Corporate and Securities

Navigating Complex Dynamics

In today’s complex economic and regulatory environment, legal solutions to business problems should be analyzed against a backdrop of risk and reward. At Tarter, Krinsky & Drogin, we understand these complexities and as such, our corporate and securities lawyers from both a legal and business perspective, take a hands-on and pragmatic approach to your business needs.

The Corporate and Securities Practice advises clients at every stage of the natural evolution of businesses, including start-up work, such as the formation of tax efficient business vehicles and negotiating seed financing; mature businesses on day-to-day management, governance and long-term strategic planning; and, if necessary, the ultimate liquidation and dissolution of a business, including breakups and business divorces.

Our experience spans numerous industries and market segments, including real estate, design and retail, hospitality, food and beverage, consumer goods, professional services, healthcare, life sciences and biotech, manufacturing, franchising, employment/staffing, construction, technology and finance.

Securities and Finance

We help businesses prudently navigate obstacles to get deals done on fair terms.

We represent public and private issuers of equity and debt securities, investors, borrowers and lenders in a variety of investment and lending transactions, issuers and underwriters/placement agents in public offerings, private debt and equity offerings, and both borrowers and lenders in asset-based financings.

Mergers and Acquisitions, Joint Ventures, Divestitures and Reorganizations

Our M&A lawyers work with our Tax, Real Estate, Employment and Labor, Bankruptcy and Immigration and Litigation Groups to handle all aspects of a complex M&A transaction. We advise purchasers, sellers and targets in public and private mergers and acquisitions and consolidations, purchasers and targets in tender offers, issuers in going private transactions, going dark transactions, both targets and purchasers in leveraged and management buyouts, as well as in change in control transactions, divestitures, spinoffs, split-offs, exchange offers, consent solicitations, strategic joint ventures, reorganizations and business breakups and dissolutions.

Corporate Governance and Securities Compliance
Good governance is crucial for a broadly held public reporting company or a private company with diverse ownership. We have significant experience regarding “best practice” compliance with the ever evolving landscape of regulations, including the Securities Act of 1933, the Securities and Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, Dodd Frank, Sarbanes Oxley, securities exchange listing requirements, “Blue Sky,” Uniform Commercial Code, and general federal and state corporate and commercial law.

For public reporting companies, we assist with the preparation and review of periodic reports obligations, the implementation of codes of conduct and business ethics rules, conflicts of interest avoidance, fairness analyses and fair process counseling and other governance issues. 

Hedge Fund and Investment Management
We help with structuring, formation and documentation of domestic and off-shore hedge funds and other "exempt" pooled investment vehicles and private equity funds. Our Investment Management practice combines breadth of knowledge across multiple statutes and regulations, principally the Investment Advisers Act, with the industry experience to give advisers and fund managers timely guidance and assistance.

Name Title Direct Dial Vcard
Checchinato, Serena Associate Associate 212.216.1189 VCard
Galante, Victoria Associate Associate 212.216.1196 VCard
Gaynor, Alan S. Partner Partner 212.216.1136 VCard
Greenberg, Lester A. Counsel Counsel 212.216.8033 VCard
Iannaccone, Giuliano Partner and Chair of International and Retail Groups and Co-Chair of Italy Practice Partner and Chair of International and Retail Groups and Co-Chair of Italy Practice 212.216.1110 VCard
Molinari, Guy N. Partner Partner 212.216.1188 VCard
Piazza, Gina M. Partner and Co-Chair of Italy Practice Partner and Co-Chair of Italy Practice 212.216.1129 VCard
Polifka, Robert Counsel Counsel 212.216.8021 VCard
Rigato, Federica Associate Associate 212.216.1194 VCard
Smith, James G. Partner Partner 212.216.8060 VCard
Strongin, Landey Partner Partner 212.216.1177 VCard
Tarter, Alan M. Managing Partner Managing Partner 212.216.8010 VCard
Zagorsky, Arthur Partner Partner 212.216.8030 VCard
  • apple seeds LLC

    apple seeds LLC is a growing organization that provides indoor playground facilities, classes, birthday parties and other activities. As an emerging and growing business, apple seeds needed a business-minded legal partner who understood the challenges of being a middle market business. They needed help building the company from the ground floor up, and providing a solid foundation for future growth.  

  • Advertising Week

    As the world’s premier gathering of marketing and communications leaders, Advertising Week is a hybrid of inspiring thought leadership and highly entertaining and engaging special events, featuring the industry’s best and brightest. Drawing from the brand, agency, technology, startup, media and broader cultural communities, Advertising Week is designed to move the needle on key industry challenges and influence the global industry.

  • There's a Tax-Savings Opportunity in Qualified Opportunity Zones
    August 2, 2018

    The 2017 Tax Act is offering a limited-time opportunity for taxpayers to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed communities. Learn more about the intricacies of these tax benefits.

  • Key Takeaways from the Vistage Forum on Sell-side Techniques for Business Owners
    July 26, 2018

    On June 25, Corporate and Securities partner Alan Gaynor and Trusts and Estates counsel Joann Palumbo were featured panelists at Vistage's breakfast forum, "Why You Need an Exit Strategy Today." The panel was focused on the intricacies of business exit strategies and succession planning for closely held business owners. Other panelists included a tax adviser, an economist and two investment banking specialists.

  • Delaware LLC Agreements: Beware Relying on the Implied Contractual Covenant of Good Faith and Fair Dealing
    June 25, 2018

    Delaware has long been the jurisdiction of choice when forming a limited liability company. One reason is flexibility, with members themselves having the power to define their preferred relationship within their LLC agreement. Indeed, section 18-1101(c) of the Delaware Limited Liability Company Act allows members to waive any fiduciary or other duty that would otherwise apply to an LLC member or manager.

  • New Law Creates New Venture Capital Fund Exemption Under Investment Company Act of 1940
    June 7, 2018

    The Economic Growth, Regulatory Relief and Consumer Protection Act, signed by President Trump on May 24, 2018, expands the Section 3(c)(1) exclusion under the Investment Company Act to allow up to 250 beneficial owners of smaller venture capital funds.

  • SEC Enforcement Actions Alert Private Fund Advisers to Form PF Requirements
    June 4, 2018

    On June 1, 2018, the Securities and Exchange Commission (SEC) announced settlement of enforcement actions against multiple private fund advisers for failing to file Form PF.

  • IP in the Boardroom: When Does the Board Receive Warning?
    April 18, 2018

    Intellectual property can present operational risks - knowledge and protocols can help.

  • IP in the Boardroom: As Company IP Value Increases, So Do Related Risks
    February 26, 2018

    Although one might occasionally come across an article touching on intellectual property (IP) concerns in the corporate boardroom, not enough has been said on this topic. This is the first in a series of articles that are designed to help board members satisfy their duties of care regarding the various risks that IP often carries.

  • SEC Provides Relief for Global Investment Advisers to Comply with EU Markets in Financial Instruments Directive II
    December 6, 2017

    In three no-action letters, the SEC has provided some relief for investment advisers in complying with the European Union's overhaul of its securities regulations. Commonly referred to as MiFID II, which is set to take effect in January 2018, the directive will require investment advisers to pay for research either with its own money or through MiFID-governed research payment accounts (RPAs).

  • SEC Risk Alert Highlights Most Frequent Investment Adviser Advertising Rule Violations
    November 6, 2017

    The SEC's Office of Compliance Inspections and Examinations (OCIE) issued a risk alert summarizing the compliance issues most frequently identified in SEC-registered investment advisers' deficiency letters with respect to Rule 206(4)-1 (the Advertising Rule) under the Investment Advisers Act of 1940. These issues include OCIE's examination initiative focusing on advisers' use of touting awards, promoting ranking lists, and/or identifying professional designations in marketing materials.

  • Giuliano Iannaccone and Gina Piazza Author Women’s Wear Daily Article on Litigation Trends Brands Need to Know to Mitigate Risk
    August 23, 2017

    International and Retail Group chair and Italy practice co-chair Giuliano Iannaccone and Italy practice co-chair and International and Retail Group partner Gina Piazza co-authored an article in Women’s Wear Daily titled, "Litigation Trends Brands Need to Know Now to Mitigate Risk.” The article noted that doing business in the United States comes with increased risk and exposure, and highlighted several litigation and enforcement trends that are impacting the U.S. retail sector.

  • SEC Provides Guidance on Use of SPVs and Custody Rule
    July 7, 2014

    In June 2014, the SEC’s Division of Investment Management released an IM Guidance Update (No. 2014-07) helping investment advisers who use special purpose vehicles, or SPVs, comply with the SEC’s Custody Rule.

