Raphael S. Grunfeld, Partner - Carter Ledyard & Milburn LLP Attorney

Practice Areas

International Business, Corporate, Securities, M&A Transactions

Practice Description

Cross border and U.S. mergers and acquisitions of private and listed companies; public offerings of U.S. listed companies on AIM; private placements of the securities of U.K. companies in the U.S. simultaneously with public offerings in the U.K.; private equity; venture capital and hedge fund investments in portfolio companies; U.S. corporate governance matters with a focus on Sarbanes-Oxley; licensing and intellectual property matters; general corporate assistance to non-U.S. companies establishing or expanding activities in the U.S.

Education

LL.B., 1973 Tel Aviv University (cum laude)
LL.M., 1974 University College, University of London

Admissions

1982 New York
1973 Israel

Publications Available on this website...

Additional Publications

“Hedge fund regulation: Trimming the hedge fund,” Legal Week, April 23, 2009; “More regulation or more diligence?,” Legal Week, January 15, 2009; “Cash tender offers in distressed markets,” Legal Week, January 7, 2009; “Brazil: Investing to and fro,” Legal Week, September 28, 2008; “Target Practice,” Legal Week, July 10, 2008; “US Focus: Prized Assets,” Legal Week, April 17, 2008; “U.S. Funds Made Easier,” Legal Week, February 28, 2008; “Fraud: Black Hopes,” Legal Week, September 20, 2007; “AIM’s Internet Threat,” Legal Week, June 28, 2007; “Exemptions that Allow UK Companies to Offer Stock Incentives to their U.S. Employers,” Legal Week, June 21, 2007;“US Brokers Key to Nomad Aims,” Legal Week, March 8, 2007; “Is Sarbanes-Oxley Out?,” Legal Week, February 2, 2007; “The Practical Nomad,” Legal Week, December 14, 2006; “Regulation S Goes Electronic,” Legal Week, September 14, 2006; “Aim to Knock the SOX Off,” Legal Week, May 25, 2006; “Fraud- The U.S. Government Gets Set for Battle,” Legal Week, May 18, 2006; "Laying the Blame for Enron," Legal Week, March 30, 2006; "Are You Ready for the PCAOB?" Client Advisory, June 8, 2004; “Dual Allegiance or Double Agent? A Comparison of Attorney-Client Privilege Under the New York Code of Professional Responsibility and the Sarbanes-Oxley Act of 2002,” New York International Chapter News, Summer 2003, Vol. 8, No. 1; "Who Wants to Be on the Audit Committee?" New York Law Journal, May 5, 2003; "An Argument for Ethics," Israel High-Tech Investor, December/January 2003; "Enforcing a Written Code of Ethics," New York Law Journal, November 18, 2002; "Can You Afford to be a Director?," Israel High-Tech Investor, October/November 2002; "Will Sarbanes-Oxley Lead Insurers to Deny Coverage?," New York Law Journal, September 23, 2002; "Giving Cash-Starved Companies a Second Chance," Israel High-Tech Investor, August/September 2002 (co-authored); "The Sarbanes-Oxley Act of 2002," Client Advisory, July 2002 (co-authored); "Drug Trafficking," Israel High-Tech Investor, June/July 2002; "Privacy or Security?," New York Law Journal Magazine, June 2002; "Getting Caught in the Middle," New York Law Journal, May 6, 2002; "Security Versus Privacy," Israel High-Tech Investor, February/March 2002.

Presentations

Panel Speaker at Auditing Conference October 28, 2004 of the FAE together with Douglas Carmichael, Chief Auditor of the PCAOB and Paul Bijou, Deputy Director of Inspection in charge of the PCAOB New York Office; Instructor at various seminars given by the NYSSCPA on how to prepare a CPA firm for a PCAOB Inspection.

Prior Experience

Partner in the mergers & acquisition and corporate finance group of Morrison & Foerster LLP, New York; General Counsel and Vice President, Genesis Direct, Inc., a NASDAQ company, New Jersey; General Counsel, First Capital Asset Management, Inc., New York, a broker dealer, investment advisor and Executive Vice President of its public portfolio company, DSI, Inc.; Associate in the corporate department of Baer Marks & Upham; Associate in the mergers & acquisition group of Skadden Arps Slate Meagher & Flom, New York; Associate, at Yitzchak Tunik and Shiboleth Roberts, Tel-Aviv, Israel.

