High-Value Investment Expert Opines on Convertible Note Dispute

Case Overview

This case involves a dispute between an investment fund and a luxury hotel company. The fund invested in the hotel company, and the investment was executed under a zero-interest convertible note. The terms of the note were poorly written, leading the investment fund and the hotel company to different interpretations regarding the “floor” price. An expert with extensive experience executing similar high-value investment deals involving zero-interest convertible notes was sought to testify to the various ways these agreements can be structured.

Questions to the Business expert and their responses

Please describe your experience executing high-value investment deals involving zero-interest convertible notes.

I've been a securities law attorney my entire 13-year legal career, and I've worked on large deals at both prestigious firms and the Treasury Department. I have drafted and negotiated hundreds of convertible notes, for large and small businesses. My experience with convertibles notes is 50-50 between representing company clients and representing investor clients, so I have experience on both sides of the negotiating table.

What executive-level positions have you held in this capacity?

Note I am also an adjunct professor at Seton Hall Law School and Brooklyn Law School. I teach Introduction to Corporate Law, Introduction to Corporate Finance at Seton Hall Law School, and a class called Transactional Skills for Startups Doing the Deal at Brooklyn Law School.

About the expert

This expert has over 15 years of experience in the field of law, specializing in business law and SEC-registered and exempt transactions, including initial public offerings, common and preferred equity offerings, and debt offerings. He earned his BBA from the University of Miami and his JD from Northwestern University. Today, he is a member of the New York City Bar Association as a licensed attorney and has articles published in the ABA Business Law Today Journal. This expert previously was a securities associate at Holland & Knight LLP, a capital markets associate at Sidley Austin LLP, and a compliance analyst at the Office of Financial Stability for the US Department of the Treasury. Most recently, he served as a senior associate at Alston & Bird LLP. Currently, he is an adjunct professor at a law school in New Jersey and a principal and founding attorney at a law firm in New York, where he assists, prepares, and negotiates all kinds of contracts for their clients, from non-disclosure agreements to asset purchase agreements to real estate contracts of sale.