ProfessionalsRaphael M. Russo

Raphael M. Russo
Partner
Tel: +1-212-373-3309
Fax: +1-212-492-0309
emailrrusso@paulweiss.com
1285 Avenue of the Americas
New York,
NY
10019-6064
Fax: +1-212-492-0309
A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.
EXPERIENCE
As a member of the Capital Markets Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and strategic transactions. Ray is recognized by The Legal 500 in Capital Markets.
As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.
He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.
Ray has represented:
- Ralph Lauren Corporation in connection with senior note offerings totaling over $1.8 billion, a secondary public offering on behalf of its founder and controlling stockholder, Mr. Ralph Lauren, of $730 million of Class A common stock and on other matters;
- Churchill Capital Corp. in its initial public offering of $690 million of units and its business combination with Clarivate Analytics plc;
- Churchill Capital Corp. II in its initial public offering of $600 million of units, Churchill Capital Corp. III in its initial public offering of $1.1 billion of units; Churchill Capital Corp. IV in its initial public offering of $2 billion of units and Churchill Capital Corp. V in its initial public offering of $500 million of units;
- Carnival Corporation & plc in its Rule 144A offering of $4 billion principal amount of first-priority senior secured notes, its Rule 144A offering of $2.0125 billion principal amount of convertible senior notes and its registered offering of $575 million of its common stock;
- J.Jill Inc. in its initial public offering of $152 million of common shares;
- Mosaic Acquisition Corp. in its initial public offering of $345 million of units and its business combination with Vivint Smart Home, a smart home services provider;
- David Geffen and The David Geffen Foundation in private equity and private fund investments;
- Apollo Strategic Growth Capital in its initial public offering of $816 million of units;
- Spectrum Brands Holdings, Inc. in connection with Rule 144A offerings of senior secured notes totaling over $3 billion and a public offering of 7,469,812 shares of common stock for an aggregate offering amount of $209 million;
- Signature Bank in connection with its IPO, subsequent equity and subordinated debt offerings and its participation in the U.S. Treasury’s TARP Capital Purchase Program;
- South Mountain Merger Corp. in its initial public offering of $225 million of units and North Mountain Merger Corp. in its initial public offering of $132 million of units;
- Intelsat in its IPO and Rule 144A and Regulation S bond offerings of over $8.0 billion on behalf of its subsidiaries;
- Fortress Investment Group principals in connection with the $3.3 billion sale of Fortress to SoftBank Group;
- David Geffen, Jeffrey Katzenberg, and Steven Spielberg in connection with the IPO of DreamWorks Animation SKG, Inc.;
- HRG Group Inc. (formerly Harbinger Group Inc.) in connection with Rule 144A and Regulation S senior note offerings totaling over $1.5 billion;
- Tekni-Plex, Inc. in connection with a Rule 144A and Regulation S offering of $485 million of senior secured notes;
- JW Aluminum Company in connection with a Rule 144A and Regulation S offering of $200 million of senior secured notes and out-of-court recapitalization;
- Checkers Drive-In Restaurant, Inc. in connection with a Rule 144A and Regulation S offering of $185 million of senior secured notes; and
- Cleaver Brooks Inc. in connection with a Rule 144A offering of $185 million of senior notes.
Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.
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Mosaic SPAC Completes Merger With Vivint Smart Home
- Jan 17, 2020
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Ares Management and Oaktree Capital Complete Preferred Equity Investment in Infrastructure and Energy Alternatives
- Nov 14, 2019
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- Nov 21, 2019
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SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
- Nov 14, 2019
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SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
Last week, the Securities and Exchange Commission voted 3-2 to propose amendments to its proxy solicitation rules as applicable to proxy voting advice and its Rule 14a-8 shareholder proposal procedures.
