Justin Cohen

SADIS and GOLDBERG LLP is a leading NY based firm nationally recognized for its formidable financial services practice that consists of representing hundreds of investment advisers and related investment entities (including hedge funds, private equity funds and venture capital funds) FINANCIAL SERVICES Drawing upon the collective experience of our corporate, securities and tax attorneys, our financial services department has been widely recognized as providing skilled legal guidance to all types of clients in such diverse areas as Private Investment Funds, Venture Capital Investment, Investment Advisory Representation and Compliance Reviews. Our extensive experience in representing the financial community provides us significant economies of scale and the background to respond to most legal issues without time-consuming or costly research and analysis. We regularly monitor state and federal regulatory developments, which permits us to keep our clients well advised. *Private Investment Funds The Financial Services Group provides legal assistance to both domestic and offshore private investment funds in the alternative investment arena (e.g. hedge funds, venture capital funds, commodity pools and group trusts), regarding the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We have structured and organized a wide variety of funds such as long/short funds, global macro funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, country funds (e.g. Ukraine), sector specific funds (e.g. technology, Internet, health care, biotechnology), fund of funds and multi-manager funds. We skillfully draft confidential private placement memoranda, limited partnership agreements, operating agreements, subscription document booklets, blue sky filings and other necessary documents. We also advise and prepare agreements documenting the relationship among fund managers. *Venture Capital Investment We have extensive experience representing venture capital funds, portfolio companies receiving venture capital and investors in venture capital transactions. We assist corporate and angel investors in conducting due diligence of portfolio companies, guiding them through both legal and business concerns. Transactions range from early stage seed rounds through late stage venture rounds involving the issuance of preferred stock, convertible debt instruments, warrants, and secured and unsecured bridge debt. *Investment Advisory Representation We advise clients as to the initial registration and notice filing requirements under both federal and state laws, as well as ongoing compliance and other issues relating to the operation of their business, including advice concerning investment advisory agreements, record-keeping, engaging in soft dollar transactions, principal and agency transactions, sub-advisory arrangements, allocation practices, insider trading policies and employment matters. We often guide clients through contract negotiations with retail and institutional investors, custodians, brokerage firms and solicitors. CORPORATE We represent a wide variety of corporations and financial institutions in corporate finance transactions as well as mergers and acquisitions; private investment vehicles (hedge funds, venture capital funds, buyout firms in fund formation and private equity investments), start-ups and their financing sources, and domestic and international corporations in strategic alliances. The Firm also acts as outside counsel to numerous public and private corporations for their general corporate needs. The firm's corporate, finance and securities lawyers are experienced in all aspects of federal and state securities regulation. We regularly act as counsel to issuers and investors in private placements of equity and debt securities. We also advise issuers preparing for public offerings of securities, and provide ongoing securities law advice to our corporate clients. *Mergers & Acquisitions We regularly act as special counsel to corporations, controlling stockholders and employee groups in mergers, stock and asset acquisitions, joint ventures, shareholder agreements and leveraged buyout transactions. *Private Equity and Venture Capital Investing With the Firm's experience in venture capital and buyout transactions, our attorneys play a strategic role in connecting cutting-edge start-ups and private and public companies with financing sources and strategic corporate partners. The Firm handles equity investments in private companies at all stages of development, from seed capital through initial public offering, and in a variety of industries including software, consumer products, information processing, telecommunications, healthcare, Internet and new media. We regularly advise on the structure and terms of securities offerings and negotiate the related agreements. We often become strategic advisors to these companies.