RICHARD MORRIS

Advised a foreign private issuer in its public offering and listing of American Depository Receipts (ADRs), proxy solicitations, and federal securities and exchange compliance issues.

Advised issuer with respect to NYSE exchange compliance issues, including listing application.

Advised a foreign private issuer in connection with a private placement of its securities.

Advise a U.S. precious metals mining company in the private placement of its securities.

Advised the non-U.S. holders of securities in connection with their U.S. securities compliance issues.

Advised a private longevity care and wellness company in its reverse merger with a Nasdaq-listed company.

Advised a nutraceutical company in its reverse merger transaction and its SEC compliance and reports, as well as its significant transactions, including an exclusive supply agreement with an international vitamin and nutritional retailer.

Advised a real estate operating company in its merger with an OTCQB firm, including its SEC compliance matters and its capital raising transactions.

Advised a global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, in a reverse merger into a public shell company forming a public company, including analysis of staff accounting comments.

Advised a bank holding company of a New York City-based commercial bank on its initial public offering.

Advised the leading manufacturer of U.S. defense small arms in its $250 million high-yield debt offering and $50 million secured revolving credit facility.

Advised one of the largest European banks on its global offering of Tier III notes that comply with the Basel Accord as capital.

Advised one of the largest U.S. bus manufacturers in its spinoff from a NYSE-listed company and initial public offering.

Advised a publicly held biopharmaceutical company in its securities filings, reporting requirements and related corporate advice.

Advised a Nasdaq-listed company in a negotiated merger of a private company and related registration of the shares to be issued.

Advised “bulge bracket” underwriters in numerous underwritten offerings and 144A transactions in a variety of industries, including automotive, consumer products, gaming, hospitality, insurance, global manufacturing, retail, and technology.

Advised a family office in the development of its private and public investment strategy, including compliance, tax, and HR issues.

Advised an issuer-directed private equity fund in several transactions and a full range of compliance issues.

Advised a private real estate fund in all aspects of its business, including fund structuring and transactional matters.

Advised a New Zealand investment manager in the solicitation of investment from U.S. persons, including federal and state compliance matters.

Advised a $750 million private equity fund that acquired distressed residential mortgages and then modified them with the goal of keeping homeowners in their homes in all aspects of its formation, capital raises, investment adviser act issues, employment matters and operations, including bulk purchases of distress (defaulted) residential mortgages. Representation included negotiation of side letters with international sovereign funds, state pension funds, and allocations by other ERISA and state investment entities.

Advised a government pension fund of more than $1 trillion in investment allocations to emerging funds, including structure, side letters and related documentation related to compliance with ESG and other requirements.

Advised a multimillion-dollar New York City-based real estate fund in a broad range of transactions and issues, including developing an effective ESG policy that was accepted by a trillion-dollar pension fund for its investment allocation, real estate related investment issues, all SEC and state regulatory matters, including SEC Office of Compliance Inspections and Examinations audit and successful resolution of exam findings, ADV filing, revising compliance manuals, providing annual training, cybersecurity issues, including response to intrusion events, state regulatory issues, including state lobbyist registration issues.

Advised a multimillion-dollar New York City-based real estate fund in developing in-house and outsourced administrative capacities, including the utilization of outsourced entities that are fund and not manager expenses.

Advised a multimillion-dollar Irvine, California-based commercial property-focused real estate fund in a broad range of compliance issues, including SEC Office of Compliance Inspections and Examinations audit and successful resolution of alleged deficiencies, government filings, including Form ADV and related issues.

Advised a private fund with a focus on multifamily real estate in a broad range of compliance issues, including revising compliance manual, training and cybersecurity issues, as well as legal analysis and opinion regarding compliance with asset safekeeping obligations.

Formed the real estate opportunity fund for a multibillion-dollar hedge fund, including counseling on a broad range of commercial issues and development of the documentation, including employment agreements, equity-based compensation plans, private placement memorandums, and counseled the fund and drafted the documents for several multimillion-dollar transactions, including joint ventures in India and France, and several New York and Florida condominium development projects.

Advised a multibillion-dollar Connecticut-based hedge fund on numerous transactions, including direct lending to several industries, including plaintiff litigation funding companies.

Advised a multibillion-dollar New York-based private equity fund in the acquisition of a Cayman Islands fund of funds business that included a large allocation to the Madoff funds.

Advised a multi-billion-dollar New York-based private equity fund of funds firm in several allocations to private funds.

Advised a multibillion-dollar New York-based private equity fund in the acquisition and financing of a Hellenic solar panel manufacturer.

Advised the venture firm sponsored by the principal owner of a prestigious New York City sports team in several transactions, including the acquisition of several technology and other portfolio companies.

Advised one of the largest European banks in its acquisitions of U.S. investment advisers to significantly increase its U.S. investment management business.

Advised on the structuring and launch of funds that invest in precious metal strips and other investments.

Advised the placement agent in the offering of specific real estate projects, including private funds that develop hotel or multi-family projects.

Advised several UK funds concerning U.S. securities offerings and issues.

