Ben is regarded for his technical knowledge and expertise associated with an array of transactional matters including mergers and acquisitions, formation and operation of private investment funds, public and private securities offerings. and general corporate governance matters. He is experienced in advising clients through launching and growing their businesses while operating effectively and thoughtfully within the relevant regulatory landscape. He is devoted to the success of his clients, consistently striving to deliver practical, solution-focused judgment and market knowledge in order to provide clients with the highest quality legal service.
Ben has experience representing an extensive list of transactional participants which includes sponsors and managers of private investment funds, publicly-held companies, real estate developers, middle-market and family-owned businesses, venture-backed startups and investors of various stripes ranging from large institutions to high net worth individuals.
Ben is also a member of the firm’s Diversity, Equity & Inclusion Steering Committee.
Private Placement Offerings
Represented issuers in private placement offerings in various contexts, ranging from start-up companies in venture capital investment transactions, companies receiving strategic investments from institutional investors, syndicated offerings for real estate development companies involved in various types of real estate developments (including multifamily housing and self-storage developments) as well as securities offerings to employees.
Public Company Representation
Advise and assist publicly traded companies in connection with registered securities offerings pursuant to the Securities Act of 1933, as amended, and compliance with periodic reporting requirements under the Securities Exchange Act of 1934, as amended.
Counseled various venture capital and real estate private equity fund sponsors in all aspects of fund formation including drafting and negotiating limited partnership and limited liability company agreements, drafting of offering memoranda and advising on securities law compliance as well as side letter agreement terms and conditions with select limited partners.
Limited Partner/Investor Representation
Routinely assist a variety of limited partners in connection with proposed investment in a range of investment opportunities including venture capital funds, private equity funds (including negotiation of side letter arrangements for limited partners), independent sponsor-style offerings and early-stage/seed investments in startup companies (e.g., convertible note and SAFE transactions).
Portfolio Company Investments
Regularly participate in the representation of venture capital and private equity funds and other investors in seed stage investments, preferred equity rounds of financing and acquisitions of operating companies.
Independent Sponsor Transaction
Assisted in the representation of an independent sponsor in structuring and negotiating debt and equity financing from a spectrum of investors (high net worth individuals, private investment funds and mezzanine debt providers) in connection with the acquisition of target operating companies.
Regularly represent various companies on corporate governance and other transactional matters including drafting and negotiating of shareholder agreements and limited liability company operating agreements, establishment and administration of equity incentive plans and equity awards to employees and other service providers, restructurings and recapitalizations, representation in equity and debt financing transactions.
Acquisitions and Dispositions/M&A
Counseled numerous buyers and sellers in private mergers and acquisitions transactions. Client engagements have involved all types of acquisition transactions (mergers, asset sales, tax-free reorganizations and other acquisitions with involving tax-focused structures and other considerations) and have included participation in the following transactions: