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M&A AND VENTURE CAPITAL

The Soul of the Deal: Creative frameworks for buying, selling, and investing in any business, Rodin Books, 2022

Leadership Lessons of Highly-Effective Leaders  Leadership Course, CSU Law School. Case study from Chapter 2 of Morgenstern’s book (A Deal made in Heaven)
The Only Guide You’ll Ever Need to Find the “Perfect” Investment Banker, Acquisition Aficionado
Dealmakers Unite! Smart Business Magazine
Dealmakers Unite! Wage War against Deal Waste, Inefficiency, and Friction Falls River Group
Bridge Financing In A Crisis Often Pits Parties Against Each Other Bowne Review for Dealmakers
Crisis Bridge Financings – 2009 The Review of Securities & Commodities Regulation

Going Private: A Reasoned Response to Sarbanes-Oxley? Delisting of Companies, Ch. 7, Icfai University
Corporate Governance: Building an IPO and Merger Defense through Board Minutes 39th Annual Insti. on Sec. Reg., (NY, NY)
Group Therapy: SEC Rules Confound Partnerships Between PE Firms and Hedge Funds The Deal
Life Support: Crisis Bridge Financing The Deal
Going Private: A Reasoned Response to Sarbanes-Oxley SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C.)

Going Private: A Reasoned Response to Sarbanes-Oxley PLI Advanced SEC Workshop (San Diego, CA)
Best Intentions. Sarbanes-Oxley: A Law of Unintended Consequences Smart Business Magazine
Investor Defaults. How to Protect Your PE or VC Fund PE Fundraising, Insti. for Int’l Research (NY, NY)
Meet the Invendor Venture Capital & Startups
Definitive Deal Dictionary, 1999

Balancing the Deal: Private Placements–What They Mean to Your Client Bus. Law Today
Private Placement Guidelines – A Lawyer’s Letter to a First Time Issuer ABA Sec. of Business Law,
Philosophy of Acquisitions Corporate Counsel’s Quarterly

 

BUSINESS AND FINANCE

It’s Time To Change Outdated Corporate Models Selker Leadership Interview – Part 2
The SEC: What’s Wrong And How To Fix It Selker Leadership Interview – Part 1
Legislation Won’t Prevent The Next Madoff: SEC Needs Talent, Technology & Collaboration (Not New Laws) The Huffington Post
Review Directors’ Meeting Materials to Ensure Consistent Disclosure Bowne Digest
Sarbanes-Oxley’s Subtle Disclosure Costs Insights: Corporate & Securities Law Advisor

Blocking the Boards: Sarbanes-Oxley Prevents Corporate Boards from Making Decisions Based on Solid Business Principles Inside Business – Guest Column
Smaller Issuers Unfairly Overburdened in Complying With Sarbanes-Oxley Abstracted from “The Impact of Sarbanes-Oxley on Mid-Cap Issuers”, Bowne Digest for Corporate & Securities Lawyers
Impact of Sarbanes-Oxley on Mid-Cap Issuers Lead Author, Review of Securities & Commodities Regulation
Financial Statement Transparency in MD&A – 2003 The Lawyer’s Brief
Impact of Sarbanes-Oxley on Mid-Cap Issuers SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C.)

Impact of Sarbanes-Oxley on Mid-Cap Issuers PLI Advanced Sec. Law Workshop (San Diego, CA)
Off-Balance Sheet Disclosures in MD&A The Review of Securities & Commodities Regulation
MD&A 2003: Off-Balance Sheet Rules (Mid-Cap Perspective) 35th Annual PLI Institute on Sec. Reg. (NY, NY)
Proposal Letter to Division of Corporate Finance and Small Business Division of Corporate Finance of the SEC Co-Chair and Co-Author, with Carl Schneider and Stanley Keller, ABA Task Force to revise SEC Rule 147 on Intrastate Offerings
Buyer Beware: Clauses for Protection of Buyer in Purchase of Income-Producing Property Real Estate Outlook

The Real Estate Syndicator as a Securities Broker-Dealer Small Business Counselor
Partnership Bibliography: 1980-1984 Co-Author, Business Law, Vol. 41
Corporations, Partnerships, and Trusts as Purchasers Under Reg. D Real Estate Sec. Journal, Vol. 7
The Real Estate Syndicator as a Securities Broker-Dealer Real Estate Securities Journal, Vol. 6
Real Estate Securities and the Foreign Investor – Some Problems and Proposals Sec. Reg. Law Journal, Volume 11

Joint Ventures-Unexpected Real Estate Security Real Estate Securities Journal, Vol. 5, Number 2
Extraterritorial Application of United States Securities Law: A Matrix Analysis 7 Hastings Int’l L. Rev. Number 1
Initial Public Offerings — Perspective of Company Counsel Ohio Securities Bulletin, Vol. 1
Real Estate Joint Venture Interests as Securities: Implications of Williamson v Tucker Wash. University L. Rev.