Advised the owners of a New York City building supply company on a generation sale, including the leveraged financings to fund the retiring partner buyout.

Advised the owners of Tekserve (New York City’s first Apple retailer) in the sale of its businesses, including a technology solutions company, to a New York-based technology firm.

Advised a prominent New York City sports team in the secondary sale of the minority equity interests in a regional sports network and the formation of a strategic alliance with the purchaser of such interests, an international broadcast company.

Advised a prominent New York City sports team in the acquisition of a minor league (AAA) baseball team in Syracuse, New York, including agreements regarding the renovation and lease of the stadium, minor league baseball consents, and resolution of unique escheat issues.

Advised a prominent Puerto Rico bank in the sale of its real estate loan portfolio to a multibillion-dollar hedge fund.

Advised the executives of a prominent Puerto Rico bank in their transition of the real estate loan division to the New York City office of an Arkansas bank.

Advised a Canadian law firm as local counsel on behalf of their client in connection with the purchase of a private school, including analysis of regulatory issues and compensation arrangements under New York law.

Advised the officers and directors of a NYSE-listed Real Estate Investment Trust in a transaction that spun off certain assets that were excluded in the multibillion-dollar merger of two NYSE-listed REITs.

Advised a prominent New York City-based national real estate brokerage firm in its sale of 50% of its equity to a British public company in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.

Advised a large private vitamin manufacturer in a multimillion-dollar reverse triangular merger with a publicly traded manufacturer and distributor of vitamins and health products.

Advised a private financial information services firm on one of the world's largest information companies.

Advised a blockchain developer in ESG measuring and ESG compliance technologies, including its venture funding transactions.

Advised a global blockchain developer in its financing and structuring under U.S. securities laws.

Advised a Taiwanese-based blockchain developer and cryptocurrency company with respect to U.S. securities laws.

Advised a prominent New York City sports team in the removal and construction of a multimillion-dollar scoreboard.

Advised a prominent New York City sports team on the agreement and warranty claims for its multimillion-dollar scoreboard to be installed in its newly constructed sports stadium.

Advised the leading manufacturer of U.S. defense small arms in its leveraged recapitalization through equity and debt financing by a prominent New York private equity fund.

Advised a bank holding company in the formation of a New York-based commercial bank and represented the bank in numerous regulatory matters, including New York State Banking Commission issues and OCC.

Advised a commercial bank in its application for a commercial license before the New York State Banking Department (now NY Department of Financial Services).

Advised a title abstract agent in the formation of joint ventures that comply with New York and New Jersey anticommission rules, including the formation of the first such joint venture in New Jersey.

Advised a San Francisco-based solar energy firm in financing transactions, including the Section 1603 Program (Payments for Specified Energy Property in Lieu of Tax Credits).

Advised a New Jersey solar farm developer in its financing transactions, including advice regarding the New Jersey SREC program.

Advised a commercial owner with significant load regarding the financing and installation of a solar farm, including structuring so that the solar farm can be financed without the mortgagee's consent.

Advised a national bank in the sale of its real estate property finance department, Doral Property Finance Group, including a portfolio of real estate-focused loans, to a multibillion-dollar REIT.

Advised one of the oldest German private banks on U.S. broker-dealer issues.

Advised a venture financing fund in its investment in an early-stage fruit juice company.

Advised a company that sponsored IRC 1031 eligible Delaware Statutory Trusts that invested in triple-net leased properties, providing investors with the tax benefit of a 1031 property exchange with the liquidity of a security.

Advised a nutritional ingredient firm on the licensing of a food ingredient that boosts the immune system to a consortium of 18 medical schools.

Advised a prominent real estate private equity firm in a precedent-setting and favorable settlement with the Securities and Exchange Commission related to the use of a finder in raising capital and the application of broker-dealer registration requirements.

Advised a startup specialty lending company in loans that were collateralized by artwork, including producing form documentation and discussions concerning credit policy and procedures.

Advised a fintech company in the creation of a market for the purchase and sale of electricity through an insurance-backed settlement process.

Advised a leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings, including DIP financing and successfully restructuring the company.

Advised the subsidiary of a NYSE Real Estate Investment Company in connection with the spinoff of its student housing business and multimillion-dollar initial public offering by its affiliate.

Advised a NYSE-listed real estate investment company in the formation of a subsidiary to engage in the flexible office suite business and in several acquisitions (rollups) and a merger that grew the business from six executive office centers to one of the largest flexible executive office suite companies in the world.

Advised a NYSE-listed real estate investment company in an alliance with a telecommunications company to provide building-centric telecommunications systems to premier properties.

Advised a nonprofit affordable housing and community revitalization finance company in the modification of its financing with a global commercial bank that are structed as a repurchase facility.

Advised a prominent New York City-based real estate lending division of a national bank in structuring and financing real estate portfolios through repurchase and other sophisticated structures.

Advised a leading New York City garment company in the joint venture with a top designer.

Advised other New York City garment companies with financing, licensing, and joint ventures.

Advised an event producer in the ship charter of one of the largest private event yachts in the Northeast and in the contracts for its talent, including hip-hop artists.