CORPORATE PRACTICE
SADIS & GOLDBERG LLP
Our Team
Sadis&Goldberg’steamisexceptionally experiencedintheareasabove.Ourfirm’s partnershavedecadesofexperience,both atSadis&Goldberg,aswellasatlarger internationallawfirmsandtheU.S. Securities&ExchangeCommission.
OUR TEAM
Paul Marino PARTNER
212.573.8158
pmarino@sadis.com
Paul Marino is the head of the Corporate and Mergers & Acquisitions group, and co chair of the Financial Services group. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.
Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions, in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters.
Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions and joint ventures.
Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.
OUR TEAM
Jonathan
Bernstein
PARTNER
212.573.8030
jbernstein@sadis.com
Jonathan Bernstein is a partner in the Financial Services and Corporate groups. Jonathan focuses his practice in matters concerning mergers & acquisitions, corporate law and general corporate counseling. Jonathan serves as a trusted advisor to private equity sponsors, family offices and middlemarket and family-owned businesses across industries.
Jonathan has experience representing clients across the fashion, apparel, distribution, consumer products, media, manufacturing, healthcare, technology and hospitality industries, among others. He assists our clients in connection with acquisitions, divestures, sales and financing. Our clients benefit from Jonathan’s knowledge of their businesses to execute transactions, along with his extensive experience executing complex transactions. As an outgrowth of the close relationships he develops with our clients, Jonathan routinely works with our clients to craft business strategies which meet their business priorities while managing risk. He also serves as an outside general counsel, advising on the full gamut of day-to-day legal issues.
Jonathan takes a practical approach to deal-making that puts a premium on big-picture issues that matter to his clients.
OUR TEAM
Robert Cromwell PARTNER
212.573.8034
rcromwell@sadis.com
Robert Cromwell practices in the firm’s Financial Services and Corporate groups. Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies (ETFs, private equity funds, real estate funds and hedge funds) and representing founders, managers and boards of businesses and investment funds. Robert also advises clients on general corporate matters.
Robert’s transactional experience includes: corporate and LLC startups, restructurings and exits; registered and private securities offerings; hedge funds, mutual funds, private equity funds, collective trust funds; preparation of corporate and partnership governing documents, registration statements and periodic financial reports; equity incentive plans, employment agreements, loan agreements; counseling boards of directors of registered and private funds and retirement plan committees.
Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies.
OUR TEAM
David Fitzgerald PARTNER
212.573.8428
dfiztgerald@sadis.com
David Fitzgerald’s practice focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds, funds of funds, separately managed accounts and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies.
Drawing on his 16 years of experience as an institutional Chief Compliance Officer and General Counsel, David provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers.
David is a Partner in the Firm’s Financial Services and Corporate Groups
OUR TEAM
Seth Lebowitz PARTNER
212.573.8152
slebowitz@sadis.com
Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with:
• Domestic and international tax issues relating to fund structuring
• Joint ventures and partnerships
• Corporate and real estate investing
• Lending
• Securities trading
• Distressed investing
• Financial products.
Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.
OUR TEAM
Mitchell Taras PARTNER
212.573.8417
mtaras@sadis.com
Mitchell Taras practices in the firm’s Real Estate and Corporate groups. He represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings. Mitchell has represented both borrowers and lenders in mezzanine lending, securitized loans, and secured and unsecured credit facilities. He has also represented owners in connection with construction contracts and disputes.
On the corporate side, Mitchell counsels proprietorships, franchisees and other closely held businesses in their day-to-day operations. He also has extensive experience in structuring, negotiating and implementing various business transactions, including sales of assets; mergers and consolidations; acquisitions and dispositions of companies; joint ventures; business restructuring and reorganization; and preparation of employment, shareholder, partnership and limited liability company operating agreements. With his broad experience, he also serves franchisees, entrepreneurs and other clients in a diverse range of industries.
Mitchell represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings.
OUR TEAM
Jaywon Choi ASSOCIATE
JaywonChoiisanassociateinSadis’FinancialServicesandCorporategroups,focusingonfund formation,corporatetransactions,andregulatorycomplianceforinvestmentfunds.
JaywonisfluentinKorean.
OUR TEAM
Jacob Shiffer ASSOCIATE
212.573.8027
shiffer@sadis.com
JacobShifferisanassociateinthefirm’sFinancialServicesandCorporategroups.Jacob concentrateshispracticesonprivatefundformation,mergersandacquisitions,andgeneral corporatematters.
