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David I. Karabell

David I. Karabell

Partner
Member, Corporate Opinions Committee

Wall Street Office
2 Wall Street
New York, NY 10005
karabell@clm.com
phone: 212-238-8852
fax: 212-732-3232 download v-card

Practice Area

Corporate

Practice Description

Private equity, general corporate, mergers & acquisitions, equity and debt financing, workouts and restructuring, and real estate acquisitions and sales, financings and leasing.

Education

  • B.A., 1961 Temple University
  • LL.B., 1967  New York University School of Law

Admissions

  • 1967 New York

Affiliations

  • The Association of the Bar of the City of New York
  • New York State and American Bar Associations

Publications

"Handbook of Mergers, Acquisitions and Buyouts," edited by Colman and Lee, Prentice-Hall, 1981, Chapter 39, The Acquisition Contract and Closing

Prior Experience

  • 1971-2002 Partner, O'Sullivan, LLP (formerly O'Sullivan, Graev & Karabell)
  • 1969-1970 Vice President & General Counsel, Cavanagh Communities Corporation
  • 1967-1969 Associate, Marshall Bratter Green Allison & Tucker

Illustrative Matters

Client
Description
Venture capital/private equity funds/portfolio companies
 
Preferred and common stock investments in various entities, representation of portfolio companies in various activities, including stockholders’ agreements, registration agreements, management participation agreements, equity and secured and unsecured debt financing as well as general representation for employee arrangements, software and licensing arrangements, benefit plans, sale of products, operating agreements, and acquisitions and sales of businesses and work-outs.
A medical device company
Acquisitions by way of merger, purchase of capital stock and purchase of assets of various entities and businesses in this client’s roll up of manufacturers and suppliers of medical devices, products and testing materials. Work for this client also includes marketing and distribution agreements, employment and consulting agreements, licensing of intellectual property, supply and  manufacturing agreements and joint venture agreements.
A buy-out fund
In connection with an acquisition in a recapitalization transaction, negotiation and completion of shared facility agreements, supply agreements, operating agreements, real estate leases and related agreements for shared facilities in the UK, Europe and the US, purchase of additional facilities in Europe and the US and offices and smaller facilities in other countries in Asia, Latin America and the Middle East.
For other private equity/buy out funds
Purchase from a fortune 100 company and financing of a wholesale juice business with multiple facilities and of a manufacturer and retailer of clothing.
Magazine and book publishers
Acquisition of magazines, recapitalization and financings, purchase and sale of magazines and newsletters and sale, licensing and distribution arrangements for publishers of books and newsletters.
An aluminum company
Purchase of businesses, joint ventures for product development, arrangements for direct purchase of electricity for large aluminum facility through a third party energy manager and arrangements for long and short term contracts for purchase of electricity.