Eleazer Klein

Practice Areas

Securities/private equity
Private placements in public and private companies, including PIPES, equity lines, convertible securities, Reg D, Reg S and Rule 144A offerings; concentration in structuring and negotiating private investment structures

Securities/public equity
Initial public offerings, secondary offerings, registered directs, SPACs

Mergers and acquisitions
Public and private acquisitions, dispositions and mergers, including leveraged buy-outs and cross border transactions and reverse mergers

Corporate structuring and compliance
Advice in all aspects of corporate representation, including 1934 Act compliance, joint ventures and corporate structuring

Technical law
Special concentration in Indenture Defaults and Interpretation, Sections 13 and 16, Rule 144, short selling and insider trading

Venture capital
Representation of investors in evaluating, structuring, negotiating and implementing strategic and opportunistic investments and representation of companies from concept through fund raising, strategic alliances and exit events

Education

Selected Publications

Quoted, “Evasive Action: Redemptions Instill Hesitancy in Funds,” The PIPEs Report, Oct. 7, 2008

Quoted, “Rule 415 Reversal? Actions Leave APOs in Uncertain Standing,” The Reverse Merger Report, March 13, 2008

Quoted, “Rule 415 Threatens APO Market,” The PIPEs Report, March 4, 2008

Quoted, “PIPE Fitting: Amid LBO Slump, PE Shops Are Seizing on the Market for Private Investments in Public Equity,” Mergers and Acquisitions Journal, Dec. 1, 2007

Quoted, “PIPE Sellers Tangle with Issuers and Investors Who Seek to Abolish Hedging,” The PIPEs Report, Nov. 20, 2007

Quoted, “PIPE Financing Sheds Off Bad Rap and Sluggish Activity,” Boston Business Journal, Nov. 9, 2007

Quoted, “PIPEs Gain Ground with a Wider Audience,” Investment Dealers Digest, Nov. 5, 2007

Quoted, “ ‘Blank Check Company’ Has Eye on Major Media Buy,” Los Angeles Business Journal, May 14, 2007

Quoted, “Final Ruling on Rule 415,” The PIPEs Report, Feb. 6, 2007

Contributing Author, “PIPEs: Revised and Updated Edition,” Bloomberg Press, 2006

Quoted, “Accounting Move Roils PIPE Market,” Corporate Financing Week, May 1, 2006

Quoted, “SEC Review Process Slows Speed to Market,” Corporate Financing Week, Jan. 30, 2006

“Implications and Considerations of Section 16 for Activist Investors,” Activist Investing Developments, Fall 2005

Quoted, “The Finder Dilemma,” The PIPEs Report, December 2004

Quoted, “The PIPEs Are Flowing: Small Public Companies Can Find It Less Costly to Raise New Money Privately, But Only If They Can Find the Right Investors.” CFO Magazine, November 2004

Quoted, “Hedge Fund Short-Sale Tactic Faces Uncertain Future,” TheStreet.com, Sept. 16, 2004

Quoted, “No Need to Sweat These PIPEs,” CFO Magazine, August 2004

Quoted, “PIPEs Investors Grapple with Insider Trading Issues,” MAR/Hedge, July 2004

Contributing Author, “PIPEs: A Guide to Private Investments in Public Equity,” Bloomberg Press, 2003

Commentary on Short Selling Activities, The Daily Deal, May 27, 2003

Quoted, feature story on Canadian Provincial Regulators, The PIPEs Report, July 15, 2003

Quoted, feature story on International Private Placements, The PIPEs Report, May 1, 2003

“PIPE Trends—PIPEs Benefit from Increasing Credibility,” Wall Street Reporter, PIPE Market Insider, February 2002

Quoted, “PIPEs Pumped by Venture Cash” The Daily Deal, Sept. 30, 2002

Quoted, “Possible Enron Bankruptcy Seen Cooling SEC Probe Pace” Reuters, Nov. 29, 2001

Selected Speaking Engagements

"Valuation of Hard-to-Value Securities and Portfolios," FRA 9th Summit on Valuation of Hard-to-Value Securities and Portfolios, Flatotel, New York, Nov. 17-18, 2008

"Accounting and Valuation Issues: Examining the New Rules on Determining Fair Value of Securities," and Moderator, "PIPEs Legal Roundtable," DealFlow Media PIPEs Conference, New York Hilton, New York, Nov. 12-13, 2008

“Alternative Financing: Using Private Investments in Public Equity (PIPEs),” SRZ Think Big! Small- and Mid-Cap Public Company Forum, New York, July 9, 2008

“Understanding PIPE Valuations,” FRA Valuation of Hard to Value Securities & Portfolios Conference, The Harmonie Club, New York, June 23–24, 2008

“The Proxy Process & The Special Meeting Under Pressure,” DealFlow Media SPACs Conference, New York Hilton, New York, June 4–5, 2008

“Financing Alternatives: PIPEs” at The 10th China Venture Capital and Private Equity Forum, Shenzhen Wuhzou National Guest House, Shenzhen, China, April 10–12, 2008

“Update on the PIPE Market: New Rules & Recent Pricing Trends,” DealFlow Media International PIPEs Conference, Grand Hyatt, Hong Kong, April 8–10, 2008

