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.
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.
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.
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