Hunt Real Estate Capital to Be Acquired by ORIX USA
- Nov 04, 2019
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Hunt Real Estate Capital to Be Acquired by ORIX USA
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Oak Hill Capital Announces Strategic Partnership With Stonyrock
- Oct 24, 2019
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Oak Hill Capital Announces Strategic Partnership With Stonyrock
Paul, Weiss advised Oak Hill Capital Partners in connection with a strategic minority equity investment in Oak Hill by Stonyrock Partners LP. T
JACK Entertainment to Sell Cleveland Casino and Thistledown Racino to VICI Properties
- Oct 28, 2019
- Client News
JACK Entertainment to Sell Cleveland Casino and Thistledown Racino to VICI Properties
Paul, Weiss is representing JACK Entertainment, a portfolio company of Rock Ventures LLC, in the sale of casino entitled land and related assets associated with JACK Cleveland Casino and JACK Thistledown Racino to experiential real…
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
- Oct 01, 2019
- Publications
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
On September 26, the U.S. Securities and Exchange Commission (the “SEC”) announced that it has adopted a new rule under the U.S. Securities Act of 1933 (the “Securities Act”) extending a “test-the-waters” accommodation, currently…
D1 Capital and Lone Pine Capital Invest in sweetgreen
- Sep 23, 2019
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D1 Capital and Lone Pine Capital Invest in sweetgreen
Paul, Weiss represented both D1 Capital Partners and Lone Pine Capital in their investment in sweetgreen, the salad restaurant chain.
Mosaic SPAC to Merge With Vivint Smart Home, Creating $5.6 Billion Smart Home Public Company
- Sep 16, 2019
- Client News
Mosaic SPAC to Merge With Vivint Smart Home, Creating $5.6 Billion Smart Home Public Company
Paul, Weiss is representing publicly traded special purpose acquisition company (SPAC) Mosaic Acquisition Corp. in its merger with Vivint Smart Home, Inc., creating a leading smart home public company with an anticipated enterprise…
D1 Capital Invests in Unity Technologies
- Jul 25, 2019
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D1 Capital Invests in Unity Technologies
Paul, Weiss is representing D1 Capital Partners LP in its investment, alongside Canada Pension Plan Investment Board, Light Street Capital, Sequoia Capital and Silver Lake Partners, in Unity Technologies, creator of the world’s most…
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
- Aug 28, 2019
- Publications
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
On August 21, 2019, the Securities and Exchange Commission (“SEC”) approved much anticipated guidance regarding the applicability of proxy rules to proxy voting advice and related guidance regarding proxy voting responsibilities of…
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
- Aug 21, 2019
- Publications
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
On August 8, 2019, the Securities and Exchange Commission proposed amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements.
Empire Resorts to Be Acquired by Kien Huat Realty
- Aug 16, 2019
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Empire Resorts to Be Acquired by Kien Huat Realty
Paul, Weiss is representing the special committee of the board of directors of Empire Resorts, Inc. in its acquisition by Kien Huat Realty III Limited and Genting Malaysia Berhad for $9.74 in cash per share of common stock, and with…
SEC Adopts New Standard of Conduct for Broker-Dealers
- Jun 25, 2019
- Publications
SEC Adopts New Standard of Conduct for Broker-Dealers
On June 5, 2019, by a vote of 3-1, the Securities and Exchange Commission adopted a package of rulemakings and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
- May 23, 2019
- Publications
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
In May 2019, the SEC announced a proposal to amend the definitions of “accelerated filer” and “large accelerated filer” under Rule 12b-2 of the Exchange Act, in an ongoing effort to reduce costs and reporting requirements for…
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
- May 13, 2019
- Publications
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
On May 3, the SEC proposed rule changes (available here) to streamline the information that investors receive in connection with significant acquisitions of other businesses.
Jack Entertainment to Sell Jack Cincinnati Casino and Turfway Park
- Apr 05, 2019
- Client News
Jack Entertainment to Sell Jack Cincinnati Casino and Turfway Park
Paul, Weiss is representing Jack Entertainment LLC, a portfolio company of Rock Ventures LLC, in its $780 million sale of Jack Cincinnati Casino and Turfway Park to Hard Rock International and VICI Properties.
SEC Adopts Rules Modifying and Simplifying Regulation S-K
- Apr 02, 2019
- Publications
SEC Adopts Rules Modifying and Simplifying Regulation S-K
The SEC has adopted amendments (the “Amendments,” available here) to Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies.
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
- Mar 13, 2019
- Publications
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
In February 2019, The Nasdaq Stock Market LLC (“Nasdaq”) filed notice with the SEC of a proposed rule change creating new Listing Rule IM-5315-1 (available here; the text of the revised rule is available here) to the Nasdaq Global…
SEC Proposes to Expand “Test-the-Waters” Accommodation
- Feb 20, 2019
- Publications
SEC Proposes to Expand “Test-the-Waters” Accommodation
On February 19, the SEC proposed a rule (available here) that would expand the “test-the-waters” accommodation—currently available only to emerging growth companies, or “EGCs”—to all issuers, including investment company issuers.
