Andrew M. Walsh is a shareholder in Anderson Kill's Stamford and New York offices and a member of the firm's Corporate and Securities and Captive Insurance groups. Mr. Walsh advises family offices, entrepreneurs and emerging companies with respect to financing transactions, private placements, shareholder arrangements, mergers and acquisitions and corporate governance. His practice spans a variety of industries, including financial services, construction, alternative energy, gold-based payment-networks, e-commerce, biotech, and restaurants.
Mr. Walsh has also provided counsel to clients on regulatory and reporting issues relating to the Securities Act of 1933 and the Securities Exchange Act of 1934.
Previously, Mr. Walsh was a journalist for The Deal where he focused on IPOs and venture capital. He was a Founder of NextWorth Solutions, Inc. where he advised the company on entity formation, capitalization, employment matters, and commercial contracts. He was also a Babson Fellow while attending F.W. Olin Graduate School of Business at Babson College where he received his M.B.A. Proficient in Spanish, Mr. Walsh was previously an adjunct university English professor in Quito, Ecuador.
Connecticut Bar Association
Fordham Law Alumni Association
Mr. Walsh’s sample engagements include:
- Representation of family office with respect to its on-shore and off-shore public and private investments.
- Representation of multi-regional construction company and numerous affiliated stockholder-trusts in sale of company.
- Representation of well-known apparel brand in sale of company.
- Representation of NYC-based family office in connection with its investment in and consulting arrangement with Nevada-based medical cannabis manufacturer and dispensary.
- Representation of NY-based gold broker in sale of company to publicly traded Canadian provider of gold-based payments services.
- Representation of family office in offshore restructuring of co-ownership, and purchase of, Brazil-based alternative energy producers.
- Represented consumer internet automobile services in sale of preferred stock to investors; conversion of operating businesses from limited liability companies to corporations; drafting shareholder agreements.
- Part of transaction team representing Brazil-based real estate development company in restructuring indirect ownership by trusts (through Panama and Bermuda holding companies).
- Represented venture capital firm in numerous Regulation D private placements (including formation of pooled investment funds) and in negotiation and drafting of side letters.
- Representation of founder/CEO in $8mm sale of majority interest in oil drilling technology company.
- Representation of captive insurance holding company in securities offering for the formation of a group captive insurance company.
- Member, Board of Directors of captive insurance company of major New York-based grocery store business.
- Represented shareholder in the negotiation of indemnification and non-solicitation provisions in connection with sale of shares in eating disorder clinics.
- Represented Finnish company in purchase of U.S.-based competitor.
- Represented not-for-profit entities in various financing transactions.
- Assisted in the representation of asset manager under inquiry by SEC for insider trading.
- Part of transaction team which represented acquisition of practice by nationally recognized accounting firm.
- Part of transaction team which represented a nationally recognized construction company in connection with the restructuring of its ownership involving intentionally defective grantor trusts; ongoing corporate governance and shareholder matters.
- Representation of co-founder of emerging-growth restaurant chain.
- Represented co-founder of biotech startup (employment agreement and stock purchase).
- Represented investment fund shareholder in 14A proxy contest.
- Represented NASDAQ-listed reporting company in matters including:
- $18 million offering of Senior Secured Convertible Debentures and Warrants to private equity investors, successive follow-on, bridge offerings of preferred stock.
- NASD compliance (20% rule, alternative outcomes, defective share caps, notifications, board independence requirements, hearings, listing standards).
- ’33 and ’34 Act registration and reporting.
- Corporate governance, executive compensation, board meetings, committee issues.
- Proxy solicitations (Schedule 14A), annual meeting planning.
- Represented emerging-growth e-commerce services provider re: corporate formation, entity choice, shareholders' agreements, Reg. D private placement (convertible debt), trademark registrations, sales agreements, employment-related agreements, user agreements, state regulation research.