Illustrative Matters

GI Partners Fund II LP	Represented GI Partners Fund II LP in connection with U.S. legal advise in establishing the fund and its contractual relationships with its fund managers.
Global Destinations Fund I	Represented Global Destinations Fund I, an offshore fund in connection with a sale of worldwide real estate interests to U.S. institutional investors with various investments into the fund through offshore feeder funds.
Japan Commercial Property Company Limited	Represented Japan Commercial Property Company Limited, a closed end fund incorporated in Jersey, in connection with the sale of interests to United States investors.
Sword Soft Limited	Represented Sword Soft Limited, a UK subsidiary of a French company, in the acquisition by way of merger of Collaboration Technology Inc., a company headquartered in San Francisco engaged in the document management software business.
Wasabi Energy, Ltd.	Represented Wasabi Energy, Ltd., an Australian public corporation, in the sale of energy assets to Global Georthermal, Ltd., a joint venture with a U.S. partner.
ETV Interactive, Ltd.	Represented ETV Interactive, Ltd., a Scottish company engaged in the supply of software technology and media content to the hospitality industry, in the sale of the company to iBAHN Corporation, a Delaware corporation.
Atlantic Leaseco, LLC	Represented Atlantic Leaseco, LLC in a financing by CIT of heavy mining equipment.
APAX Summer, Ltd. Liability Partnership	Represented APAX Summer, Ltd. Liability Partnership, a subsidiary of APAX in structuring a U.S. registration exempt employee benefit plan for employees of its U.S. subsidiaries including Incisive RWG, Inc. and Incisive Interactive Marketing, LLC.
Construction Industries Solutions Ltd.	Represented Construction Industries Solutions Ltd., a U.K. corporation, in the purchase of Shaker Computer and Management Services, Inc., a New York corporation engaged in the business of providing business intelligence software and services to the construction industry.
The Economist Newspaper Group Incorporated	Represented The Economist Newspaper Group Incorporated in its acquisition of GalleryWatch.com, a U.S. company that provides web site services that enables the realtime tracking and analysis of the legislative activities of the U.S. Federal and State authorities.
Investec Bank (UK) Limited	Represented Investec in connection with the private placement in the U.S. of the securities of a U.K. company simultaneously with its public offering on the London Stock Exchange.
Investec Bank (UK) Limited	Represented Investec in connection with a public offering of a U.S. company on AIM.
Incisive Media Plc	Represented Incisive Media Plc, a U.K. listed company in its $45 million acquisition of certain assets of Jupitermedia Inc., a U.S. company listed on NASDAQ.
Incisive Media Plc	Represented Incisive Media Plc, a U.K. listed company in its $56 million acquisition of Risk Waters Group Ltd., including a U.S. subsidiary, in the business of publishing magazines and organizing conferences for investment bankers.
Cambrian Mining Plc	Represented Cambrian Mining Plc, a U.K. private equity firm, and its affiliates in its $12 million acquisition out of bankruptcy of coal reserves, mining permits and related assets of Gauley Eagle Holdings, Inc. in West Virginia and the financing of the purchase.
Maple Coal Co.	Represented Maple Coal Co. an affiliate of Coal International Plc, an AIM listed company, in the acquisition of mining properties and permits from Lexington Coal Company LLC in West Virginia for $6.4 million.
King Coal Corporation Limited	Represented King Coal Corporation Ltd, a U.K. company, in its $5 million acquisition from Deepgreen Minerals Corporation Limited, an Australian company of the stock of Deepgreen West Virginia Inc, a company engaged in the recovery of coal from waste.
Coal International Plc	Represented Coal International Plc, a U.K. AIM listed company in the U.S. securities laws aspects of its ₤30 million purchase of shares of King Coal Corporation Limited and Maple Coal Co. Limited from U.S. persons pursuant to share exchange agreements in which the U.S. holders of King Coal and Maple Coal shares received AIM listed shares in Coal International Plc.
