Chris advises clients on securities regulation and board of directors matters. For some clients, the need is to register an acquisition with the Securities and Exchange Commission; some clients are public companies who need advice on their SEC reports; some clients are start-ups seeking investors; some clients are entities with a public shareholder base but are just below the threshold where they file public reports under the securities laws. He counsels underwriters, registered investment advisors, and broker-dealers. Several of his clients are banks for whom he advises on bank regulation.
Chris has advised numerous clients in business acquisitions, starting from the corporate governance issues when deciding to buy or sell, and proceeding through the contract and negotiation stages, to the closing. He has assisted numerous start-up enterprises in forming the corporation or limited liability company and in shaping the shareholders agreement or operating agreement among the founders of the enterprise. His clients also include private equity investors in such enterprises.
Chris co-authors the annual Update on Business Associations published by the Syracuse Law Review, covering the latest developments in New York corporate, partnership and limited liability company law. He speaks frequently at continuing legal education seminars on corporate and securities topics.
- Advised client on compliance with Federal and state securities laws for a biotechnology start-up company needing to conduct an exchange offer with its existing investors and an offer of securities for additional funding. Legal compliance included finding the best exemption from registration under the Securities Act of 1933 and complying with state securities laws. Prepared the Private Placement Memorandum for the purpose of disclosing to investors all material facts concerning the company, while presenting a coherent and readable description of the company and its business. The offers closed successfully.
- Represented an internet social-media start-up company in a reverse merger into a public shell. The client also presented Barclay Damon with corporate and intellectual property transactions, on which the client believed agreement had been reached but which were not supported by any documentation. We successfully documented the transactions and completed the SEC filings within tight deadlines.
- Represented an Albany-area community bank holding company in a part-share, part-cash merger. We participated in drafting the merger agreement, in drafting the S-4 registration statement and filing it with the Securities and Exchange Commission, in drafting the proxy material sent to stockholders, and in closing the merger. An interesting aspect of the merger was that the consideration to be paid for our client's stock was 25% cash and 75% stock of the acquiror. Each stockholder of the seller was given the choice of receiving cash or stock, subject to the overall receipt by all stockholders of 25% cash and 75% stock. The exchange ratio of acquiror stock for seller stock was subject to downward adjustments in case the seller's delinquent loan portfolio exceed specified dollar amounts.
- Harvard Law School, J.D., 1980
- New York University School of Law, LL.M., 2013
- Williams College, B.A., 1977
- New York, 1988
- Illinois, 1980
- American Bar Association, Corporate, Banking and Business Law Sections
- New York State Bar Association, Committee on Corporations and Other Business Entities
- Syracuse Chamber of Commerce, Entrepreneurial Council
- Main Street Now Reaches To Start-Up Country, New York State Science + Technology Law Center, Syracuse University, June 2016
- Annual Update on Business Associations, Syracuse Law Review (2003-current), covering New York case law developments in the current year affecting corporations, partnerships and limited liability companies
- LLC or Inc.? Entity Selection for a Small to Medium Sized Business, National Business Institute, June 2011
- LLCs, LLPs and Partnerships: Organization and Operation, Lorman Education Services, Syracuse, July 2008
- Legal Ethics, Lorman Education Services, Syracuse, February 2008
- Sarbanes-Oxley Act, Lorman Education Services, Syracuse, December 2007
- Commercial Real Estate Financing in New York, Lorman Education Services, Syracuse, May 2007
- Best Business Practices: Structuring and Managing Effective Internal Controls, Lorman Education Services, Syracuse, February 2006
- Addressing Corporate Governance Reforms: Corporate Governance, Internal Control and Accounting Issues in New York, Lorman Education Services, Buffalo, May 2004 and May 2005
- A Primer on S Corporations: Tax and Non-Tax Issues in New York, Lorman Education Services, Syracuse, November 2004
- How Has Sarbanes-Oxley Affected the Legal Profession?, New York State Society of Certified Public Accountants, Rochester, October 2004
- Limited Liability Companies in New York, Syracuse, National Business Institute, June 2004
- Martindale-Hubbell “AV” Peer Review Rated for Very High to Preeminent Ethical Standards and Legal Ability
- Hiscock & Barclay, LLP, Of Counsel