Mark Orenstein, Counsel

Mark Orenstein

Counsel

morenstein@lawfirm.ms

1270 Avenue of the Americas, Suite 1808
New York, New York 10020
Tel: 212-776-1834 x613
Direct Dial: 212-324-1877
Fax: 917-383-1228

Mark Orenstein, Counsel to the Firm, is a member of the Firm’s Securities Law Practice Group. He has been advising clients on structuring, negotiating and documenting sophisticated corporate transactions, including public offerings and private placements for foreign and domestic issuers, mergers and acquisitions, and compliance with the securities laws for over 40 years. He has substantial experience representing companies in raising financing, acquiring and selling businesses, and in connection with other commercial transactions. His clients include public and private companies, investment firms, entrepreneurs, private investors and executives. He has worked on transactions involving Fortune 500, middle-market and microcap companies.

Mr. Orenstein started his career at the Division of Corporation Finance of the Securities and Exchange Commission. He has represented a major investment banking firm in public offerings of high yield debt, and other securities firms in public and private offerings of debt and equity securities.

He has represented business entities in a wide range of industries, including healthcare, aerospace, computer software, commercial real estate, entertainment, cable television, and the energy sector. Mr. Orenstein also has represented Israeli companies in public offerings and securities firms acting as underwriters for public offering by Israeli companies.

Mr. Orenstein has represented some of his clients from formation through their sale or other disposition, whether by merger or sale of stock or assets, or in certain instances, their initial public offering and listing on a national securities exchange, and in the course of their representation, has advised senior executives and stockholders with respect to employment agreements, stockholder agreements, stock option and equity compensation plans, as well as compliance with business laws and regulations affecting their business. He also advises clients concerning compliance with the corporate, limited liability company and partnership laws of Delaware, New York, New Jersey, Nevada and other jurisdictions, as they relate to formation of business entities, issuances of securities, fiduciary obligations and conflicts of interest.

Mr. Orenstein's practice is focused on the following securities transactions and securities-related matters:

  • public offerings (including Regulation A+, SPACs and REITS) and private placements (including Rule 506 offerings, and offshore offerings pursuant to Regulation S)
  • mergers and acquisitions
  • compliance with the periodic reporting and other required filings under the federal securities laws, including proxy statements for Annual Meetings of Stockholders and Special Meetings of Stockholders for extraordinary corporate transactions which require stockholder approval
  • reverse mergers and spin-offs
  • “going private” transactions
  • proxy contests and tender offers
  • restructuring transactions and leveraged buy-outs
  • private equity and venture capital transactions
  • listing of securities on, and compliance with the corporate governance and other rules of, the NYSE and NASDAQ, as well as the OTC Markets, and filings with FINRA
  • composition of committees of the Board of Directors, their charters, and director independence
  • compliance with the corporate governance rules of Sarbanes-Oxley
  • broker-dealer regulation

Securities Regulation Committee of the Business Law Section of the New York State Bar Association

Public Offerings

IPOs

·         By property-casualty insurer

·         By image-directed, computer-controlled robotic surgical company  (replacement hip and knee surgery using technology developed by IBM, principal stockholder)

·         By Israeli manufacturer and distributor of fuel management systems and computerized taximeters

·         By automated remote network monitoring and security company as part of spin-off

·         By liquid plant food  company involving high yield debt securities and warrants

·         By manufacturer of locking syringes

 Follow-On Offerings

·         Series of debt and equity offerings by a major Las Vegas casino-hotel operator  for the construction and development of Atlantic City casino-hotel  

·         Series of  high-yield debt offerings by Florida real estate developer

·         By NYSE-American listed manufacturer of precision equipment assemblies and components for aerospace and defense prime contractors

·         Series of equity offerings by image-directed, computer-controlled robotic surgical company 

·         By Nasdaq-listed Israeli real-time computer services company

·         By American Stock Exchange-listed medical diagnostic services company

·         Underwritten call of convertible debentures by American Stock Exchange-listed mobile medical diagnostic company 

Regulation A+

·         By company which designs environmentally safe consumer products from recycled waste  

