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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2376
E:
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Eleazer (“Ele”) Klein, a partner in the New York office, practices in the areas of securities law, mergers & acquisitions, and regulatory compliance. Ele is best known for his expertise since the early 1990s in the development and implementation of alternative investment structures for private equity investments and, specifically, the structuring and negotiating of private investments in public equity, or PIPEs, and related products including Registered Direct offerings, Convertible 144A offerings, Reverse Mergers, Equity Lines and SPACs. Ele currently works on approximately 200 PIPE or PIPE market-related transactions every year for some of the largest private investment groups and investment banks in the United States and abroad. In addition, Ele advises clients on initial public offerings and secondary offerings, venture capital financing, indenture defaults and interpretation, and activist investing, as well as counseling clients in the regulatory areas of short-selling, Sections 13 and 16, Rule 144, insider trading and Regulation M/Rule 105.
Because of his extensive PIPEs experience, Ele is a contributing author to PIPEs: A Guide to Private Investments in Public Equity, published by Bloomberg Press, which is a leading treatise in the PIPEs arena. In addition, he has become a leading source for business journalists and business news organizations, and a much sought-after speaker by sponsors of PIPEs, SPACs and regulatory conferences. Ele served as moderator for DealFlow Media's 2010 PIPEs conference and presented at the 10th China Venture Capital and Private Equity Forum in Shenzhen, China, DealFlow Media’s International PIPEs Conferences in Shanghai and Hong Kong, FRA’s Annual Industry Summits on PIPEs and SRZ’s 20th Annual Private Investment Funds Seminar, and guest-lectured at Yale Law School’s Chirelstein Colloquium on Contemporary Issues in Law and Business. Ele is listed in New York Super Lawyers (one of the most respected listings of lawyers recognizing the top lawyers in the New York metropolitan area). Ele received his law degree in 1991 from Yale Law School, where he was senior editor of The Yale Law Journal.
Selected Publications
Books
“Private Investments in Public Equity Securities (‘PIPES’),” Insider Trading Law and Compliance Answer Book (Practising Law Institute) October 2011 (co-author)
“Transaction Reporting,” Investment Management Law and Practice (Oxford University Press) 2010
PIPEs: Revised and Updated Edition (Bloomberg Press) 2006 (co-author)
PIPEs: A Guide to Private Investments in Public Equity (Bloomberg Press) 2003 (co-author)
Articles
“SEC Issues Proposing Release to Readopt Beneficial Ownership Rules as They Relate to Security-Based Swaps,” SRZ Client Alert, March 25, 2011 (co-author)
Quoted, “SEC Redoubling Efforts to Root Out Microcap Fraud,” The PIPES Report, Jan. 18, 2011
Quoted, “Goldman-Facebook Deal Raises Debate on Investor Pool,” The New York Times, Jan. 6, 2011
Quoted, “QVT Must Face Trial on Alleged Short-Swing Profits,” The PIPEs Report, Nov. 2, 2010
Quoted, “Enable Capital,” The PIPEs Report, April 6, 2010
Quoted, “PIPE Funds that Participate in CMPOs May Face Increased Scrutiny of Shorting,” The PIPEs Report, April 6, 2010
Quoted, “Investor Disputes May Drive Regulators' Scrutiny,” The PIPEs Report, March 16, 2010
Quoted, “Issuers Face Restatements From ‘Down Round’ Provisions,” The PIPEs Report, Jan. 19, 2010
Quoted, “Inconsistent Due Diligence Threatens Agents,” The PIPEs Report, Dec. 15, 2009
“SEC Staff Clarifies Interpretation Related to Filing Deadline for Schedules 13D and 13G,” SRZ Client Alert, Nov. 19, 2009
Quoted, “Confidentiality, Standstill and Insider Trading Considerations Relevant to Hedge Funds Investing in PIPEs,” The Hedge Fund Law Report, Nov. 11, 2009
Quoted, “PIPEs: A Lasting Trend,” Practical Law Company, Sept. 1, 2009
“SEC Enforcement: Enhanced 13(d) Scrutiny and Merger Arbitrage,” SRZ Activist Investing Developments, Summer 2009
Quoted, “Exchange-Listed Companies Larger Slice of Market,” The PIPEs Report, April 21, 2009
Quoted, “Registration Law is Now Likely,” The PIPEs Report, April 7, 2009
“Swaps and Section 16: Reporting and Liability Issues,” SRZ Activist Investing Developments, Winter 2009 (co-author)
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
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
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
More
Selected Speaking Engagements
“Current Trends in M&A, PIPEs and Co-Investment Transactions,” SRZ 21st Annual Private Investment Funds Seminar, January 2012
“Registered Directs, CMPOs, Follow-ons and Other Small Cap Capital Formation Tools,” DealFlow Media PIPEs Conference, New York, November 2011
“PIPEs,” FRA 11th Annual Valuation of Hard-to-Value Securities and Portfolios Conference, New York, June 2011
“Alternative Public Offerings: An Emerging IPO Option,” Strafford Webinar, New York, June 2011
“How to Comply with Rule 105: A Workshop for Hedge Fund Managers,” SRZ Investment Management Hot Topics, New York, May 2011
“Current Issues in Distressed Investing,” SRZ 20th Annual Private Investment Funds Seminar, New York, January 2011
Moderator, “The Debate over Unregistered vs. Registered Securities,” DealFlow Media PIPEs Conference, Las Vegas, November 2010
“Trends in PIPE Transactions,” The International PIPEs Conference, Shanghai, May 2010
“Effectively Valuing PIPEs,” FRA 10th Annual Valuation of Hard-to-Value Securities and Portfolios Conference, New York, March 2010
