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Practice Areas -
Corporate & Securities
Education
New York University, J.D. (1989)
University of Massachusetts, B.A., magna cum laude (1986)
Admissions
Pennsylvania
New York
Memberships
Barry J. Siegel concentrates his practice in mergers and acquisitions, securities, venture capital and private equity financings, e-commerce, corporate restructuring and general corporate counseling for a wide range of clients, from emerging growth businesses to public companies.
He frequently acts as "outside general counsel" to his clients, representing them on all corporate and financial matters and coordinating other legal issues, ranging from litigation to intellectual property to regulatory matters.
Mr. Siegel has built a significant practice representing venture capital funds, hedge funds and other institutional investors in venture capital and private equity financings. His corporate restructuring and merger and acquisition experience is significant, having participated in numerous refinancings, workouts and purchases and sales of companies, both public and private.
His recent experience includes representation of:
Mergers and Acquisitions:
Publicly traded retailer of video and computer games in sale to its primary competitor valued at approximately $1.6 billion;
Real estate opportunity fund in its acquisition of 268 store retail chain valued at approximately $1.4 billion;
Newly-organized real estate investment trust in connection with its formation and acquisition of $80 million of assets;
Computer game developer and publisher and selling shareholders in connection with $75 million sale of company;
Business systems software distributor and selling shareholders in connection with $18 million sale of company;
A newly-formed investment advisor and broker-dealer in an acquisition of a registered investment advisor and wealth management firm involving a sophisticated 6-year incentive equity grant and earn-out arrangement with potential value of up to $50 million.
Public Company Securities:
Napa Valley based winery in its reorganization, $19 million initial public offering and listing on the AIM market of the London Stock Exchange;
Newly-organized real estate investment trust in a $300 million Rule 144A offering;
Numerous companies in underwritten secondary public offerings including, manufacturer of herbal-based drugs, retailer of video and computer games and developer of mobile communications technologies;
Various companies and boards of directors in the development and implementation of ethics and corporate compliance programs, Sarbanes-Oxley compliance and establishment of audit and compensation committee procedures;
Various companies in proxy solicitation and New York Stock Exchange and NASDAQ periodic reporting and disclosure obligations, including 1933 Act registration and exemptions, 1934 Act reporting and Section 16(b), Rule 144 and Blue Sky matters.
Private Equity Financings:
Venture capital funds in many transactions including $10 million investment in an energy technology company, $25 million investment in an Israeli telecommunications company, $5 million investment in an online concierge company and $8 million investment in internet infrastructure company;
Numerous emerging growth and start-up companies in initial and follow-on financings and general corporate matters;
Hedge funds in purchase of preferred stock, prepaid warrants and other instruments of NYSE and NASDAQ listed companies;
Publicly-traded manufacturer of herbal medicines in sale of common stock and warrants to Hong Kong based investor in all corporate matters including SEC compliance, bank financing, employment agreements, litigation and third-party contracts.
Corporate Restructuring:
Television station in $50MM sale of assets in bankruptcy proceeding;
Publicly-traded venture investor in sale of technology contractor and subsequent negotiation with and restructuring of securities of junior debt, preferred and common stock holders;
Publicly-traded company in the negotiation with multiple creditors of debt for equity swap.
E-commerce Transactions:
Fortune 500 company in development and roll-out of e-commerce strategy, including development of privacy and user policies for their own website and negotiation of multiple exchange membership, license and other agreements;
Numerous technology and website companies in licensing and sale, co-branding, portal, co-location, distribution and other agreements and transactions.
General Corporate:
Film, music and developer of on-line games in all corporate matters including formation of joint venture to develop a Chinese online gaming website, licensing technology from an Israeli technology company, venture financing and formation of a joint venture to produce film projects.
Articles/Seminars:
Chapter author, "Structuring M & A Transactions: Leading Lawyers on Negotiations, Due Diligence, and Deal Strategies for Mergers & Acquisitions," Aspatore Book Series Inside the Minds, 2007
Author, "Is It Time for Your Public Company to Go Private,?" Technology Times, December 2004
Author, "Selecting the Best Board of Directors in Today's Environment," Technology Times, August 2004
Author, "How Effectively Does A 'Non-Reliance' Clause Protect the Seller in an M&A Agreement?," Technology Times, February 2004
Co-Author, "It May Be Time for Private Companies to Consider Adopting Sarbanes-Oxley Provisions," Technology Times, December 2003
Author, "Sarbanes-Oxley Revised: Major Provisions for the Private Equity Professional," Technology Times, June 2003
Author, "Decision in Benchmark Case Has Significant Applications," Technology Times, February 2003
Co-Author, "Rule 10b5-1 Trading Plans: Planned Liquidity for Insiders," Technology Times, December 2002
Co-Author, "Strategies for Dealing with Underwater Options," Technology Times, August 2002. |