Exchange Offers

·         By major manufacturer of heavy duty trucks

·         By major toy manufacturer

·         By retailer of consumer products 

Rule 144A Offering

·         By foreign banking organization 

Private Placements

·         Offerings of convertible debt and equity securities by manufacturer of precision equipment  assemblies and components for aerospace and defense prime contractors

·         Offering of preferred stock by major insurance company

·         Offering of senior subordinated notes by a Mid-Atlantic catalogue retailer as part of  leveraged buy-out

·         Offering of limited partnership interests in a major cable television operator

·         Offering of convertible notes of oil and gas exploration company

·         Offerings of convertible debt and equity securities by sponsor of vision care plan 

Venture Capital

·         Offering of convertible notes of distributor of innovative European-manufactured automated oral hygiene products

·         Offering of convertible preferred stock by biotechnology company  

·         Offering of limited liability company interests in video conferencing software developer  

Series LLC

·         Offering by real estate developer of limited liability company interests 

Complex Proxy Statements 

·         Plan of liquidation by a NYSE-listed REIT

·        Proxy contest on behalf of insurgent group (subject of a major 2nd Circuit appellate ruling)

·         Series of proposals for a toy company controlled by a private equity firm 

Acquisitions/Divestitures/Restructurings

·         Leveraged buy-out of Mid-Atlantic catalogue retailer on behalf of a major insurance company as subordinated lender/equity participant and subsequent debt restructuring

·         Sale of a major New York-based up-scale department store

·         Sale of factoring business of a major New York commercial bank to another major New York commercial bank

·         Acquisition of a controlling interest in NYSE-member securities firm

·         Sale of high-end retail apparel company

·         Sale of voice recognition technology firm to Nasdaq-listed telecommunications company in a merger transaction

·         Spin-off by Nasdaq-listed information technology company of division engaged in automated remote network monitoring and security business

·         Restructuring of troubled NYSE-listed office automation company through sale of product lines and branch offices

·         Acquisition of a major New York-based retail photo processing firm

 

Areas of Practice
Overview

Mark Orenstein, Counsel to the Firm, is a member of the Firm’s Securities Law Practice Group. He has been advising clients on structuring, negotiating and documenting sophisticated corporate transactions, including public offerings and private placements for foreign and domestic issuers, mergers and acquisitions, and compliance with the securities laws for over 40 years. He has substantial experience representing companies in raising financing, acquiring and selling businesses, and in connection with other commercial transactions. His clients include public and private companies, investment firms, entrepreneurs, private investors and executives. He has worked on transactions involving Fortune 500, middle-market and microcap companies.

Mr. Orenstein started his career at the Division of Corporation Finance of the Securities and Exchange Commission. He has represented a major investment banking firm in public offerings of high yield debt, and other securities firms in public and private offerings of debt and equity securities.

He has represented business entities in a wide range of industries, including healthcare, aerospace, computer software, commercial real estate, entertainment, cable television, and the energy sector. Mr. Orenstein also has represented Israeli companies in public offerings and securities firms acting as underwriters for public offering by Israeli companies.

Mr. Orenstein has represented some of his clients from formation through their sale or other disposition, whether by merger or sale of stock or assets, or in certain instances, their initial public offering and listing on a national securities exchange, and in the course of their representation, has advised senior executives and stockholders with respect to employment agreements, stockholder agreements, stock option and equity compensation plans, as well as compliance with business laws and regulations affecting their business. He also advises clients concerning compliance with the corporate, limited liability company and partnership laws of Delaware, New York, New Jersey, Nevada and other jurisdictions, as they relate to formation of business entities, issuances of securities, fiduciary obligations and conflicts of interest.