PriortojoiningSadis,JacobservedintheUnitedStatesAirForceforeightyears,wherehe workedasanAnalyst.
ABOUT SADIS
Sadis&GoldbergLLPisaninternationallyrecognizedlaw firm.Drawingontheexperienceanddepthof ourlawyersinthesedistinctareas,weleverageeach lawyer’sindustry-specificknowledgetohelpourclients succeed.Thiscollaborativeapproachbringscollective insighttothetablethatcontributestosensible,efficient resolutions,andallowingustoremainattentivetothecost andtimesensitivitiesthatmaybeinvolved.Sadisclients includedomesticandinternationalentities,financial institutions,familyoffices,venturecapitalfunds,hedge funds,privateequityfunds,buyoutfunds,commodity pools,specialpurposevehiclesandnumerousbusiness operatinginvariousindustriesaroundtheworld.
INDUSTRY INVOLVEMENT
SadisAnnualPrivateFundsForum–Industryleaders fromlawfirms,accountingfirms,thirdpartyadministrators, directorsandconsultantsfocusedontheprivatefund industrygathertogetherforseveraldays fromacrossthe globetoshareideasanddiscussrecentdevelopments facingthefinancialservicesindustry.
SadisBusinessBreakfast–Bringstogetherinvestors, founders,accountants,analysts,capitalproviders,and otherbusinessleaderstodiscusstrendingtopicsand network.
IndependentSponsors–Sadishostsnetworkingevents forcapitalprovidersandindependentsponsors.
Sadis Family Office Lunches – Executives from family offices networking and sharing ideas on market trends acrossvariousindustries.
FOCUSED SOPHISTICATED REPRESENTATION
Sadis maintains a diverse, business-oriented practice focused on private investment funds, asset and wealth managers, family offices, litigation, corporate, mergers & acquisitions, real estate, regulatory and compliance, tax and ERISA.
“No law firm is better in the hedge fund space. Sadis doesn’t just know the legal framework; they are on the cutting edge of defining it.”
– JOHN STERLING FOUNDER, STERLING FUND MANAGERS
CORPORATE
Sadis & Goldberg’s Corporate group represents business entities in all stages of growth, from small startups and emerging businesses to large and long-established business entities.
Our attorneys act as ongoing transactional counselors and resolve complex issues in the United States and internationally, in areas such as mergers and acquisitions; activist investing; derivatives; private equity and venture capital; securities regulation; PIPE transactions; banking and finance; and capital markets. The broad nature of the services we render reflects the wide scope of our clients’ needs and the many and varied industries in which they operate. Attorney teams drawn from the firm’s related legal areas collaborate to provide the experience needed for each of these transactions, including counsel on issues related to tax, real estate, labor, ERISA, litigation and intellectual property, as the client’s circumstances require.
OUTSIDE GENERAL COUNSEL
WhySadisisaGreatLawFirmforPortfolioCompaniesasSubstituteIn-HouseCounsel
• SpecializedExpertise:Sadishasdeepexperienceinareascriticaltoportfoliocompanies,suchascorporategovernance, privateequity,venturecapital,taxstructuringandregulatorycompliance,providingspecializedknowledgethataligns withthespecificneedsoffast-growingbusinesses.
• Cost-EffectiveAlternative:OutsourcingtoSadiscanbemorecost-effectivethanhiringfull-timein-housecounsel, givingcompaniesaccesstotop-tierlegaladviceacrossavarietyofpracticeareaswithouttheoverheadofapermanent legalteam.
• BroadIndustryExperience:Sadisrepresentsawiderangeofindustries,givingitinsightsintodiversemarkettrendsand challenges,whichisvaluableforportfoliocompaniesinavarietyofsectors.
• TailoredLegalSolutions:Sadisofferscouturelegalservices,understandingtheuniquegoalsandoperational challengesofeachportfoliocompany,whichisessentialforprovidingeffective,strategiccounsel. ThisallowsSadisto augmentserviceswiththecompanyasitexpands,particularlythroughinvestmentroundsorexitstrategies.
• ProactiveRiskManagement:Sadisemphasizesproactivelegalstrategies,helpingportfoliocompaniesmitigatelegal risksandregulatoryissuesearly,whichisvitalforprotectinginvestorinterestsandmaintainingoperationalefficiency.