Gores Metropoulos Completes $400 Million IPO
- Feb 06, 2019
- Client News
Gores Metropoulos Completes $400 Million IPO
Paul, Weiss represented Dean Metropoulos, a veteran investor in the food and consumer space, in connection with the initial public offering of Gores Metropoulos, Inc.
Court Upholds SEC Authority and Finds Broker-Dealer Liable for Thousands of Suspicious Activity Reporting Violations
- Jan 07, 2019
- Publications
Court Upholds SEC Authority and Finds Broker-Dealer Liable for Thousands of Suspicious Activity Reporting Violations
On December 11, 2018, the Securities and Exchange Commission (SEC) obtained a victory in its enforcement action against Alpine Securities Corporation, a broker that cleared transactions for microcap securities that were allegedly used …
SEC Adopts Final Rules for Disclosure of Hedging Policies
- Jan 03, 2019
- Publications
SEC Adopts Final Rules for Disclosure of Hedging Policies
After several years of consideration, the Securities and Exchange Commission has adopted final rules to require disclosure of hedging practices or policies in proxy and information statements relating to the election of directors.
Signature Bank Unveils Proprietary Digital Payments Platform, Signet
- Dec 04, 2018
- Client News
Signature Bank Unveils Proprietary Digital Payments Platform, Signet
Paul, Weiss is advising New York-based full-service commercial bank Signature Bank in the development of its new blockchain-based digital payments platform, Signet.
Spectrum Brands to Sell GAC to Energizer for $1.25 Billion
- Nov 16, 2018
- Client News
Spectrum Brands to Sell GAC to Energizer for $1.25 Billion
Paul, Weiss is representing global consumer products company Spectrum Brands Holdings in the sale of its Global Auto Care business to Energizer Holdings.
Gibson Brands Emerges From Chapter 11
- Nov 01, 2018
- Client News
Gibson Brands Emerges From Chapter 11
Paul, Weiss advised an ad hoc committee of Gibson Brands, Inc. noteholders, led by KKR, in connection with Gibson’s successful reorganization under chapter 11.
Perry Ellis Taken Private
- Oct 21, 2018
- Client News
Perry Ellis Taken Private
Paul, Weiss represented Perry Ellis’ special committee of independent directors in the acquisition of Perry Ellis International, a NASDAQ-listed apparel company, by a private company owned by founder George Feldenkreis and his family…
Churchill Capital Announces Completion of $600 Million IPO
- Sep 13, 2018
- Client News
Churchill Capital Announces Completion of $600 Million IPO
Paul, Weiss represented Churchill Capital Corp, which on September 11, 2018 completed an initial public offering of 69,000,000 units, including 9,000,000 units issued pursuant to the exercise by the underwriters of their…
Getty Family to Acquire Majority Stake in Getty Images From The Carlyle Group
- Sep 04, 2018
- Client News
Getty Family to Acquire Majority Stake in Getty Images From The Carlyle Group
Paul, Weiss is representing the Getty family in its acquisition of a majority stake in Getty Images Inc. from The Carlyle Group.
SEC Adopts Updates to Rationalize Disclosure Requirements
- Sep 04, 2018
- Publications
SEC Adopts Updates to Rationalize Disclosure Requirements
On August 17, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (available here) to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in…
Ralph Lauren Closes $400 Million Notes Offering
- Aug 09, 2018
- Client News
Ralph Lauren Closes $400 Million Notes Offering
Paul, Weiss represented Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, in its offering of $400 million aggregate principal amount of senior unsecured 3.750% senior…
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
- Jul 26, 2018
- Publications
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
The SEC recently adopted final rules to revise Securities Act Rule 701(e), which allows private companies to offer securities to employees without having to comply with federal registration requirements.
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
- Jul 05, 2018
- Publications
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
On June 28, the SEC voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require the use of the Inline XBRL format in certain…
Perry Ellis to Be Acquired by George Feldenkreis
- Jun 16, 2018
- Client News
Perry Ellis to Be Acquired by George Feldenkreis
Perry Ellis International has agreed to be acquired by George Feldenkreis, Perry Ellis’ founder and a member of the company’s board of directors, in a transaction valued at $437 million.
