The Lawyers of Zuber & Taillieu LLP

Joel B. Ginsberg, Esq.

Associate

Mr. Ginsberg practices in Zuber & Taillieu LLP’s transactional department, focusing on corporate, securities and finance law. More particularly, he has structured, negotiated, and documented a broad range of corporate transactions, primarily in the area of M&A, securities transactions, and cash flow and asset-based financing, and those involving stock and asset purchase agreements, joint venture agreements, warrants, shareholders’ agreements, confidentiality agreements, employment agreements, and promissory notes; provided general counsel to clients with respect to a broad range of complex acquisition transactions, including stock-for-stock mergers, tender and exchange offers, asset purchases and sales, leveraged acquisitions, and proxy contests; prepared various SEC filings, including registration statements and periodic filings; assisted clients with various limited offerings, fund formation and related regulatory matters; advised banking clients regarding a variety of lending transactions, including loan participations; and counseled clients in connection with corporate governance, and the rights and duties of officers, directors, and shareholders.

Representative transactions include:

Public M&A and Related Securities: Representing various Fortune 500 companies in connection with a variety of acquisitions, including tender offers, and preparation of related securities filings, including Form S-4 registration statements; and representing a major high-tech manufacturer during a large acquisition and with the filing of various securities filings, including a Form S-3 registration statement and its periodic reporting statements with the SEC, including its 10-K’s and 10-Q’s;

Private M&A: Providing sell-side representation for various private middle-market companies in connection with asset and stock acquisitions by both public and other private companies;

Secured and Asset-Based Finance: Representing various Fortune 500 banks in connection with various syndicated, agented and single-lender secured origination loans ranging in size from $1 million - $200 million. Represented a major multi-national bank in connection with structuring and documenting a variety of $20 million - $100 million secured credit facilities to a variety of borrowers; representing a major multi-national bank in connection with structuring and documenting a $50 million loan to an estate secured by a portfolio of publicly traded securities and life insurance policies; and representing a hedge fund in connection with structuring and documenting a variety of $10 million - $50 million secured credit facilities to a variety of borrowers;

General Corporate: Representing various companies, both public and private, in connection with the formation process, establishing joint ventures, licensing agreements and in handling general governance matters;

Acquisition Finance and Exchange Offers: Representing a major high-tech manufacturer in connection with an issuance of $150 million in senior subordinated notes used to finance an acquisition and in connection with a subsequent exchange offer to exchange its outstanding senior subordinated notes for another series;

Loan Participations: Representing a major bank in connection with the sale and purchase of numerous participations and assignments of interests in syndicated credit facilities; and

Film Production Financing: Representing a Fortune 500 bank in connection with the financing of various independent film and television productions.

Prior to joining Zuber & Taillieu LLP, Mr. Ginsberg practiced in the corporate and banking departments of Kramer Levin Naftalis & Frankel LLP, one of the top 30 law firms in the world as ranked by revenue by The American Lawyer, and subsequently practiced in the corporate department of DLA Piper.

Education:

New York University School of Law
J.D., 2000

University of Kansas
B.A., 1995
Honors:  Cum Laude (Honors)
Honors:  Phi Beta Kappa
Honors:  Golden Key National Honor Society
Major: Architectural Studies

Bar Admissions:

California
New York

 
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