• StrongTransactionalSupport:Sadisishighlyskilledinhandlingmergers,acquisitions,financingrounds,andother complextransactionsthatportfoliocompaniesoftenface,offeringexpertcounselthroughouttheseprocesses.
• Tax,RegulatoryandComplianceExpertise:Thefirm’sdeepunderstandingofcorporatetax(includingeffectively connectedandearnedincomeissues),securitiesregulationandcomplianceensuresthatportfoliocompaniesnavigate complexlegallandscapeswithoutfallingintocostlycompliancepitfalls.
• TrustedReputationintheInvestmentCommunity:Sadishasbuiltastrongreputationwithinvestors,funds,and financialinstitutions,addingcredibilityandassurancewhenactingasexternalcounselforportfoliocompanies.
• Cross-BorderCapabilities:Forcompaniesoperatingorexpandinginternationally,Sadisprovidesgloballegalexpertise, helpingnavigatecross-borderlegalchallenges,includinginternationalregulatorycomplianceandtransactional support.
Thiscombinationofexpertise,flexibility,andvaluemakesSadisanidealpartnerforportfoliocompaniesseekinga substituteforin-houselegalcounsel.
MERGERS & ACQUISITIONS
Yearafteryear,ourMergers&AcquisitionspracticegroupcontinuestosetthepaceforleadingedgeM&Atransactions.Weconsistentlycollaboratewithpublicandprivatecompanies,financial sponsors,independentsponsors,boardsofdirectors,andfinancialadvisors.
Ourapproachisteam-oriented.Clientstrustusnotonlytoadviseonspecifictransactionsbutalso toprovidecounselandstrategicinsightstoachieveoptimalbusinessoutcomes.Weaimtomanage allaspectsofadeal,goingbeyondmerelegaltactics.Thiscommitmentismaintainedinevery transactionaswefocusonyourgoals,seekingtounderstandyourbusinessanddeliverthe greatestpossiblevalue.
Thecomprehensivenatureofourservicesreflectsthebroadscopeofourclients’needsacross diverseindustries.OurM&Aplatformcomprisesamulti-disciplinaryteamofattorneysdrawnfrom thefirm’srelatedlegalareas.Thiscollaborativeapproachensuresthenecessaryexpertiseforeach transaction,incorporatingdistinguishedprofessionalsintax,finance,regulation,andexecutive compensation.Ourteamprovidesseamless,integratedservice.
Sadis’sMergers&Acquisitionsgrouprepresentsbusinessentitiesatallstagesofgrowth,ranging fromsmallstartupsandemergingbusinessestolargeandlong-establishedentities.Ourattorneys serveasongoingtransactionalcounselors,addressingcomplexissuesbothintheUnitedStates andinternationally.Wespecializeinareassuchasmergersandacquisitions,activistinvesting, derivatives,privateequityandventurecapital,securitiesregulation,SPACandPIPEtransactions, bankingandfinance,andcapitalmarkets.
VENTURE CAPITAL
OurVentureCapitalgroupisexperiencedinallaspectsofstructuringandbringingtomarketa widevarietyofprivateequityandventurecapitalfunds,includingmanyuniqueandinnovative “hybrid”funds. Weroutinelyrepresentfundsandmanagersoperatinginabroadarrayofasset classesandindustries,including,withoutlimitation;mining,healthcare,media,software, insurance,biotechnology,realestate,cannabis,communications,oilandgas,gaming,leisure, entertainment,renewableenergycredits,fintech,alternativefinanceandwaterrights.Wealso havediverseinternationalexperience,andhaveformedprivateequityfundsand/oradvised clientsinconnectionwithprivateequityinvestmentsinUkraine,China,India,Ireland,Greece, Luxembourg,Japan,Switzerland,Austria,Israel,Singapore,Australia,Canada,Jersey,IsleofMan, Mauritius,CentralAmerica,BritishVirginIslands,Guernsey,CaymanIslandsandBermuda.
Wehaveextensiveexperiencerepresentingventurecapitalfunds,instart-upandmature portfoliocompaniesreceivingventurecapital,andinvestorsinventurecapitaltransactions.We assistcorporateandangelinvestorsinconductingduediligenceofportfoliocompanies, guidingthemthroughbothlegalandbusinessconcerns.Transactionsrangefromearly-stage seedroundsthroughlate-stageventureroundsinvolvingtheissuanceofpreferredstock, convertibledebtinstruments,warrants,andsecuredandunsecuredbridgefinancing.
