High-Value Investment Expert Opines on Convertible Note Dispute

Victoria Negron

Written by
— Updated on February 6, 2018

Hotel Expert WitnessThis 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.

Question(s) For Expert Witness

  • 1. Please describe your experience executing high-value investment deals involving zero-interest convertible notes.
  • 2. What executive-level positions have you held in this capacity?

Expert Witness Response E-037236

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. It appears the defendant has confused “floor” with “fixed price” or “ceiling.” Convertible notes can be structured in several different ways, but typically the floor only comes into play when the stock price has fallen. I would need to review the note to see why the defendant believes the plaintiff should not be able to convert. If the casino’s counsel drafted the document, which is probably a safe assumption, then the interpretation of the document will be construed against the casino (even if there is a provision in the document stating that it will not be construed against the drafter). 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. I have been engaged as an expert witness before and have submitted reports, but each case settled before trial.

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