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Partner - Peter J. Bilfield

Peter J. Bilfield

Partner

Stamford: (203) 324-8151
New York: (212) 376-3010
pbilfield@goodwin.com
Stamford Office, New York Office
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Peter J. Bilfield is a partner in the Stamford and New York offices, where his practice focuses on investment management and corporate and securities law.  Peter represents investment advisers and private investment funds in all aspects of their business, including organizing domestic and offshore private investment funds as single entity, parallel or “master-feeder” structures. Peter also works extensively with non-U.S. investment firms located throughout Europe, Asia and Australia on U.S. securities and regulatory matters.  Peter provides ongoing regulatory, securities, commodities and general corporate advice to investment advisers and their affiliates.

With respect to investor-side representations, Peter assists institutional investors with conducting reviews and negotiating the terms of their investment agreements.  He also represents seed investors in negotiating and structuring seed investments with emerging managers.  Peter has been quoted in the print media on issues confronting private fund managers and has been a contributor to articles published in the Hedge Fund Law Report and other periodicals.  Peter is on the advisory board of the Connecticut Hedge Fund Association.

Peter’s corporate and securities practice focuses on the “middle markets” and the representation of issuers in connection with private and public securities offerings, including Rule 506(c) general solicitation offerings, mergers & acquisitions and general corporate governance.  Peter also counsels public companies and their officers and directors in matters involving compliance with U.S. securities laws, including SEC reporting requirements, as well as the rules and regulations of FINRA and NASDAQ.

Distinctions

  • Listed as a Connecticut Super Lawyer Rising Star®: Securities & Corporate Finance; 2013
  • Recipient, Heyman Fellowship in Corporate Governance
  • Rainmaker of the Year by Originate! (September 2008)
  • Notes and Comments Editor, Cardozo Arts & Entertainment Law Journal (1998-1999)

Professional Affiliations

  • American Bar Association:
    • Section on Business Law (Federal Regulation of Securities Committee and Subcommittee on Hedge Funds)
    • Section on Business Law (Private Equity and Venture Capital Committee)
  • Connecticut Bar Association: Business Law Section, Co-Chair, Securities Law Committee and Financial Institution Section, Member
  • Fairfield County Bar Association: Former Co-Chair, Business Law Committee
  • Connecticut Hedge Fund Association: Member, Advisory Board
  • Task Force on Revision of CUSA Regulations Governing Investment Advisers: Co-chair

Community Involvement

  • Cultural Alliance of Fairfield County: Board of Directors 
  • Hedge Funds Care, Preventing and Treating Child Abuse: Member, Golf Committee
  • Volunteer, Bet Tzedek Legal Services, German Ghetto Work Reparations Pro Bono Clinic

Representation of Structured Credit Fund

Representation of the sponsor in connection with the formation of a 'mini-master' fund structure comprised of an offshore Cayman feeder fund and onshore U.S. feeder fund, as well as an interposed intermediate Cayman limited partnership and Cayman master fund.  The master fund invests principally in stressed and distressed structured credit securities, such as ABS, RMBS, CMBS and CDO securities.  In addition, representation of the sponsor and its principals in the negotiation and drafting of the general partner limited liability company agreement.

506(c) General Solicitation - Series A Preferred Stock Financing of Medical Device Company

Utilizing new Rule 506(c) in connection with a Series A Preferred Stock financing for Vesselon, Inc., a Connecticut-based medical device company developing one of the world’s first portable devices for the immediate treatment of ischemic stroke. Our highly skilled attorneys bring their institutional knowledge in advising clients with regard to this safe harbor exemption from registration under the Securities Act of 1933. We assisted the company with preparation of a private placement memorandum, subscription, escrow, registration rights and stockholders rights agreements, employment agreements, indemnification agreements and other transaction documents. We also negotiated the terms of a placement agency agreement, M&A finders and right of first refusal agreement with Spencer Trask Ventures, Inc., the exclusive placement agent in the overall transaction.

Rule 506(c) now allows issuers to use general solicitation or advertising to offer and sell securities, and permits issuers to raise an unlimited amount of money from accredited investors (subject to the other conditions of the rule) through offerings that can now be made public over the internet, TV, and on social media.

Experience

Corporate Counsel
506(c) General Solicitation - Series A Preferred Stock Financing of Medical Device Company
Investment Management
Representation of Resource Company Private Equity Fund
Representation of Quantitative Market-Neutral Fund
Representation of "Seed" Fund Sponsor in Formation of Multi-Series Fund
Representation of Structured Credit Fund
Representation of Foreign Clean Energy Fund
Representation of Single LP Venture Capital Fund
Representation of Japanese Equities and Commodities Fund
Representation of Investor in Emission Allowance Fund
Representation of a Real Estate Fund
2012 Fund Launch by Distressed Credit Fund Manager
Representation of Art Fund
Representation and Formation of Principally-Protected Call Option Fund and Related Entities
Representation of a Consumer Products Private Equity Fund
Representation of Multi-Strategy Family of Funds
Restructuring of Insurance Dedicated Fund and Loan Facility
Representation of Emerging Markets and Distressed Fund
Representation of Natural Resources Fund and Restructuring of Market Neutral Fund
Mergers, Acquisitions & Joint Ventures
Acquisition of Imagent from Targeson, Inc.
Acquisition of Telecommunications Company Based in the Midwest
Acquisition of Biodiesel Production Plant
Acquisition of Specialty Finance Company by Texas-based Family Office
Acquisition of Retail Consultant and Market Research Company
Acquisition by Omnicom, Inc.
Acquisition of Medical Device Company
Private Equity & Mezzanine Finance
Mezzanine Financing for Manufacturing Company in the Marine and Vehicle Industries
Representation of Hedge Fund Investor in Homeland Security Software Company
Representation of Seed Fund in Debt/Equity Financing of Storm Shelter Manufacturer
Pre-Development Financing of the Motion Picture entitled "Sin City 2"
Securities Law
Series A Preferred Stock Financing of Cloud-Based Healthcare Technology Company
Common Stock Offering by Asset Management Company
Secured Debt Financing for Nasdaq-Listed Finance Company
PIPE Financing for Nasdaq-Listed Finance Company
Bridge Financing for Nasdaq-Listed Finance Company
$125,000,000 Rule 144A Debt Offering for Nasdaq-Listed Security Alarm Company
Other
Aviation Component Manufacturer Section 363 Sale
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Counseling Clients on New Rule 506(c), click to learn more

Practice Areas

Industries & Featured Services

Education

  • Benjamin N. Cardozo School of Law, J.D., 1999
  • Cornell University, B.S., 1995

Bar Admissions

  • Connecticut
  • New York
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