VENTURE CAPITAL
TheSadisVentureCapitalgroupisexperiencedinall aspectsofstructuringforawidevarietyofstructures, includingmanyinnovative“hybrid”fundstructures designedtoreduceriskinconnectionwithcapitalcalls and/orthecreationofpermanentcapitalvehicles.We routinelyrepresentprivatefundsandmanagers operatinginabroadarrayofassetclassesand industries,including:technology,healthcare,media, software,insurance,biotechnology,realestate, cannabis,communications,digitalcurrencyandDeFi’s, oilandgas,naturalresources,gaming,leisure, entertainment,renewableenergycredits,fintechand alternativefinance.Ourventurecapitalservicescover thefullarrayoffundformationandregulatoryservices formanagers,aswellasadviceinconnectionwith acquisitions,strategicinvestments,aswellas divestitureslocatedintheUnitedStates,witha particularfocusonmiddle-markettransactions.
Wealsodraftandnegotiateagreementsdocumenting therelationshipbetweenthefundmanager’sprincipals andemployees,sub-advisors,onsultants,andfund counterparties.Sadiscurrentlyrepresentsseveral hundredprivateinvestmentfundswithmanagers throughouttheworld.Ourclientbaseiscomprisedof clientsofallsizes,backgroundsandinvestmentsectors, andourclientbaserepresentsasignificantpercentage oftheprivatefundindustry’smarketshare,providing thefirmwithanunusualawarenessofcurrentmarket behaviors,favoredcommercialtermsandother industrytrends.Thisuniqueaccesstocurrentmarket informationallowsourteamtoadviseourclientswith bothexperiencedlegalcounselandtimelybusiness intelligence.Byvirtueofrepresentingseveralhundred alternativeinvestmentvehicleswithinvestment managersdomiciledthroughouttheworld,ourmarket
marketsharegivesusauniqueperspectiveonthe globalinvestmentfundsindustry.
Additionally,asaresultofouruniqueglobal footprint,weenjoyverystrongrelationshipswith leadinglegalcounsel,auditors,placementagents, andotherprofessionalsininternationalcentersfor onshoreandoffshorefinance,suchastheCayman Islands,Canada,Bermuda,theBritishVirginIslands, Germany,Luxembourg,Ireland,Israel,Switzerland, Malta,Jersey,Guernsey,Mauritius,HongKong, SingaporeandtheUnitedKingdom.
Weroutinelyrepresent venturecapital,privateequity, realestatefunds,andtheir managersandprincipalsin allaspectsofthebusiness, includingtransactional mattersandportfolio companywork.
PRIVATE EQUITY
Sadis has a robust private equity practice, advising both fund sponsors and investors. Our clients benefit from our depth of experience, as we provide seasonal advice, practical and innovative solutions, and first class service. Our practice is incredibly versatile, with experience in the structuring and formation of funds, the structuring of investments and the negotiation of acquisitions and divestitures.
In addition to our private funds practice, Sadis works with some of the market’s most active and sophisticated private equity investors to structure, negotiate, and close a full range of investment and acquisition transactions. Our team has considerable experience in representing private equity funds, management groups, consortiums, family offices, lenders, and portfolio companies in the full spectrum of private equity transactions, including, but not limited to: leveraged buyouts, corporate carve outs, growth equity investments, distressed deals, and co-investments – for funds ranging from large multinational fundstoindependentsponsors.
HEDGEFUNDS
The Financial Services Group at Sadis provides legal advice to both domestic and offshore private investment funds in the alternative investment space. We provide counsel on the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We structure and service a wide variety of funds, such as long/short equity funds, global macro funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, sector-specific funds (e.g. technology, Internet, health care, biotechnology), collectible funds (e.g. car, art, watch), crypto-currency funds, cannabis funds, fund of funds, multi-manager funds and fund platforms. We provide customized drafting of confidential private placement memoranda, limited partnership agreements, operating agreements, subscription documents and other related fund documents.
We also draft and negotiate agreements documenting the relationship with fund managers, principals and employees, subadvisors, consultants and fund counterparties. Sadis currently represents hundreds of private investment funds with managers throughout the world. Our client base is comprised of clients of all sizes, backgrounds and investment sectors and our client base represents a significant percentage of the private fund industry’s market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends. This unique access to current market information allows our team to advise our clients with both experienced legal counsel and timely business intelligence. By virtue of representing several hundred alternative investment vehicles with investment managers domiciled
throughout the world, our market share gives us a unique perspective on the global investment funds industry.
