by the Delaware Chancery Court ordering Kindred Healthcare Inc. to extend or delay a stockholder vote on its proposed $4.1 billion sale to a consortium consisting of Humana Inc. and two private equity firms. Lowenstein represents Brigade Capital Management LP, an activist investor opposed to the deal.

In a three-part article, the Hedge Fund Law Report quotes Peter D. Greene and Benjamin Kozinn regarding fund managers’ collection (often through vendors) and use of big data, liability risks associated with acquisition and use of material nonpublic information, and data privacy issues surrounding access to and use of personally identifiable information.

Technical.ly Philly includes Brittany T. Esser in an exclusive list of 14 lawyers deemed to be made in the mold of Steve Goodman, a Philadelphia lawyer whose longtime dedication to representing technology and emerging growth companies earned him the moniker, “the godfather of Philadelphia startups.” Esser’s listing notes that she was deeply involved in Philadelphia’s startup community, including by helping to organize Philly New Technology Meetup and by working for Robin Hood Ventures, a leading angel investment group.

Steven M. Hecht comments in Law360 regarding the impact the Delaware Supreme Court's impending ruling in the DFC Global case will have on appraisal actions.