J. Russell Bulkeley

Russell Bulkeley is a transactional partner in the Firm’s Corporate and Finance Practice Group. His practice involves the representation of companies (small and mid-market) at all stages of development, and consists of advising management and key stakeholders in the structuring, negotiation and implementation of: (1) capital raising activities, (2) debt financing, (3) company organization, including formation, equity and control arrangements and restructuring; (4) strategic and financial M&A, alliances and related transactions and (5) general commercial and business dealings.

Russell is routinely engaged to represent buyers or seller in (i) the acquisition of companies (whether structured as mergers or the purchase/sale of equity or assets), (ii) the entry into Joint ventures, partnerships or other contractual alliances and (iii) related financing activities.

Russell regularly counsels company boards and executives regarding compliance with the corporation and limited liability company laws of Delaware, New York, Connecticut and other jurisdictions, as they relate to the formation, management and conduct of the activities of business entities and the fiduciary obligations owed to equity owners and others.

In addition to company-side engagement, Mr. Bulkeley represents individual investors, private equity and company venture funds, advising with respect to (1) fund formation and governance (LPs, LLCs and other JV/investment vehicles) and (2) portfolio investments (initial and follow-on investments, preferred rounds, roll-over equity, mezzanine financing, recapitalization and exit events).

Russell also has represented domestic and foreign issuers and dealer-manager/ market-makers in a variety of primary and secondary registered securities offerings, going public transactions (IPO, Super 8-K/reverse mergers), going private transactions and related solicitation efforts, and is called upon to guide clients in capital market transactions and related securities law compliance under SEC reporting, FINRA and other regulatory regimes.

In his transactional practice, Russell demonstrates skills across multiple deal/investment disciplines and possesses the business acumen and confidence to anticipate, confront and strategically resolve or mitigate the myriad of issues and risks confronting today’s management and investors. He is well-versed in analyzing, interpreting and applying the law and equally comfortable and practiced at (i) navigating complicated or nuanced concerns, (ii) adapting to changed priorities and facts arising during the course of a deal and (iii) communicating and engaging in collaborative oversight and management across practice areas, company hierarchy and cultural dispositions.

Mergers & Acquisitions, JVs and other Business Alliances

• Represent supplier of functional chemical and specialty ingredients to the cosmetic, personal care and nutrition industry in the sale of its stock to a strategic industry distributor

• Represent owner and operator of retail jewelry stores in sale of assets to Swiss strategic buyer, involving Greenwich CT and Vail CO retail leases, inventory and exclusive distribution arrangements with high-end watch brands

• Represent provider of tax compliance and administrative/related advisor services for US-based and global institutional funds in sale of a majority ownership interest (with an option for rest of equity) to global financial services provider

• Represent business and financial cohort in its asset purchase of iron works manufacturing business and facility

• Represent pharmacy consulting service provider and owner of proprietary technology enabling benefit manager market checks, contract review, negotiation, procurement and on-going claims management, pricing and audit services in sale of its stock to a national insurance product and service broker

• Represent owner/developer in the sale to strategic buyer of assets consisting of proprietary application for information/data scraping, aggregation, analysis and delivery

• Represent financial buyer in restructuring of distressed company, involving negotiation of manufacturing, warehouse and distribution agreement to purchase inventory, to finance the production of draught dispensing products in fulfillment of existing orders and to service indebtedness, with an option to acquire business

• Represent owner/provider of dental and oral surgery business in stock sale involving multiple practice groups to private equity firm

• Represent toy and game wholesaler in sale of business to Canadian strategic buyer

• Represent owner/CEO in sale of stock in developer/retailer of web-based customer data management application to, and equity rollover investment in, strategic buyer

• Represent software solutions provider to the life sciences industry in acquisition of software product and related intellectual property assets, as well as overseas R&D team located in India

• Represent manufacturer and national distributor of specialty foods in purchase of inventory, distribution rights and iconic brand name

• Represent gym owner in the sale of fitness facility and related business assets

• Represent liquor manufacturer in joint venture with national distributor, involving supply and distribution contributions, together with funding milestones

• Represent international tax and accounting firm in acquisition of CPA practice

• Represent consumer finance company engaged in originating and holding for investment automobile finance receivables, in merger with a national finance company following successful auction process

• Represent public diversified natural resource company in proposed divestiture of its construction services business to private equity fund

• Represent oil and gas consortium in the formation of joint venture, involving contribution of oil and gas assets and overseas capital investors

• Represent public E&P company in consent solicitation triggered by a change of control event, involving the restructuring of debt and senior credit facility

• Represent private equity fund in connection with recapitalization of portfolio company, involving creation of preferred equity and exchange of outstanding debt and equity

Corporate Finance – Company Debt, Equity and Acquisition Funding

• Represent individuals, companies and private equity in minority, control and follow-on portfolio investments, from initial seed to later series capital rounds in diverse domestic and foreign businesses, including craft beer production, broadband services, medical device manufacturing, LED lighting and retrofitting services, artificial intelligence (AI), telecommunications, software solutions, commercial landscaping, real estate and shared office space

• Represent domestic and offshore issuers in exempt private placements of company securities, involving a myriad of industries, including ready-to-wear apparel, offshore fishery, algal biomass, oil and gas exploration and production, solar energy, brewing and ethanol manufacturing, technology, restaurant and hospitality, craft whiskey, automotive & specialty tool manufacturing, retail, medical products, sports entertainment/franchise, health care/personal wellness and gaming software

• Represent national cable/internet provider in investment in provider of enterprise communications solutions, involving navigation of SBA, woman-owned business enterprise (WOBE) and government contracting legal regimes in the context of structuring investment, control and protective rights

• Represent U.S. Fortune 500 corporation in cross-border transactions, including managing local counsel in respect to: (A) tiered investment (based upon commercial milestones) in Polish company developing proprietary Open DAA software technology and cable network infrastructure and (B) investment in French entrepreneurial group developing proprietary AI cloud technology for game play and content openness.

• Represent confectionery manufacturer/retailer in asset-backed term loan and revolving credit facility secured by its assets and pledge from Turkish overseas owner conglomerate

• Represent foreign provider of aviation services in syndicated credit facility, secured by transportation contract receivables and aircraft, and involving affiliated guarantors in multiple jurisdictions and IR filings under the Cape Town Convention

• Represent provider of turnkey voice, data and video infrastructure support in connection with term note and line of credit, secured by inventory, equipment, fixtures and receivables of borrower and subsidiary, as guarantor, as well as real property

• Represent publicly-traded upstream oil and gas companies in acquisition financing, involving placement of senior secured and subordinated debt to institutional buyers pursuant to Rule 144A, and related exchange offer

• Represent investor group in acquisition financing of litigation support and document management business, involving senior debt and mezzanine debt and equity

• Represent purchaser/operator of motor manufacturing and supply business in bank financing (involving term, revolving loans and mezzanine debt/equity) secured by assets of acquisition target

• Represent U.S. and overseas borrowers and affiliates of Mexican helicopter operator and guarantor, in multiple aircraft acquisition financings, guaranteed by U.S. ExIm Bank and foreign operators and secured by overseas collateral

Education

• New York University (NYU) School of Law, JD

• University of Arizona, B.A. History with distinction

Honors and Awards

• Note Author, New York University Journal of International Law and Politics

• Junior Fellow, NYU Center for International Law