1270 Avenue of the Americas, Suite 1808
New York, New York 10020
Tel: 212-776-1834 x613
Direct Dial: 212-324-1877
Fax: 212-586-0870
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:
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
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:
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
New York, 1975
Hofstra University School of Law, J.D., cum laude, 1974
City College of New York, B.A., cum laude, Phi Beta Kappa, 1970