  • Securities Ticker - Proposed Rule Amendments for New York-registered Investment Advisers
    June 16, 2014

    On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.

  • Securities Ticker - Proposed Rule Amendments for New York-registered Investment Advisers
    June 16, 2014

    On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.

  • SEC Charges Finder and Private Equity Firm for Violation of Broker-Dealer Registration
    March 11, 2013

    On March 11, 2013, the SEC announced the settlement of charges against a private equity firm, its senior managing partner and an unregistered finder for violations of securities laws when soliciting more than $500 million in capital commitments for private funds managed by the firm.

  • OCIE Releases 2013 Examination Priorities
    February 21, 2013

    On February 21, 2013, the SEC’s Office of Compliance Inspections and Examinations released its National Examination Program’s 2013 examination priorities. This memorandum highlights those priorities of particular concern to SEC-registered investment advisers.

  • Annual Review for Private Investment Fund Clients
    January 4, 2013

    As 2012 has drawn to a close, we provide this Alert to our private investment fund and investment adviser clients highlighting some of their annual compliance obligations.

  • SEC Proposes Amendments to Rule 506 to Allow General Solicitation
    September 12, 2012

    Under Federal law, companies seeking to raise capital by issuing securities must either register the offer and sale of their securities under the Securities Act of 1933 or comply with an exemption from registration.  The most widely used exemption, Rule 506, allows a company to sell an unlimited amount of securities to accredited investors provided that the company does not engage in general solicitation or advertising of its securities offering.

  • Deadline Approaching for Registration Under Federal or State Investment Advisers Acts
    January 25, 2012

    On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted rules and rule amendments to the Investment Advisers Act of 1940 (the “Advisers Act”), implementing a number of significant changes that are applicable to investment advisers as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).

  • SEC Adopts Rules Implementing Dodd-Frank’s Exemptions from Registration Under the Investment Advisers Act
    August 1, 2011

    On June 22, 2011, the Securities and Exchange Commission adopted rules under the Investment Advisers Act of 1940 (“Advisers Act”) implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) with respect to exemptions for certain persons from registration as an investment adviser under the Advisers Act.

  • Non-Accelerated Filers Excused From Attestation Report
    September 1, 2010

    The SEC recently adopted amendments to conform its rules with Dodd-Frank's elimination of the requirement that the annual report of a company that is a "non-accelerated filer" must include an attestation report of its registered oublic accounting firm on internal control over financial reporting. These amendments become effective for annual reports filed with the SEC for fiscal years ending on June 15, 2010.

  • A New Withholding Tax Created
    September 1, 2010

    The recently enacted Hiring Incentives to Restore Employment Act (HIRE) created a new withholding tax with respect to certain payments to foreign financial institutions. Although the Treasury Department has not yet provided guidance on implementing these new rules, the new withholding tax and related reporting obligations have already started to affect pooled investment vehicle structures.

  • Going Out on Your Own: Portability of Performance
    December 1, 2009

    The recent upheaval in the financial markets has left many investment managers questioning whether it makes sense to continute to look to large institutional firms for their employment or whether to venture out on their own.

  • Packaging a Company for Sale: How to Realize Top Dollar
    September 1, 2009

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this packaging your company for sale requires a clear strategy and a detailed plan. 

  • Packaging Your Staffing Company for Sale
    September 1, 2008

    Selling a staffing company is much like selling any other business, but the nature of the industry makes packaging one for sale a unique process. As the seller, your first steps include prioritizing goals, setting up a timeline, devising an exit strategy and assembling a professional team. 

  • SEC Changes Rule 144, Shortens Holding Period
    August 1, 2008

    On December 6, 2007 the SEC adopted wide ranging amendments to Rule 144 which will significantly shorten the holding period for both restricted and control securities. The SEC stated the purpose of these amendments was to increase the liquidity of privately sold securities and reducing the costs of capital for companies. It is anticipated these changes will have a significant impact on financing transactions.

  • SEC Grants Blue Sky Exemption for NASDAQ Capital Market Companies
    July 2, 2007

    Since 1996, the National Securities Markets Improvement Act (NSMIA) has provided large companies an exemption from review of securities offerings from state securities, also known as blue sky, regulators. On April 18, 2007 the Securities and Exchange Commission expanded the exchanges to include companies listed on the NASDAQ National Market.