Mr. Orenstein's practice is focused on the following securities transactions and securities-related matters:

  • public offerings (including Regulation A+, SPACs and REITS) and private placements (including Rule 506 offerings, and offshore offerings pursuant to Regulation S)
  • mergers and acquisitions
  • compliance with the periodic reporting and other required filings under the federal securities laws, including proxy statements for Annual Meetings of Stockholders and Special Meetings of Stockholders for extraordinary corporate transactions which require stockholder approval
  • reverse mergers and spin-offs
  • “going private” transactions
  • proxy contests and tender offers
  • restructuring transactions and leveraged buy-outs
  • private equity and venture capital transactions
  • listing of securities on, and compliance with the corporate governance and other rules of, the NYSE and NASDAQ, as well as the OTC Markets, and filings with FINRA
  • composition of committees of the Board of Directors, their charters, and director independence
  • compliance with the corporate governance rules of Sarbanes-Oxley
  • broker-dealer regulation
Professional Affiliations

Securities Regulation Committee of the Business Law Section of the New York State Bar Association

Representative Transactions

Public Offerings

IPOs

·         By property-casualty insurer

·         By image-directed, computer-controlled robotic surgical company  (replacement hip and knee surgery using technology developed by IBM, principal stockholder)

·         By Israeli manufacturer and distributor of fuel management systems and computerized taximeters

·         By automated remote network monitoring and security company as part of spin-off

·         By liquid plant food  company involving high yield debt securities and warrants

·         By manufacturer of locking syringes

 Follow-On Offerings

·         Series of debt and equity offerings by a major Las Vegas casino-hotel operator  for the construction and development of Atlantic City casino-hotel  

·         Series of  high-yield debt offerings by Florida real estate developer

·         By NYSE-American listed manufacturer of precision equipment assemblies and components for aerospace and defense prime contractors

·         Series of equity offerings by image-directed, computer-controlled robotic surgical company 

·         By Nasdaq-listed Israeli real-time computer services company

·         By American Stock Exchange-listed medical diagnostic services company

·         Underwritten call of convertible debentures by American Stock Exchange-listed mobile medical diagnostic company 

Regulation A+

·         By company which designs environmentally safe consumer products from recycled waste  

Exchange Offers

·         By major manufacturer of heavy duty trucks

·         By major toy manufacturer

·         By retailer of consumer products 

Rule 144A Offering

·         By foreign banking organization 

Private Placements

·         Offerings of convertible debt and equity securities by manufacturer of precision equipment  assemblies and components for aerospace and defense prime contractors

·         Offering of preferred stock by major insurance company

·         Offering of senior subordinated notes by a Mid-Atlantic catalogue retailer as part of  leveraged buy-out

·         Offering of limited partnership interests in a major cable television operator

·         Offering of convertible notes of oil and gas exploration company

·         Offerings of convertible debt and equity securities by sponsor of vision care plan 

Venture Capital

·         Offering of convertible notes of distributor of innovative European-manufactured automated oral hygiene products

·         Offering of convertible preferred stock by biotechnology company  

·         Offering of limited liability company interests in video conferencing software developer  

Series LLC

·         Offering by real estate developer of limited liability company interests 

Complex Proxy Statements 

·         Plan of liquidation by a NYSE-listed REIT

·        Proxy contest on behalf of insurgent group (subject of a major 2nd Circuit appellate ruling)

·         Series of proposals for a toy company controlled by a private equity firm 

Acquisitions/Divestitures/Restructurings

·         Leveraged buy-out of Mid-Atlantic catalogue retailer on behalf of a major insurance company as subordinated lender/equity participant and subsequent debt restructuring

·         Sale of a major New York-based up-scale department store

·         Sale of factoring business of a major New York commercial bank to another major New York commercial bank

·         Acquisition of a controlling interest in NYSE-member securities firm

·         Sale of high-end retail apparel company

·         Sale of voice recognition technology firm to Nasdaq-listed telecommunications company in a merger transaction

·         Spin-off by Nasdaq-listed information technology company of division engaged in automated remote network monitoring and security business

·         Restructuring of troubled NYSE-listed office automation company through sale of product lines and branch offices

·         Acquisition of a major New York-based retail photo processing firm

 

Areas of Practice
Admissions

New York, 1975

Education

Hofstra University School of Law, J.D., cum laude, 1974

City College of New York, B.A., cum laude, Phi Beta Kappa, 1970