Additionally, as a result of our unique global footprint, we enjoy very strong relationships with leading legal counsel and other professionals in international centers for onshore and offshore finance, such as the Cayman Islands, Bermuda, the British Virgin Islands, Luxembourg, Ireland, Switzerland, Malta, Jersey, Guernsey, Mauritius, Hong Kong and the United Kingdom. In addition, we maintain a specialized cross-border funds practice targeting non-US managers seeking to offer securities and launch products in the United States, including clients in Ireland, the UK, the Netherlands, Canada, China, Singapore, France, Luxembourg, Germany and Switzerland.
Our client base represents a significant percentage of the private fund industry’s market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends.
INVESTMENT FUNDS
The Sadis Investment Funds practice has represented private funds clients for almost 30 years, playing aprominent role in the development of the private funds industry and earning usaunique leadership role in the sector. Working closely with lawyers in the Firm’s other practice areas, our team provides comprehensive advice to many of the world’s best-known institutional alternative assetmanagers, aswellassmallerfirst-timefundsandindependentboutiques.
Our clients include the full spectrum of investment funds, including private equity, hedge, real estate, venture capital, registered mutual (both open-end and closed-end) and UCITS funds, sponsored by some of the highest-profile global fund managers. We work extensively either with or opposite each major category of investor in private funds, including corporate, public and private pension plan, private family, foundation and endowment, fund of funds, sovereign wealth fundandquasi-governmentalorganizationinvestors.
REPRESENTATIVE TRANSACTIONS
• RepresentedBramshillintheirpurchaseofaRIA anditsmutualfundoperationsandemployees.
• Rollupofa$500Mregisteredinvestment adviser
• RepresentedSkybridgeCapitalinconnection withitspurchaseofCitiGroup’shedgefund businesswith$4.2Bofassetsunder management
• Representedaninvestmentmanagerin connectionwiththepartialsaleofitsbusiness, includingaworkouttoextricatethesellerfrom certainliabilities
• Representedaplatforminonboarding independentRIAteamw/compliance, employmentandtechnologyagreements.
• Representedteamfromwirehouseinliftoutto establishanindependentRIA.
• Representationofinvestmentmanagement companyascollateralagentinrated, institutionalCLOoffering
• Representedinvestmentmanagementcompany assyndicatorandcollateralagentinunrated offeringofbondsofsecuritizationvehicle focusedonlifesettlementsassets
• Multiplerepresentationofinvestment managementcompaniesinconnectionwith securitizationsandsyndicationsofinvestment assets
• RepresentedPEbackedfirm,oneofthelargest specialistfundadministrationandmiddleoffice solutionproviders,inmultipleacquisitions.The $8milliondollaracquisitionfurtherexpanded Apex’sfootprintintheU.S.andCanadian marketplaceandincreasedthevisibilityofthe Apexbrandworldwide
• Servedasco-counselintheportfoliorollupand refinanceofLawCashin$180milliondollarsale ofassets
• Representedalargeaccountingfirminitsspin outofitsfinancialadvisingpracticeand structuredandmergedwithanotherlarge advisingfirmtoform.Thetotalaccountunder managementofthenewfirmwas$3Batthe timeofthetransaction.
• $125Mrefinancingandbuyoutofspecialty lendingcompany
• $100Msaleofafinancialplanningcompanytoa privateequityfirm
• Saleof$125Mmiddlemarketfinancingcompany
• Saleof$70Msoftwareprovider
• Saleof$95Maerospacepartsprovider
• Purchaseof$65Mmilitaryapparelcompany
• Purchaseof$65Mmilitaryapparelcompany
• Purchaseof$80Mfinancialadministration company
• Purchaseof$85Mfinancialadministration company
• Saleof$40MMadministrator
• Reversemergerandpurchaseoftelecom companies
• $125Msaleofinternettextilecompanytoa Fortune50company
• Representationofsyndicatorinprogramof securitizationsforemergingmarketcompanies
REPRESENTATIVE CLIENTS
We have represented a diverse variety of clients throughout our long history, spanning across several industries. These clients include, but are not limited to:
•ApexGroupLtd.(portfolio companyofGenstarCapital)
•FieraCapital
•Gramercy
•Investcorp
•Ripplewood
•TailendPartners
•BrownBrothersHarriman
•CrownVentures
•GAMCo.
•Ibex
•Neuberger
•SkyBridge
•TimberlinePartners
•WellsFargo
•Variant
•WebsterBank