Federal Agencies Propose Amendments to Volcker Rule
- Jun 08, 2018
- Publications
Federal Agencies Propose Amendments to Volcker Rule
The SEC, following approval by the Federal Reserve, Treasury, the FDIC and the CFTC, recently proposed amendments to the “Volcker Rule,” a key element of the Dodd-Frank Act. The proposed amendment are designed to simplify the Volcker…
Hunt Closes $200 Million Committed Equity Investment From Gallatin Point
- Jun 06, 2018
- Client News
Hunt Closes $200 Million Committed Equity Investment From Gallatin Point
Paul, Weiss advised Hunt Companies, Inc. in a strategic partnership with private equity firm Gallatin Point Capital LLC.
President Signs Dodd-Frank Reform Legislation
- May 31, 2018
- Publications
President Signs Dodd-Frank Reform Legislation
On May 24, following passage in both the House and Senate earlier this year, President Trump signed into law a financial services reform bill relaxing certain elements of the Dodd-Frank Wall Street Reform and Consumer Protection Act…
Securities Practice Update (Spring 2018)
- May 24, 2018
- Publications
Securities Practice Update (Spring 2018)
On February 21, the SEC issued an interpretive release providing guidance to assist reporting companies in preparing disclosures concerning cybersecurity risks and incidents.
Gibson Brands Commences Chapter 11
- May 01, 2018
- Client News
Gibson Brands Commences Chapter 11
Paul, Weiss is representing an ad hoc committee of Gibson Brands, Inc. noteholders, including KKR, in connection with Gibson’s chapter 11 proceedings.
Crescent Communities to Sell Key Businesses to Sumitomo
- Apr 27, 2018
- Client News
Crescent Communities to Sell Key Businesses to Sumitomo
Paul, Weiss is representing North Carolina-based real estate development firm Crescent Communities, LLC in its sale to Sumitomo Forestry America, Inc., a housing and wood products subsidiary of Japan-based Sumitomo Forestry Co., Ltd.
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
- Mar 23, 2018
- Publications
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
On March 12, 2018, the Securities and Exchange Commission (the “SEC”) issued a cease-and-desist order against Credit Karma, Inc. (“Karma”) for failure to comply with the disclosure requirements of Rule 701 promulgated under the…
Senate Passes Act Limiting Scope of Dodd-Frank Act
- Mar 20, 2018
- Publications
Senate Passes Act Limiting Scope of Dodd-Frank Act
The Senate recently voted 67-31 in favor of the Economic Growth, Regulatory Relief and Consumer Protection Act. The legislation, if enacted into law, would represent one of the most significant changes to the Dodd-Frank Wall Street…
SEC Issues Updated Guidance on Cybersecurity Disclosure
- Feb 27, 2018
- Publications
SEC Issues Updated Guidance on Cybersecurity Disclosure
The SEC recently provided updated guidance on cybersecurity-related disclosure obligations. We discuss the SEC’s new interpretive guidance, which seeks to assist companies in preparing disclosure concerning cybersecurity risks and…
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
- Feb 15, 2018
- Publications
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
The SEC recently approved a rule change proposed by the New York Stock Exchange designed to facilitate the direct listing of company shares without conducting an IPO.
Wellspring Acquires SupplyOne
- Feb 05, 2018
- Client News
Wellspring Acquires SupplyOne
Paul, Weiss represented Wellspring Capital Management LLC in its acquisition of SupplyOne Inc., a leading value-added distributor and converter of packaging products.
Hunt Companies Enters Into External Management Agreement With Five Oaks Investment Corp; Acquires 9.5% of the Company’s Outstanding Common Stock
- Jan 19, 2018
- Client News
Hunt Companies Enters Into External Management Agreement With Five Oaks Investment Corp; Acquires 9.5% of the Company’s Outstanding Common Stock
Paul, Weiss is representing affiliates of Hunt Companies, Inc. in their entry into an external management agreement with and equity investment in Five Oaks Investment Corp., a publicly traded REIT.
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
- Jan 10, 2018
- Publications
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
On December 22, 2017, the Securities and Exchange Commission (the “SEC”) published new guidance for SEC reporting companies, auditors and others to help ensure timely public disclosures of the accounting impacts of the Tax Cuts and…
Hunt Companies Acquires Asset Management Businesses from MMA Capital; Enters into External Management Agreement and Private Placement Investment
- Jan 08, 2018
- Client News
Hunt Companies Acquires Asset Management Businesses from MMA Capital; Enters into External Management Agreement and Private Placement Investment
Paul, Weiss represented Hunt Companies, Inc. and its affiliates in a series of asset and equity transactions with MMA Capital Management, LLC (NASDAQ: MMAC).
