PROJECT ATTORNEYS
We know your transaction is complex and requires expertise and throughput to complete effectively and timely.  Whenever necessary to assure timeliness, we add project attorneys to our deal team so we can work on multiple parallel tracks (for example: M&A transactional negotiation and documentation, M&A financing negotiation and documentation, and related due diligence / closing).  Our project attorneys are not our employees, of counsel or partners, but we have closed numerous deals with our project attorneys for years.  Each one has more than 20 years’ experience.  Although the needs of each transaction dictate whether we utilize project attorneys, and which project attorneys we utilize, the following are our most often utilized project attorneys:

Fern Watts

Few corporate attorneys match the breadth of experience that Fern Watts has acquired over the last three decades as a practicing member of the New York and Florida bars representing public and private companies, both domestically and internationally, in all types of corporate and finance transactions. From that experience flowers a perspective that serves clients with strong legal work from an attorney who understands what makes businesses hum.Since coming out of Harvard Law in 1982, whether an associate, partner or general counsel, Fern has attacked the unfamiliar until it becomes the familiar. She’s eschewed specialization in favor of a sweeping knowledge of fields as established as railroads or as new as carbon credits. As far as legal roles, she’s expert at serving as issuer’s and underwriter’s counsel in public offerings of equity and debt securities; serving as issuer’s counsel in private placements of equity and debt securities including 144A offerings; advising buyers and sellers in mergers, acquisitions and dispositions; advising public companies regarding disclosure and compliance matters; and advising directors and executive officers regarding corporate governance matters.

Areas of Concentration

• Corporate and securities
• Public and private offerings
• Mergers and acquisitions
• Financing transactions
• Joint ventures
• Reorganizations

Significant Representations

• Represented RailAmerica in connection with numerous acquisitions and financing      transactions.
• Represented FDP Corp. in connection with its acquisition by SunGard.
• Served as issuer’s and underwriter’s counsel in numerous public offerings of equity and debt securities.
• Served as issuer’s counsel in 144A debt offerings.
• Served as issuer’s counsel in numerous private placements of equity securities.
• Represented public companies in acquisitions of public and private companies and related financing transactions.
• Represented public companies in domestic and international syndicated loan transactions.
• Represented public companies in merger transactions.
• Represented public company in going private transaction.
• Represented private and public companies in the capital formation process, as well as mergers, acquisitions, divestitures and joint ventures.
• Assisted      companies with general corporate governance matters including shareholder      agreements.

Education

• D.,      Harvard Law School, 1982
• A.,      Linguistics, 1979

Admitted to Practice

• Florida
• New York

Brian Walsh

Law Firm and In-House Law Practice:

*  corporate/securities department of a major law firm; and
*  in-house counsel for several publicly-traded companies.

General Business, Corporate, M&A, Securities and Contracts/Transactional Experience:

*  contract drafting and negotiation; 

* mergers and acquisitions;
*  SEC reporting and securities matters;
*  private equity investments; loans and financing agreements;
*  corporate governance;
* executive compensation;
* litigation support;
* regulatory compliance.
SEC Reporting and Securities Experience:
*  SEC Forms 10-K, 10-Q and 8-K;
*  proxy statements;
*  public offerings and private placements;
*  prospectuses and registration statements;
*  internal controls;
*  stock exchange compliance;
*  investment funds;
*  Section 16 filings (Forms 3, 4 and 5);
*  Canadian securities reporting.

Represented clients in a variety of industries and businesses including:  automotive; biotechnology; financial services (including banks and investment banking firms); healthcare (including acquisitions of physician practices, and physician practice management); homebuilding; information technology; internet and e-commerce; investment management and fund formation (including private equity and venture capital funds); manufacturing; media and entertainment; professional employer organizations (PEOs); real estate; telecommunications; travel.  

J.D. and M.B.A. degrees from the University of Michigan.  B.A. in Accounting from Michigan State University

Michael Greenberg

Mike has experience representing companies and investors in angel, venture capital and other private equity and debt transactions. Mike represents also assists early and mid-stage businesses with strategic management issues, financial analysis and technology licensing and development. Mike earned his BS, Computer Science, MBA and JD from Duke University.