New York, New York 10025
Fax: 917.210.3748
| Home | practice Areas | Publications | contact us | disclaimer |
Corporate and Intellectual Property
Shalom has advised entrepreneurs and management of early-stage and established entities regarding a broad range of matters, including organizational, governance, personnel, financing, securities, “corporate strife,” restructuring and intellectual property issues. He has negotiated and documented stockholder, LLC, partnership, joint venture, employment, services, purchasing, manufacturing, distribution, licensing, research, Internet and other legal and commercial arrangements.
Shalom has represented major, multi-national conglomerates in billion-dollar transactions and middle-market and family-owned businesses and individuals in much smaller transactions that nonetheless require diligent and skillful management.
Shalom has often served as “outside general counsel” to clients that lack an internal legal department. When required, he is able to draw on an extensive network of experienced professionals to coordinate his services and those of lawyers practicing in tax, patent, litigation and other areas.
Private Equity and Venture Capital
Shalom has represented individual, angel, venture capital, private equity and corporate investors, broker-dealers, research institutions and issuers in private investment transactions and equity rights, fiduciary duty, control, securities, M&A, restructuring and other matters. He is familiar with documentation and trends in the private investment market and relevant securities laws.
Academic and Research Institutions
Shalom has represented major academic and research institutions for more than 15 years in connection with licensing, research and equity arrangements. His experience includes: structuring arrangements with start-ups and industry partners; coordinating institutional arrangements with the requirements of angel, venture capital and other investors; restructuring legal arrangements upon license defaults, “down” rounds and acquisitions; and advising on institutional policies, faculty arrangements, voting and control issues, follow-on acquisitions of equity and dispositions of equity in private sales, Rule 144 sales and registered public offerings.
Shalom is sensitive to the unique departmental dynamics and institutional requirements that characterize academic and research institutions generally and tech transfer offices in particular.
Mergers and Acquisitions
Shalom has represented purchasers, sellers and financing sources in M&A transactions, including mergers, stock and asset acquisitions and dispositions, investment transactions and joint ventures. His experience spans many different industries and includes public, private, cross-border, tender offer, roll-up, management buy-out, redemption, portfolio sale and bankruptcy transactions.
Corporate Finance and Securities
Shalom has represented financing sources and issuers in start-up, middle market and major, multi-national public company transactions, including private, Rule 144A and registered offerings involving common and preferred equity, hybrid securities and secured and unsecured debt. He has extensive experience in negotiating securities arrangements, preparing SEC filings, dealing with the SEC and FINRA, and counseling clients with regard to business and legal arrangements in securities matters.
Shalom has represented borrowers and financial institutions in a broad range of term loan, revolving credit, line of credit, factoring, assignment, participation, inter-creditor, guaranty, security and restructuring arrangements, preference and fraudulent conveyance issues and purchases and sales of distressed debt.
Not-for-Profits
Shalom has extensive experience representing not-for-profits in organizational, governance, disclosure, personnel, contractual and transactional matters. He recognizes that the unique mission, values and culture of each not-for-profit organization significantly affect its relationships and dealings with other parties.