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Raphael S. Grunfeld

Raphael S. Grunfeld



Illustrative Matters

                                             

Sword Group
Represented Sword Group in the purchase of AgencyPort Insurance Services, Inc., a U.S. company engaged in insurance distribution technology.
Western Canadian Coal Corp.
Represented Western Canadian Coal Corp. with the U.S. aspects of the sale of shares for proceeds of $59.7 million pursuant to a prospectus filed with the Canadian security regulatory authorities.
Shazam Entertainment Limited
Represented Shazam Entertainment Limited, a UK Company, in the U.S. aspects of an investment by KBCP Holdings, Inc.
Genetix Group plc
Represented Genetix Group plc, a UK quoted company, in the U.S. aspects of its acquisition by way of tender offer by Danaher Corporation.
BlueGem Capital Partners LLP
Represented BlueGem Capital Partners LLP in a proposed acquisition of a minority interest in UK investment bank Panmure Gordon & Co. plc’s investment advisor and broker-dealer subsidiaries in the United States.
Cambrian Mining Plc
Represented Cambrian Investment Holdings Limited, a UK subsidiary of Cambrian Mining Plc, in a ₤36 million loan facility from Western Canadian Coal Corp., a British Columbian corporation.
Cambrian Mining Plc
Represented Cambrian Mining Plc in its ₤67.4 million acquisition by Western Canadian Coal Corp., a British Columbian corporation.
Barclays Bank PLC
Represented Barclays Bank PLC in the proposed sale of certain U.S. assets of Smallbone PLC, a UK designer of high-end kitchens and other home furnishings.
Coal International plc
Represented Coal International plc, an AIM listed company, in being taken private by Cambrian Mining plc pursuant to a U.K. Scheme of Arrangement.
Robert Brett & Sons Limited
Represented Robert Brett & Sons Limited in the sale of its U.S. subsidiaries engaged in sand and gravel mining in Virginia to Aggregate Industries Management, Inc.
Sword Soft Inc.
Represented Sword Soft Inc., a U.S. subsidiary of a French public company, in the acquisition of the database business applications of Vianovus, Inc., a California corporation.
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
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.

Speaking Engagements:          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
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, &rdq

Education

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

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