HIT Entertainment plc	Represented HIT Entertainment PLC, a U.K. public company owner of the rights to the Barney, Bob the Builder and Thomas brands, in the U.S. securities laws and U.S. anti-trust laws aspects of the sale of HIT to Apax Partners for approximately £490 million. The sale was effected by way of a scheme of arrangement under the U.K. Companies Act in which the entire share capital of HIT was purchased from its shareholders, including U.S. persons.
Medscreen Holdings Limited	Represented Medscreen Holdings Limited, a U.K. drug testing company, in connection with the purchase of Drug Testing Corporation Of America.
Hill Station	Represented Hill Station plc in connection with the purchase of the majority of shares of a related company from private U.S. shareholders in connection with a merger and AIM listing.
MK Secure Solutions Limited	Representation of U.K. private company in its due diligence investigation of various public shell companies in connection with a proposed reverse subsidiary merger.
The Royal Bank of Scotland	Represented The Royal Bank of Scotland in connection with the registration and sale of their shares in a U.S. public company.
New Millennium Group	Representation of U.K. executive search firm, with offices in London, New York and Hong Kong in connection with its establishment of U.S. operations, including all corporate matters relating to formation, certain trademark matters, employment matters including drafting of employment agreements, advice regarding retained search agreements, representation in connection with a commercial lease for office space in New York and immigration matters.
Scipher plc	Represented Scipher plc in connection with licensing transactions in the United States.
A U.K. Director	Represented a U.K. director in connection with director liability for sales of medical products manufactured by Japanese companies through subsidiaries in the United States.
Ashworth Limited	Represented Ashworth Limited, a U.K. company ("Ashworth") in connection with its purchase of approximately 59% of the outstanding stock of a U.K. public company some of the shares of which were held by U.S. persons.
Two U.K. Directors	Represented two U.K. directors in connection with unsecured exchangeable loan notes in Hawkeye Communications LLC, a U.S. company.
U.K. Shareholders and Creditors	Represented U.K. shareholders and creditors in the dissolution of Raeford Airlines, Inc., a Delaware corporation.
First Arrow Investment Management Ltd.	Represented First Arrow Investment Management Ltd. in connection with regulatory advice regarding investments in the U.S.
A U.K. Vice President	Represented a U.K. Vice President of a California based public company in connection with an SEC and Department of Justice investigation into revenue recognition aspects of the U.S. company.
A U.K. executive in a joint venture with a U.S. subsidiary	Representation of a U.K. client in connection with the client’s entrance into a LLC Agreement together with Incepta Group Inc., a Delaware corporation and subsidiary of Incepta Plc, a listed PR company in the U.K.
A U.K. Client	Representation of a U.K. client regarding the structure and transfer of U.S. Orphan Drug registrations for the National Blood Authority of England and Wales (NBA)/Bio Products Laboratory (BPL).
A National Accounting Firm	Represented a national accounting firm in connection with issues arising out of its quasi-merger with another accounting firm and regulatory issues with the PCAOB arising from such merger.
Blick Rothenberg	Represented Blick Rothenberg, a U.K. accounting firm in connection with issues arising out of their registration with the PCAOB.
Schwarz and Hofflich	Represented Schwartz and Hofflich, a U.S. accounting firm before the SEC in connection with issues arising out of registration with the PCAOB for auditors auditing the books of non public mutual funds.
Alan Goldberger, CPA	Represented Mr. Alan Goldberger in connection with a PCAOB disciplinary proceeding in connection with a PCAOB inspection.
Ness Tech LLC	Represented Ness Tech LLC, the largest shareholder of and investor in Ness Technologies, Inc., Israel’s largest information technology company, in connection with the $78 million purchase, through a tax free, stock swap merger, of Apar Infotech, a Pennsylvania information services company, with R&D headquarters in India.
Mutek Solutions Ltd.	Reverse subsidiary merger for purchase by Mutek of Raleigh Group International, Inc., a North Carolina distributor.
