Sam has been actively engaged in all types of securities and business transactions since 1969. Sam represents issuers, underwriters, private placement sales agents, and selling shareholders. Sam also represents companies, boards of directors, audit committees and special committees in a variety of securities matters, in going public and going private transactions and in mergers and acquisitions. He has represented sponsors and Regional Centers in connection with EB-5 offerings and related documentation. Sam has represented several clients in negotiating and documenting bank credit facilities and financings under trust indentures. Sam has structured and drafted contracts for a variety of business transactions and joint ventures both in the United States and, in connection with oil and gas transactions, Australia, Morocco, Mozambique, New Zealand, the Republic of South Africa, the Republic of South Korea, and the United Kingdom. Sam has appeared as an expert witness or litigation advisor in several securities related civil actions and many NASD arbitrations.
Since 1986, Sam has been a Public Arbitrator for the National Association of Securities Dealers, Inc. and is on the list of arbitrators for the New York Stock Exchange. FINRA now administers public and industry arbitrations and Sam has been selected and now serves as an arbitrator for that organization.
Sam became a certified public accountant in 1970 and continues to advise clients in complex intermixed legal and accounting matters.
- Exempt securities offerings (Section 4(2), Rule 506).
- Rule 144A private placements.Senior credit and trust indenture facilities.S-4 note exchange offers.
- Going private transactions.
- Initial public offerings representing issuers or underwriters.
- Merger, acquisitions, asset sales/purchases and spin-offs.
- Periodic reporting under the Securities Exchange Act.
- Oil, gas and mining transactions in the U.S. and oil and gas exploration joint ventures in several foreign countries.