Securities Law Expert 396731 AL

Expertise Description

I have more than 40 years experience in the field of Law with expertise in corporate, securities, and business law issues. I have experience with complex civil litigation, public and private securities offerings (IPOs, Regulation D, etc), corporate governance, attorney standard of care issues, contract preparation, attorney malpractice, attorney competence, executive employment agreements and compensation, stock options and other equity based compensation arrangements, as well as broker dealer private offerings responsibilities. I have additional knowledge of securities resales (Rule 144), mergers and acquisitions, corporate finance transactions, corporate investigations, and public company reporting and disclosure obligations. I have over 20 years expert witness experience with consultations, deposition, and courtroom testimony.

Areas of Expertise

Expert Witness

My expert witness experience includes cases of validity of preferred stock investment; non-compliance with various legal and corporate governance requirements and norms; whether real estate investments and related contracts and arrangements (condominium hotel and other real estate investments) involved securities and investments under Florida and federal law; alleged legal malpractice various transactions, agreements; various executive employment agreement terms, including reasonableness of termination and severance provisions, change in control benefits, stock options; and whether unregistered sales of securities violated Section 5 of 1933 Act or satisfied applicable exemptions from registration. 

Professional Experiences

My professional experience includes practicing at law firms. 

Relevant Experiences

I have many years of experience as a corporate and securities transactions lawyer in private practice.  I’ve had extensive M&A experience representing both buyers and sellers. 
Although it is my view, that the standard of care in M&A transactions is a national standard, I am admitted to practice law in New York.
Throughout my professional career, starting as a young associate with Fried Frank and continuing with Trenam Law, sophisticated M&A work has been a mainstay of my practice.  I’ve also been very active with the Business Law Section of the American Bar Association. Among the substantive committees in which I have been active for many years are the Federal Regulation of Securities, Mergers and Acquisitions, and Middle Market and Small Business.
As an active ABA Business Law Section member, it has been my practice for many years to attend several Section meetings each year and, at these meetings, attend or serve on the faculty of numerous continuing legal education (CLE) programs and substantive committee meetings and workshops. Many of these programs and activities are devoted to or consider issues regarding acquisitions and merger transactions and the respective roles and responsibilities of the companies, lawyers, investment bankers and other advisors in such transactions.  My ABA Section of Business Law experiences have allowed me to become informed about the customs and practices of many skilled corporate and securities attorneys from around the country.  Thus, my personal experiences as a practicing lawyer are broader and deeper than what they would have been if I had not been so active in the ABA Section of Business Law.
Several of my expert witness engagements have involved allegations of attorney malpractice in M&A transactions.  In these assignments, I have worked with, on behalf of or examined by nationally prominent law firms.
Based on the experience as an expert witness, my ABA activities and my in practice experience working on actual deals, I feel I am well qualified to participate as an expert witness in M&A litigation concerning alleged legal malpractice.

After many years of private practice solely as a business transactions attorney, I now focus a significant amount of my time on expert witness services in complex commercial litigation involving corporate, securities, and corporate governance issues (including cases with legal malpractice issues).
I have significant experience and expertise in the following area:
•         I have many years of experience in negotiating and documenting complex commercial loans for both public and private companies.
•         In the case of public company borrowers, I have experience in describing the terms of material loans and lending relationships in periodic SEC filings and other public disclosures.
•         I am an experienced expert witness.  I have provided expert reports and testimony in both depositions and at trial in cases where the content of SEC filings, private and public disclosures and conduct and services of counsel in various types of securities transactions were at issue.
•         I have extensive experience teaching continuing professional education programs for attorneys and other professionals regarding corporate transactions and securities law compliance.
•         My teaching experience includes service as an adjunct professor a law school teaching introduction to securities regulation.


J.D.University of Pennsylvania Law School
A.B.HistoryHamilton College

Licenses Certifications

Licensed to practice law in Florida and New York

Awards & Affiliation

American Law Institute
American Bar Foundation

Primary Affiliation

American Law Institute

Partial List of Consulting Expert Witness Cases