  • SEC Adopts New Executive Compensation Disclosure Rules
    July 27, 2006

    On July 26, 2006, the SEC adopted changes to the executive compensation disclosure rules and other related disclosure matters. The changes will affect disclosure in proxy statements, annual reports and registration statements, as well as the current reporting of compensation arrangements. 

  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
    June 26, 2006

    The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.

  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
    June 26, 2006

    The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.

  • SEC Extends Compliance Date For Internal Control Over Financial Reporting
    September 28, 2005

    The SEC extended the compliance dates for companies that are not accelerated filers to include in their annual reports a report of management and accompanying auditor’s report on the company’s internal control over financial reporting.

  • SEC Adopts New Rules on Public Shells
    August 3, 2005

    The SEC’s new rules added Items 2.01(f ) and 5.01(a)(8) of Form 8-K. These new disclosure obligations require a shell company, after completing an acquisition or a change in control, file a Form 8-K disclosing the information that would be required in a registration statement on Form 10 or Form 10-SB. The report, along with the required financial statements, must be made within four business days of closing the transaction.

  • Recent SEC Enforcement Action Highlights Short Sales
    May 23, 2005

    Below is a brief summary of some recent SEC actions in connection with short selling. Short Sales and PIPES In CompuDyne, the SEC brought an action against an investor in a PIPE transaction for executing short sales prior to the public announcement of the PIPE transaction and prior to the effective date of the resale registration statement.

  • Conversion Caps - A Primer
    March 16, 2005

    Private equity investors – principally PIPEs funds – have inquired about using “conversion caps” in their investment agreements. Conversion caps, when used properly, allow these investors to avoid the burden of compliance with the reporting obligations under Exchange Act Section 13(d) and Section 16(a) and short swing profit rules under Section 16(b).

  • Update the "Boiler Plate" Provisions in Your Investment Agreement
    March 15, 2005

    A recent decision from the United States District Court from the Southern District of New York underscores the importance that investors make sure provisions in their investment agreements – which are frequently considered “boilerplate” – are updated to reflect recent court decisions.

  • SEC Expands Investment Advisor Registration For Hedge Fund Managers
    February 2, 2005

    Investment Advisors Act Section 203(b) exempts from registration under the Act those investment advisors who, during the preceding twelve months, had fewer than fifteen clients and did not hold itself out generally to the public as an investment advisor. Advisors Act Rule 203(b)(3)-1 provided a safe harbor so that a fund advisor need only count the fund as one client rather than “looking through” the fund to count each of the investors.

  • SEC Adds Additional Form 8-K Disclosure Requirements
    March 26, 2004

    In compliance with the “real time issuer disclosure” directive of the Sarbanes-Oxley Act, the SEC recently adopted new disclosure obligations increasing the number of events that are reportable on Form 8-K.

  • SEC Adopts New Disclosure Rules Regarding Nominating Committee Functions
    December 12, 2003

    The SEC has adopted amendments to existing disclosure requirements regarding board nominating committees and a new disclosure requirement concerning the means, if any, by which shareholders may communicate with directors.

  • SEC Adopts Changes to Rule 10b-18
    November 20, 2003

    The SEC recently amended Exchange Act Rule 10b-18, which provides companies a safe harbor from liability for manipulation when they repurchase their common shares in the open market. Rule 10b-18 does not, however, provide companies protection from other federal securities laws(such as prohibitions on insider trading) and non-securities laws (such as state corporation laws prohibiting repurchases which result in insolvency).

  • Audit Committees and Auditor Engagement
    November 5, 2003

    As the end of 2003 approaches, we are reminding our public company clients of the recent amendments to existing rules regarding audit committee oversight and control over audit engagements. The goal of these amendments, along with other changes adopted by the Sarbanes-Oxley Act, is to enhance the independence of outside auditors that audit and review financial statements filed with the SEC.

  • Code of Ethics Under Sarbanes-Oxley
    October 18, 2003

    Earlier this year, the Securities and Exchange Commission released its final rule to implement the “code of ethics” provisions of Section 406 of the Sarbanes-Oxley Act. The rule is set forth under Item 406 of Regulation S-K and Item 406 of Regulation S-B. As discussed in more detail below, the rule imposes on public companies new obligations relating to codes of ethics.

  • Consolidating Residential Real Estate Service Providers
    September 22, 2003

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this trend has recently been gaining momentum in New York. 

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