About Spolin Silverman and Cohen
Attorneys
Clients
Library
Contact
Recruiting
Spolin Silverman & Cohen LLP
specializes in representing clients in complex business transactions and business litigation. We offer our clients the sophistication generally associated with large law firms combined with the special attention and responsiveness available only from a boutique.
SS&C prides itself on delivering superior legal services to clients with a pragmatic and focused emphasis on our clients’ business goals and concerns. Our engagements are result oriented. We create value by developing and implementing creative, flexible and cost effective solutions to meet our clients’ needs

Alternative Dispute Resolution Commercial Transaction
Insurance and Insurance Coverage Hedge and Venture Funds
Investment Management Litigation
Mergers and Acquisitions Private Equity and Venture Capital
Securities Public Offerings
Compliance and SEC Reporting Private Offerings


Alternative Dispute Resolution
We pride ourselves on our ability to resolve disputes economically and expeditiously. Where possible, we seek to create or seize opportunities to resolve disputes without the expense and time commitment associated with litigation and trial. We know that litigation may not always be the preferred alternative and, when appropriate, counsel our clients to seek resolution of disputes through informal negotiations and alternative dispute resolution processes.

Commercial Transactions
We have the expertise to serve government contractors and other clients with complex contracting problems such as those arising in the aerospace, information technology, and insurance industries. In addition to our securities and investment management practice described below, we have extensive substantive experience in various regulated industries, including the aerospace, mortgage banking, and franchising industries. We advise our clients with respect to the structure and negotiation of secured transactions, intellectual property licensing and franchise relationships. We assist our clients in negotiating and documenting their purchases, sales, loans, employment agreements, buy-sell arrangements, trade secret and confidentiality matters, confidentiality agreements and other contractual relationships, as well as advising clients on their employee matters.

Securities
Emerging growth companies frequently retain us as counsel for their initial organization and early-stage capitalization. We assist clients in determining the most advantageous structure and financing for their needs and provide advice on all aspects of raising capital, ranging from the issuance and sale of conventional debt and equity securities to extremely specialized asset-based financings. We serve as counsel various participants in connection with private placements and public offerings.

Insurance and Insurance Coverage
We provide a full range of services on insurance litigation and coverage issues. We offer expertise in all areas of insurance and reinsurance regulation, including holding company and financial condition regulation, insurance-related mergers, acquisitions and financings, discontinued operations and reinsurance transactions.
We are experienced in analyzing coverage issues in various types of insurance policies, including officer and director liability, errors and omissions, and commercial general liability policies, as well as individual policies. We have successfully negotiated and litigated claims regarding advancement of defense costs, settlement of claims within policy limits, scope of coverage and bad faith denial of coverage and other benefits. We have also represented clients in evaluating primary and secondary coverage issues and in assessing coverage available to adverse parties to facilitate dispute resolution and maximize clients' potential recovery.

Hedge and Venture Funds
represents hedge funds, venture funds and other private funds, as well as SEC registered investment advisory firms, registered investment companies, banking organizations and other financial institutions. We advise our fund clients on organization, structuring, fund-raising, compensation, distribution, trading, regulatory, e-commerce and other issues. Our hedge fund clients include domestic and offshore funds, convertible arbitrage funds and various other private funds in various structures. We work with fund sponsors, advisors, distributors and investors as well with fund service providers.
SS& C prides itself on delivering superior legal services to clients with a pragmatic and focused emphasis on our clients’ business goals and concerns. Our engagements are result oriented. We create value by developing and implementing creative, flexible and cost effective solutions to meet our clients’ needs.

Investment Management
SS&C’s investment adviser and investment fund manager clients include international and domestic financial institutions, hedge funds, offshore, venture capital funds and funds of funds. We regularly represent financial intermediaries engaged in distribution activities related to services and products offered by investment managers. Our investment management engagements cover a broad spectrum of legal and regulatory matters confronting investment managers, advisers and mutual funds, including the development of new and innovative products. We also have substantial experience with commercial transactions involving investment vehicles.
We are experienced in compliance with the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933, the Commodity Exchange Act, ERISA, and the rules and regulations of the Securities and Exchange Commission, Commodity Futures Trading Commission and National Association of Securities Dealers, and other relevant state and federal laws and regulations.
SS&C prides itself on delivering superior legal services to clients with a pragmatic and focused emphasis on our clients’ business goals and concerns. Our engagements are result oriented. We create value by developing and implementing creative, flexible and cost effective solutions to meet our clients’ needs.

Litigation
We have represented clients ranging from Fortune 500 companies to individuals in the prosecution and defense of virtually every type of business, employment, professional liability, labor, environmental, securities, real estate and insurance litigation in federal and state courts throughout the country, as well as in appellate matters.
In addition, we have represented clients in prosecuting or defending claims arising out of mergers and acquisitions, public and private offerings, and breach of fiduciary duties or disclosure obligations under federal and state law.


Mergers and Acquisitions
We have completed hundreds of sophisticated business transactions for our clients in the insurance, aerospace, investment management, and real estate industries. We assist companies of all sizes in formulating their capital structure and growing their businesses by advising and representing them in raising debt and equity capital through a variety of transactional structures and in corporate acquisitions, dispositions, mergers and joint ventures. We have been involved in all phases of mergers, acquisitions, divestiture, entity formation, and arranging public and private financing as well as commercial transactions.

Private Equity and Venture Capital
SS&C is active in representing clients engaged in private equity and venture investment transactions. We represent providers of capital as well as emerging and later stage growth companies and others seeking financing. We counsel private equity and venture capital funds, banks and other financial institutions, strategic corporate investors, angel investors, distressed company investors and others. We regularly represent clients in structuring and forming venture capital funds, including issues related to tax planning, capital formation and regulatory compliance.
We provide legal advice and related services on a wide range of transactions, including minority and control investments, seed and other early stage financings, traditional convertible preferred stock "rounds," later stage funding, bridge financings, leveraged buyouts, restructurings and recapitalizations.
SSC&B prides itself on delivering superior legal services to clients with a pragmatic and focused emphasis on our clients’ business goals and concerns. Our engagements are result oriented. We create value by developing and implementing creative, flexible and cost effective solutions to meet our clients’ needs.

Public Offerings
We have served as general or special counsel to many public companies and companies seeking public financing in either IPOs or subsequent offerings, including equities, debt instruments and hybrid securities. Our engagements include all aspects of corporate planning and restructuring, preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of NYSE and NASDAQ listing applications, and related transactional aspects of the offerings.

Compliance and SEC Reporting
We advise companies with publicly traded securities on disclosure and other compliance issues and assist in preparing periodic SEC reports as well as filings triggered by special circumstances and extraordinary transactions. These include insider transactions, option and other equity-based compensation plans, spin-offs, going private transactions, tender offers, proxy contests, corporate restructurings and merger/acquisition transactions.

Private Offerings
We counsel extensively on Regulation D private placement offerings and private financing transactions, angel and venture capital financing rounds and Rule 144A transactions.
SS&C prides itself on delivering superior legal services to clients with a pragmatic and focused emphasis on our clients' business goals and concerns. Our engagements are result oriented. We create value by developing and implementing creative, flexible and cost effective solutions to meet our clients' needs.