Filament Brands to Be Acquired by Lifetime Brands
- Dec 21, 2017
- Client News
Filament Brands to Be Acquired by Lifetime Brands
Paul, Weiss is representing Filament Brands in its sale to Lifetime Brands, Inc.
SEC Approves Revised NYSE Material News Release Rule
- Dec 12, 2017
- Publications
SEC Approves Revised NYSE Material News Release Rule
The SEC has approved an NYSE rule change prohibiting listed companies from issuing material news after the official closing time for the NYSE’s trading session until the earlier of 4:05 p.m. Eastern Time or the publication of the…
Wilton Brands Sells Simplicity Creative Group to CSS Industries
- Nov 03, 2017
- Client News
Wilton Brands Sells Simplicity Creative Group to CSS Industries
Paul, Weiss represented craft and consumer products company Wilton Brands LLC in its all-cash sale of the domestic and international business of Simplicity Creative Group to controlled affiliates of CSS Industries, Inc.
Mosaic Acquisition Completes Initial Public Offering
- Oct 23, 2017
- Client News
Mosaic Acquisition Completes Initial Public Offering
Paul, Weiss advised special acquisition company Mosaic Acquisition Corp. in its initial public offering.
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
- Oct 16, 2017
- Publications
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
The Department of the Treasury recently issued a report outlining proposed changes to U.S. capital markets regulations, providing a regulatory “road map” for the SEC and the CFTC. The reforms, including several aimed at expanding and…
Client Alert: SEC Issues Pay Ratio Guidance
- Sep 28, 2017
- Publications
Client Alert: SEC Issues Pay Ratio Guidance
On September 21, the Securities and Exchange Commission (“SEC”) and its Division of Corporation Finance issued interpretative guidance on the calculation of CEO pay ratio disclosure for public companies.
Roark Capital to Acquire ICWG From TDR Capital
- Aug 24, 2017
- Client News
Roark Capital to Acquire ICWG From TDR Capital
Paul, Weiss is representing Roark Capital Group in its proposed acquisition of International Car Wash Group (ICWG) from TDR Capital LLP.
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
- Jul 07, 2017
- Publications
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
The SEC will allow all issuers to submit for review IPO draft registration statements and certain other registrations on a confidential basis beginning July 10.
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
- Jun 20, 2017
- Publications
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
The Treasury Department recently issued the first of four reports in response to President Trump’s February executive order setting forth “Core Principles” intended to guide U.S. financial regulatory system reform. This first report…
House Approves Financial CHOICE Act
- Jun 12, 2017
- Publications
House Approves Financial CHOICE Act
On June 8, the House of Representatives passed a revised version of the Financial CHOICE Act that would repeal or modify significant portions of the Dodd-Frank Act and address a wide range of other financial regulations.
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
- Jun 09, 2017
- Publications
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
On June 1, the Public Company Accounting Oversight Board adopted a new audit standard requiring disclosure of “critical audit matters” in the auditor’s report. The new audit standard is subject to approval by the SEC.
Ray Russo to Participate in PLI Seminar on Private Placements and Hybrid Securities Offerings
- May 22, 2017
- Events
Ray Russo to Participate in PLI Seminar on Private Placements and Hybrid Securities Offerings
Corporate partner Raphael Russo will speak at the Practicing Law Institute’s 2017 Private Placements and Hybrid Securities Offerings seminar.
Spectrum Brands to Acquire PetMatrix
- Apr 28, 2017
- Client News
Spectrum Brands to Acquire PetMatrix
Paul, Weiss is advising global consumer products company Spectrum Brands Holdings, Inc. in its acquisition of PetMatrix, LLC, a privately held manufacturer of rawhide-free dog chews.
SEC Reporting Requirements: Updates and Trends
- Apr 11, 2017
- Videos
SEC Reporting Requirements: Updates and Trends
The Securities and Exchange Commission has issued a notice with new disclosure requirements that further modernize reporting standards.