“Distressed Investing: Deal Structuring,” SRZ 19th Annual Private Investment Funds Seminar, New York, January 2010
“Trends in Structure and Pricing: What are the Options for Issuers?,” DealFlow Media PIPEs Conference, Las Vegas, December 2009
“Compliance Issues Relating to Reg SHO, Rule 105, Rule 144A, Rule 144, Regulation S and Private Placements,” Trading Compliance Seminar, Greenwich, CT, October 2009
“Compliance Issues Relating to Sections 13 and 16, Reg SHO, Rule 105 and Insider Trading,” Trading Compliance Seminar, Greenwich, CT, May 2009
“Legal & Regulatory Update: MOFCOM, SAFE and Circular 142,” DealFlow Media International PIPEs Conference, Shanghai, March 2009
“Disclosure and Reporting Under Section 13 and 16: Groups and Swaps Post-CSX,” SRZ 18th Annual Private Investment Funds Seminar, New York, January 2009
FRA 9th Annual on Valuation of Hard-to-Value Securities and Portfolios Conference, New York, November 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, November 2008
“Alternative Financing: Using Private Investments in Public Equity (PIPEs),” SRZ Think Big! Small- and Mid-Cap Public Company Forum, New York, July 2008
“Understanding PIPE Valuations,” FRA Valuation of Hard to Value Securities & Portfolios Conference, The Harmonie Club, New York, June 2008
“The Proxy Process & The Special Meeting Under Pressure,” DealFlow Media SPACs Conference, New York Hilton, New York, June 2008
“Financing Alternatives: PIPEs” at The 10th China Venture Capital and Private Equity Forum, Shenzhen Wuhzou National Guest House, Shenzhen, China, April 2008
“Update on the PIPE Market: New Rules & Recent Pricing Trends,” DealFlow Media International PIPEs Conference, Hong Kong, April 2008
“Current Issues in Private Placements and Hedge Fund Investing: A Case Study,” Yale University, New Haven, CT, March 2008
Chair, 7th Annual Industry Summit on PIPEs, New York, January 2008
“Addressing Conflicts of Interest,” SRZ 17th Annual Private Investment Funds Seminar, New York, January 2008
“Will the SEC’s New Rules Ease Investment in Public Companies?,” DealFlow Media PIPEs Legal Update Webinar, December 2007
FRA 8th Annual Valuation of Hard-to-Value Securities and Portfolios Conference, New York, November 2007
“Capital Access Forum (PIPEs),” Belmont Partners, Washington, DC, November 2007
5th Annual PIPEs Conference, New York, October 2007
Chair, 3rd PIPEs Summit, New York, July 2007
Hedge Fund Trading Forum, New York, July 2007
FRA 6th Annual Valuation of Hard-to-Value Securities and Portfolios Conference, New York, June 2007
Chair, “Navigating PIPEs, Laws and Regulations,” FRA Conference, New York, May 2007
The PIPEs Conference Europe, London, May 2007
Private Investment in Public Equity (PIPEs), Atlanta, GA, March 2007
Chair, 6th Annual Industry Summit on PIPEs, New York, January 2007
Chair, Second PIPEs Summit, Coconut Grove, FL, January 2007
The PIPEs Conference, New York, November 2006
FRA 5th Annual Valuation of Hard-to-Value Securities and Portfolios Conference, New York, November 2006
5th Annual Hedge Fund Seminar, London, October 2006
PIPEs Summit, New York, July 2006
The PIPEs Conference Europe, London, June 2006
Chair, The 5th Annual Industry Summit on PIPEs, New York, January 2006
“Regulatory and Investment Issues in PIPEs Transactions,” 15th Annual Private Investment Funds Seminar, New York, January 2006
Wall Street Reporter Webinar on PIPEs, February 2006
DealFlow Media PIPEs Conference, New York, October 2005
Chair, FRA 4th Annual Industry Summit on PIPEs, New York, February 2005
Television Appearance, CNBC-Street Signs With Ron Insana, January 2005, Regulation SHO
“Small & Micro Cap Public Company Symposium,” Strategic Research Institute, Bermuda, October 2004
DealFlow Media PIPEs Conference, New York, October 2004
FRA 3rd Industry Forum on PIPEs, New York, September 2004
DealFlow Media PIPEs Conference, New York, Octobter 2003
“PIPEs Roundtable,” Wall Street Reporter, New York, June 2003
“Overview of Restructurings,” New York City Bar Association, New York, June 2003
“Insider Trading Pitfalls,” New York, February 2003
“Legal Regulatory and SEC Guidelines in Structuring PIPEs,” FRA Conference, New York, November 2002
FRA Issuers’ and Investors’ Forum on PIPEs, New York, November 2002
“Chinese Walls and Related Strategies,” New York, October 2002
“Issues in Corporate Resolutions,” New York, September 2002
“Registered Direct Offerings,” Minneapolis, August 2002
“PIPEs and Alternate Equity Strategies Seminar,” The Institute for International Research, New York, July 2002
“Drafting Warrants,” New York, June 2002
FRA PIPEs and Alternative Equity Financing Structures Forum, New York, March 2002
“From PIPEs To Equity Lines, Conference on The Private Equity Market For Public Companies,” New York, October 2001
“Insider Trading Concerns,” Conference on Securities Issues, New Jersey, Fall 2000
“Issues in Shareholders Agreements and Registration Rights Agreements,” New York, March 2000
More
Memberships
Securities Regulation Committee
New York City Bar Association
American Bar Association
Other Distinctions
Biltmore Who's Who Registry of Executives and Professionals
New York Super Lawyers
Bar Admissions
Education
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Yale Law School, J.D., 1991
- Senior Editor, The Yale Law Journal
- Yale University Graduate and Professional Senate - Law School Senator
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Brooklyn College, CUNY, B.S., summa cum laude, 1987
Prior Experience
Davis Polk & Wardwell
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