Exalink Ltd.	Representation in connection with sale of Comverse Technologies Inc. securities received in connection with $500,000,000 acquisition of Exalink Ltd. by Comverse.
SLR Acquisition Corp.	Representation of a legal and administrative executive search firm in connection with the spin-off of its IT and administrative division to a newly formed joint venture and the raising of capital by way of a private placement.
Blumberg Capital	Representation of California based venture capital firm in connection with a series A preferred stock purchase in an Israeli software company and the Israeli company’s reincorporation in the U.S. and a follow on investment through convertible notes and warrants.
	Representation of Blumberg Capital in its investment in Go Networks, Inc., a mobile data system development company. The investment, in which other prominent Israeli venture capital firms participated, was in the form of a Convertible Promissory Note accompanied by warrants in the company.
Decima Ventures, Inc.	Establishing fund for venture capital investments, including international tax advice, drafting of bonus plans, employment agreements and consulting agreements.
Zarom Holding Limited	Establishing fund for venture capitalist investments; United States tax advice and consulting agreements.
Etagon Inc.	Establishing fund for venture capital investments; drafting of stock option plans, employment agreements and research and development agreements.
Orsus Solutions Ltd.	Representation of Israeli based software enterprise company with offices in California, in connection with a Software License, Distribution and Reseller agreement with Airprism, Inc., a California based, Delaware corporation; and representation of Orsus Solutions USA, Inc., its U.S. subsidiary,in connection with stock option plans, restricted stock plans, distributor agreements, commercial litigation and other ongoing corporate matters.
Tefen USA, Ltd.	Representation in connection with an agreement to provide certain FDA compliance services for a customer of Tefen USA, Ltd. and in a joint venture for development of consulting services software.
Bead Goes on and Beadniks	Representation of a wholesale Catalog company established in Massachusetts, in connection with general corporate, trademark and franchise agreement advice.
Artscroll Printing Corporation	Assisted Artscroll Printing Corporation and publisher Mesorah Publications, Ltd. in obtaining a trademark from a third party.
Genesis Direct, Inc.	Acquisitions by way of Asset Purchase Agreement, Stock Purchase Agreement or Merger of the following companies:
	Manny’s Baseball Land (d/b/a 1-800-Pro-Team); Athletic Supply of Dallas, Inc.; Lilliput Motor Company, Ltd; The Center for Applied Psychology, Inc. (d/b/a Childswork/Childplay); First Step Designs, Ltd. (d/b/a Hand in Hand); Duclos Direct Marketing, Inc. (d/b/a Competitive Edge Golf); The Thursley Group, Inc. (d/b/a The Voyager’s Collection); Artesania Inc. (d/b/a Ninos); Global Friends Collection, Inc., Fanfare Enterprises, Inc. (d/b/a The Music Stand); H&L Productions; Zig-Zag Imports, Inc. (d/b/a Soccer Madness); the business concept of The Romance Boutique; Select Service & Supply (d/b/a Sportime); Fan and Fun Versand Liebe Und Becker OHG; The Edge Company Catalog Inc. and Carol Wright Gifts Inc.
	Financings: Private placement offering for approximately $25 million, sale of $62 million in stock and convertible debt to GE Investment Private Placement Partners II, $30,000,000 secured credit facility with CIT, Private Placement Offering for approximately $8.6 million, sale of approximately $71 million in Series A Preferred Stock to various institutional investors, Initial Public Offering, for approximately $166 million of common stock on the Nasdaq Stock Market.
HarmonyCOM, Inc.	Software License and Distribution Agreement with Cisco Systems Inc.
Netformx Ltd.	Licensing agreement with SBC and Webex, Inc.
Vertex, Inc.	Representation of venture capitalist in connection with an investment in various portfolio companies.
Technologynet Inc.	Representation of company in various financings including the sale of various series of Preferred Stock and strategic alliances with and investment by i2, Inc.
Tirosh Holdings Limited	Representation in connection with sale of Comverse Technologies Inc. securities received in connection with $500,000,000 acquisition of Exalink Ltd. by Comverse.