SEC Issues Statements Following Recent Conflict Minerals Decision
- Apr 10, 2017
- Publications
SEC Issues Statements Following Recent Conflict Minerals Decision
Following a recent judgment by the D.C. District Court finding that certain provisions of the SEC’s “conflict minerals” disclosure rule violate companies’ First Amendment rights, the SEC has indicated that it will not enforce those…
SEC Adopts T+2 Settlement Cycle for Securities Transactions
- Mar 23, 2017
- Publications
SEC Adopts T+2 Settlement Cycle for Securities Transactions
On March 22, 2017, the Securities and Exchange Commission (“SEC”) adopted, as proposed, an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 to shorten by one business day the standard settlement cycle for most…
J.Jill Completes Initial Public Offering
- Mar 14, 2017
- Client News
J.Jill Completes Initial Public Offering
Paul, Weiss represented J.Jill, Inc., a leading women’s apparel brand, and TowerBrook Capital Partners, a private equity firm based in the United States and Europe, in J.Jill, Inc.’s initial public offering of 11,666,667 shares of its …
Recent SEC Disclosure Developments
- Mar 03, 2017
- Publications
Recent SEC Disclosure Developments
On March 1, 2017, the Securities and Exchange Commission issued several proposed and final rules intended to update certain disclosure requirements. This memorandum describes the updated rules, which affect a variety of issuers.
Hemisphere Media Group Amends Credit Facility
- Feb 14, 2017
- Client News
Hemisphere Media Group Amends Credit Facility
Paul, Weiss advised Hemisphere Media Group, Inc. in refinancing its $213 million term loan to lower the interest rate and extend the maturity date, among other things.
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
- Feb 09, 2017
- Publications
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
On February 3, President Donald Trump signed an executive order setting forth "Core Principles" intended to guide the regulation of the U.S. financial system. Although not specifically mentioned, revisions to the Dodd-Frank Act are…
TAO Group Partners With MSG
- Feb 02, 2017
- Client News
TAO Group Partners With MSG
Paul, Weiss represented TAO Group in its partnership with The Madison Square Garden Company (MSG).
AM Conservation Merges With Franklin Energy
- Nov 01, 2016
- Client News
AM Conservation Merges With Franklin Energy
Paul, Weiss client AM Conservation Group, a portfolio company of Kohlberg & Company, LLC, announced that it has completed a merger with Franklin Energy.
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
- Oct 31, 2016
- Publications
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
The Securities and Exchange Commission has voted 2 to 1 to propose to require the use of universal proxy cards by both companies and dissidents in contested director elections. While both sides would still be able to use…
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
- Sep 08, 2016
- Publications
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
The SEC recently proposed rule and form amendments that would require SEC registrants when filing registration statements or periodic or current reports that are subject to the exhibit requirements under Section 601 of Regulation …
Foresight Energy Completes Unique Out-of-Court Coal Company Restructuring
- Aug 30, 2016
- Client News
Foresight Energy Completes Unique Out-of-Court Coal Company Restructuring
Paul, Weiss client Foresight Energy LP, a publicly held producer and marketer of thermal coal in the Illinois basin, completed an out-of-court restructuring of more than $1.4 billion in debt pursuant to transaction support…
Ray Russo to Speak at PLI’s Private Placements and Hybrid Securities Offerings Seminar
- Aug 01, 2016
- Events
Ray Russo to Speak at PLI’s Private Placements and Hybrid Securities Offerings Seminar
Corporate partner Ray Russo will participate in a panel discussion at the Practising Law Institute's "Private Placements and Hybrid Securities Offerings" seminar.
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
- Jul 21, 2016
- Publications
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
On July 13, 2016, the Securities and Exchange Commission proposed amendments to certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC…
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
- Jul 13, 2016
- Publications
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
In a bid to enhance transparency, help investors make more informed investing and voting decisions and address concerns that undisclosed compensation agreements could raise conflicts of interest among directors, the Securities…
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
- Jun 03, 2016
- Publications
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
The staff of the SEC's Division of Corporation Finance (the "Staff") has issued new and revised Compliance and Disclosure Interpretations ("C&DIs") addressing the use of non-GAAP financial measures.
NBCUniversal to Acquire DreamWorks Animation
- Apr 28, 2016
- Client News
NBCUniversal to Acquire DreamWorks Animation
NBCUniversal, a division of Comcast Corp., announced an agreement to acquire DreamWorks Animation.
Crowdfunding and Small Business – The Impact of the JOBS Act and SEC Rules
- Feb 02, 2016
- Videos
Crowdfunding and Small Business – The Impact of the JOBS Act and SEC Rules
In this video, corporate partner Ray Russo discusses the phenomenon of crowdfunding, and new rules the SEC adopted under Title III of the JOBS Act that will permit private companies to conduct securities-based crowdfunding…
Signature Bank Completes Public Offering
- Jan 27, 2016
- Client News
Signature Bank Completes Public Offering
Paul, Weiss client Signature Bank announced the completion of a public offering of 2.2 million shares of common stock in an underwritten public offering led by JP Morgan and Goldman Sachs & Co.