“Current Issues in Private Placements and Hedge Fund Investing: A Case Study,” Yale University, New Haven, Conn., March 3, 2008

Chair, “7th Annual Industry Summiton PIPEs,” Affinia Hotel, New York, Jan. 29–30, 2008

“Addressing Conflicts of Interest,” Schulte Roth & Zabel 17th Annual Private Investment Funds Seminar, New York Marriott Marquis, New York, Jan. 15, 2008

“Will the SEC’s New Rules Ease Investment in Public Companies?,” DealFlow Media PIPEs Legal Update Webinar, Dec. 12, 2007

“Valuation of Hard-to-Value Securities and Portfolios,” Financial Research Associates, Flatotel, New York, Nov. 16, 2007

“Capital Access Forum (PIPEs),” Belmont Partners, Four Seasons Hotel, Washington, D.C., Nov. 9, 2007

“5th Annual PIPEs Conference,” DealFlow Media, New York, Oct. 18–19, 2007

Chair, “3rd PIPEs Summit,” International Quality & Productivity Center, The Princeton Club, New York, July 17–19, 2007

“Hedge Fund Trading Forum,” Financial Research Associates, The Helmsley Hotel, New York, July 17, 2007

“The 6th Annual Valuation of Hard-to-Value Securities and Portfolios,” Financial Research Associates, Flatotel, New York, June 11–12, 2007

Chair, “Navigating PIPEs, Laws and Regulations,” Financial Research Associates, The Harvard Club, New York, May 30, 2007

“The PIPEs Conference Europe, 2007,” DealFlow Media, London, May 18, 2007

“Private Investment in Public Equity (PIPEs),” Strategic Research Institute, Atlanta, Ga., March 13–14, 2007

Chair, “The 6th Annual Industry Summit on PIPEs,” Financial Research Associates, The Princeton Club, New York, Jan. 25–26, 2007

Chair, “Second PIPEs Summit,” International Quality & Productivity Center, Coconut Grove, Fla., Jan. 9–11, 2007

“The PIPEs Conference 2006,” DealFlow Media, New York, Nov. 7, 2006

“Fifth Annual Valuation of Hard-to-Value Securities and Portfolios,” Financial Research Associates, The Princeton Club, New York, Nov. 30, 2006

“5th Annual Hedge Fund Seminar,” The Café Royal, London, Oct. 5, 2006

“PIPEs Summit 2006,” International Quality & Productivity Center, The Princeton Club, New York, July 19–20, 2006

“The PIPEs Conference Europe 2006,” London, June 9, 2006

Chair, “The 5th Annual Industry Summit on PIPEs,” The Harvard Club, New York, Financial Research Associates, Jan. 25, 2006

“Regulatory and Investment Issues in PIPEs Transactions,” 15th Annual Private Investment Funds Seminar, New York, Jan. 19, 2006

Wall Street Reporter Webinar on PIPEs, Feb. 2, 2006

“The PIPEs Conference 2005,” A Forum for Private Investments in Public Equity, DealFlow Media, New York, Oct. 26–27, 2005

Chair, “The 4th Annual Industry Summit on PIPEs,” The Princeton Club, New York, Financial Research Associates, Feb. 28, 2005

Television Appearance, CNBC-Street Signs With Ron Insana, Jan. 11, 2005, Regulation SHO

“Small & Micro Cap Public Company Symposium,” Strategic Research Institute, Fairmount Southampton, Bermuda, Oct. 24–28, 2004

“The PIPEs Conference 2004,” A Forum for Direct Investments in Public Companies, DealFlow Media, New York, Oct. 13–14, 2004

“The 3rd Industry Forum on PIPEs,” Financial Research Associates, New York, Sept. 13, 2004

“The PIPEs Conference,” A Forum for Direct Investments in Public Companies, New York, Oct. 14, 2003

“PIPEs Roundtable,” Wall Street Reporter, New York, June 25, 2003

“Overview of Restructurings,” New York City Bar Association, New York, June 19, 2003

“Insider Trading Pitfalls,” New York, Feb. 5, 2003

“Legal Regulatory and SEC Guidelines in Structuring PIPEs,” Financial Research Associates, New York, Nov. 7, 2002

“The Issuers’ and Investors’ Forum on PIPEs,” Financial Research Associates,The City Athletic Club, New York, Nov. 6, 2002

“Chinese Walls and Related Strategies,” New York, Oct. 28, 2002

“Issues in Corporate Resolutions,” New York, Sept. 17, 2002

“Registered Direct Offerings,” Minneapolis, Aug. 12, 2002

“PIPEs and Alternate Equity Strategies Seminar,” The Institute for International Research, The Helmsley Hotel, New York, July 16, 2002

“Drafting Warrants,” New York, June 2002

“PIPEs and Alternative Equity Financing Structures Forum,” Financial Research Associates, The Princeton Club, New York, March 25, 2002

“From PIPEs To Equity Lines, Conference on The Private Equity Market For Public Companies,” New York, Oct. 24, 2001

“Insider Trading Concerns,” Conference on Securities Issues, New Jersey, Fall 2000

“Issues in Shareholders Agreements and Registration Rights Agreements,” New York, March 13, 2000

Memberships

Securities Regulation Committee
New York City Bar Association
American Bar Association

Prior Experience

Associate, Davis Polk & Wardwell, New York, N.Y.