Benjamin M. Farber

• Cannabis
• Corporate Law
• Employee Benefits & Executive Compensation
• Energy Law
• International Business Law
  • Canadian Cross Border
• Mergers & Acquisitions
• Private Equity
• Public Finance
• Real Estate
  • Opportunity Zones
  • Real Estate Development
• Securities
• Shareholder/Partner Disputes and Dissolutions
• Startups
• Tax
• Venture Capital & Technology

• New York
• New Jersey
• District of Columbia

• New York University School of Law, LL.M., Taxation, 2010
• Albany Law School of Union University, J.D., cum laude, 1999
• Cornell University, B.A., 1996

• American Bar Association
  • Business Law Section
  • Section of Taxation
• Association for Corporate Growth
• New York State Bar Association
  • Business Law Section
  • Tax Law Section

Securities

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 multi-family housing and self-storage developments), 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.

Private Equity/Venture Capital

Fund Formation

• 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 start-up 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 Transactions

• 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.

General Corporate

• 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:
  • Assisted in the representation of a multinational nutrient blending business in its sale to a European-based life science and materials science conglomerate
  • Counseled manufacturer of high quality branded pest solutions in its sale to specialty chemical manufacturer.
  • Participated in the representation of the largest insurance agency in New York’s Capital Region in its sale to a nationwide insurance brokerage, specializing in property and casualty, corporate benefits, retirement and insurance products.
  • Advised a leading global provider of mission-critical materials analysis equipment in its sale to a FORTUNE 500 company focusing on the design, manufacture and marketing of products and services to professional, medical, industrial and commercial clientele.
  • Assisted in the sale of the North American operations of a European manufacturer and distributor of domestic and commercial water and space heating systems to a Canadian industrial company that is a leading provider of in home heating products which are sold primarily to North American wholesalers supplying the residential HVAC industry.

• Cornell Alumni Admissions Ambassador Network, Member

• Albany Law Review, Executive Editor for Lead Articles