Intelsat and SKY Perfect Joint Venture to Launch Satellite for Asia-Pacific Region
- Nov 04, 2015
- Client News
Intelsat and SKY Perfect Joint Venture to Launch Satellite for Asia-Pacific Region
Paul, Weiss client Intelsat S.A., the world's leading provider of satellite services, and SKY Perfect JSAT Corporation, Asia's largest satellite operator, announced an agreement to form a joint venture that will launch a new satellite …
Client Alert: SEC Adopts Final Rules for Crowdfunding
- Nov 04, 2015
- Publications
Client Alert: SEC Adopts Final Rules for Crowdfunding
On October 30, 2015, the Securities and Exchange Commission (the "SEC") adopted final rules under Title III of the Jumpstart Our Business Startups ("JOBS") Act.
Raphael Russo to Speak at PLI’s Private Placements and Hybrid Securities Offerings Seminar
- Oct 26, 2015
- Events
Raphael Russo to Speak at PLI’s Private Placements and Hybrid Securities Offerings Seminar
Corporate partner Raphael Russo will participate in a panel discussion at the Practising Law Institute's "Private Placements and Hybrid Securities Offerings" seminar.
Griffin-American Healthcare REIT III Joint Venture to Acquire Trilogy Health Services for $1.125 Billion
- Sep 15, 2015
- Client News
Griffin-American Healthcare REIT III Joint Venture to Acquire Trilogy Health Services for $1.125 Billion
Griffin-American Healthcare REIT III, Inc. (Griffin-American) announced that a joint venture formed between Griffin-American and NorthStar Healthcare Income Inc. agreed to acquire Trilogy Investors LLC, the parent company of…
Ralph Lauren Closes $300 Million Notes Offering
- Aug 18, 2015
- Client News
Ralph Lauren Closes $300 Million Notes Offering
Paul, Weiss client Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products, completed an offering of $300 million aggregate principal amount of senior unsecured 2.625%…
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
- Aug 10, 2015
- Publications
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
Almost two years after the original proposal, the Securities and Exchange Commission has approved final rules to require U.S. public companies to disclose the ratio of their CEO's compensation to the median compensation of their…
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
- Jul 10, 2015
- Publications
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
On July 1, 2015, the Securities and Exchange Commission issued a concept release seeking public comment regarding potential revisions to audit committee disclosure requirements, with a focus on the audit committee's…
Spectrum Brands Closes Multicurrency Credit Facility
- Jun 23, 2015
- Client News
Spectrum Brands Closes Multicurrency Credit Facility
Paul, Weiss client Spectrum Brands, Inc. closed an approximately $2.4 billion multicurrency credit facility. The new credit facility refinances all of Spectrum's current bank debt in U.S., European and Canadian currency and…
Spectrum Brands Agrees to Acquire Armored AutoGroup for $1.4 Billion
- Apr 28, 2015
- Client News
Spectrum Brands Agrees to Acquire Armored AutoGroup for $1.4 Billion
Paul, Weiss client Spectrum Brands Holdings, Inc. entered into a definitive agreement for the purchase of Armored AutoGroup Parent, Inc. from Avista Capital Partners for $1.4 billion in cash and assumed debt.
HRG Group Closes Offering of Senior Secured Notes
- Apr 14, 2015
- Client News
HRG Group Closes Offering of Senior Secured Notes
Paul, Weiss client HRG Group, Inc., a diversified holding company formerly known as Harbinger Group Inc., completed a tack-on offering of $100 million of its 7.875% senior secured notes due 2019. Proceeds from the sale are being…
Client Alert: SEC Adopts Rules to Update Regulation A
- Apr 08, 2015
- Publications
Client Alert: SEC Adopts Rules to Update Regulation A
On March 25, 2015, the Securities and Exchange Commission ("SEC") voted unanimously to adopt amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the …
Client Alert: SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers
- Jan 25, 2015
- Publications
Client Alert: SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers
On January 23, 2015, the Staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") issued a no-action letter granting the relief requested in a letter…
The Deal Environment: Retail & Apparel
- Jan 13, 2015
- Videos
The Deal Environment: Retail & Apparel
In this video interview, corporate partners Jeffrey Marell and Raphael Russo discuss an upturn in deal activity in the retail and apparel sectors, and identify significant issues that can arise while doing these deals.
Spectrum Brands Acquires Procter & Gamble’s European Pet Food Business
- Dec 31, 2014
- Client News
Spectrum Brands Acquires Procter & Gamble’s European Pet Food Business
Paul, Weiss client Spectrum Brands Holdings completed its previously announced acquisition of Procter & Gamble's European pet food business, consisting of the complementary IAMS and Eukanuba premium brands for dogs and cats.…
CareCore and MedSolutions Complete Merger
- Dec 04, 2014
- Client News
CareCore and MedSolutions Complete Merger
Paul, Weiss client CareCore National, LLC and MedSolutions, Inc., two leading providers of specialty benefits management services to managed care organizations and risk-bearing provider organizations, announced the completion of…
NorthStar to Acquire Ownership Interest in American Healthcare Investors
- Nov 05, 2014
- Client News
NorthStar to Acquire Ownership Interest in American Healthcare Investors
Paul, Weiss client NorthStar Asset Management Group Inc. (NSAM), the external advisor to Paul, Weiss client NorthStar Realty Finance Corp. (NorthStar), and certain of its affiliates, entered into a unit purchase agreement with…
John Kennedy, Jeffrey Marell, Valerie Radwaner and Raphael Russo Speak at Cardozo Law School Fashion Law Symposium
- Oct 21, 2014
- Events
John Kennedy, Jeffrey Marell, Valerie Radwaner and Raphael Russo Speak at Cardozo Law School Fashion Law Symposium
Deputy chair Valerie Radwaner and corporate partners John Kennedy, Jeffrey Marell and Raphael Russo participated in a panel discussion at Cardozo Law School's Semi-Annual Fashion Law Symposium. The panel, titled "Designing…
Paul, Weiss Represents Guggenheim Securities in Whole-Business Securitization and Tax Lien Securitization
- Sep 04, 2014
- Client News
Paul, Weiss Represents Guggenheim Securities in Whole-Business Securitization and Tax Lien Securitization
Paul, Weiss represented Guggenheim Securities as initial purchaser in connection with Hooters of America, LLC's first whole-business securitization (closed August 12, 2014). HOA Funding, LLC and various other Co-Issuers issued…
Spectrum Brands Refinances U.S. Tranche B Term Loans
- Dec 18, 2013
- Client News
Spectrum Brands Refinances U.S. Tranche B Term Loans
Paul, Weiss client Spectrum Brands, Inc. (SPB) closed on its previously announced issuance of a $215 million U.S. term loan due September 2019 and a new €225 million Euro term loan due September 2019. Spectrum Brands Europe GmbH, …
Intelsat Amends $3.75 Billion Senior Secured Credit Facilities
- Nov 27, 2013
- Client News
Intelsat Amends $3.75 Billion Senior Secured Credit Facilities
Paul, Weiss client Intelsat (NYSE: I), a leading global provider of fixed satellite services, amended its existing senior secured credit agreement, which governs its approximately $3.1 billion senior secured term loan facility…
SEC Proposes CEO Pay Ratio Disclosure
- Sep 20, 2013
- Publications
SEC Proposes CEO Pay Ratio Disclosure
The Securities and Exchange Commission has issued a proposed rule under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require larger U.S. SEC reporting companies to disclose the median…
Impact of the Elimination of the Prohibition Against General Solicitation and General Advertising on Capital Markets Transactions
- Jul 26, 2013
- Publications
Impact of the Elimination of the Prohibition Against General Solicitation and General Advertising on Capital Markets Transactions
Delaware Court of Chancery Upholds Board Adopted Forum Selection Bylaws
- Jun 26, 2013
- Publications
Delaware Court of Chancery Upholds Board Adopted Forum Selection Bylaws
Awards & Recognition
Harbinger Recognized with “The Oil and Gas Financial Journal Transaction of the Year Award”
- Oct 25, 2013
- Awards
Harbinger Recognized with “The Oil and Gas Financial Journal Transaction of the Year Award”
Paul, Weiss client Harbinger Group, Inc. was recognized with "The Oil and Gas Financial Journal Transaction of the Year Award (under $1bn transaction value)" at the 2013 Southwest Oil & Gas Awards for the its MLP joint…