Of Counsel

Law Offices of Kirk Halpin & Associates, P.A.

January 2014 - present

• Provide private and public companies legal guidance in, among other things, structuring, negotiating, diligencing, drafting and completing private and public capital transactions, mergers and acquisitions and corporate reorganizations.
• Assist clients with negotiation   and  drafting  of  merger,  licensing,   compensation,   IT  services, settlement and other forms of complex agreements as well as periodic disclosure statements.
• Advise and manage relationships with regulatory agencies, including SEC, OCC, FTC, and others.
• Advise and assist companies under the federal securities and banking and related laws, as well as state entity (corporation, LLC, partnership) statutes.
• Assist with strategic planning, deal structuring, transaction implementation.
• Deal exclusively with senior management and boards of directors.
• Clients in financial services, high tech, e-commerce, software, manufacturing, distribution, defense, gaming, entertainment and other industries.
• AV rated (the highest possible level of achievement) by the Martindale-Hubbell Rating System.

 Work experience highlights:

• Prepared private  placement  for  financial  services  company  raising  $100.0  million  and  acquiring existing financial institution.
• Negotiated and closed sale of software-as-a-service company to a NYSE traded acquiror.
• Negotiated and closed $130 million real estate loan with money center bank.
• Negotiated and  closed  sale  of  aircraft  charter  company  to  hedge  fund  controlled  private  jet membership company.
• Negotiated and closed sale of biotech company to Fortune 500 company.
• Negotiated and closed sale of $2.5 billion (assets) financial institution.
• Negotiated and closed 20 acquisitions (buy side) for one business services client.
• Negotiated for independent board members of mutual insurance holding company terms for an $800 million (approx.) demutualization.
• Closed $15 million private institutional round for ASP; closed second tranche of $750,000.
• Filed IPO for B2B Website turnkey fulfillment company; IPO completed later that year.
• Negotiated and completed  sale of private process engineering  software company to Nasdaq-traded company.
• Negotiated purchase of $150 million company out of bankruptcy.
• Negotiated and  completed  sale  of  private  pipe  processing  manufacturing   company  to  private leveraged buyout firm.
• Tender offer  for publicly  traded  majority  owned  affiliate  and subsequent  short  form  merger  into public parent.
• International deal experience in Czech Republic, Canada, France and Mexico.
• Other deals-will describe upon request.

Prior Experience:

Senior Attorney Advisor,  US Securities  and Exchange  Commission,  Division  of Corporation  Finance, Computer/Insurance  Branch; Entertainment/Transportation Branch:

• Review and comment on filings made by private and public companies under the Securities Act of1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939 and other related federal securities laws and regulations;

• Analyze, research  and  prepare  legal  memoranda  for  Branch  chief(s),  Office  of  Chief  Counsel, Division of Enforcement, and others;
• Prepare response  to  Freedom  of  Information  Act  requests;  handle  proxy  contests  and  hostile takeover/tender offers for the Branch;
• Advise Division of Enforcement on matters dealing with corporate finance laws;
• Review international securities offerings and work with office of international relations;
• Coordinate comments with analysts and accountants; interface with counsel for registrants; perform other duties of the office as required/requested.

 Author:

• Numerous articles  regarding  extraordinary   corporate  transactions,   including  "Avoiding  Hostile Takeovers"  and "Eliminating  the Myths About Demutualization,"  Best's Review and the book The State of Demutualization.
• Speaker on topics including crowdfunding, mutual to stock reorganizations,  holding companies and federal legislation.

University of Maryland College Park

Bachelor's Degree

School of Law University of Baltimore

Juris Doctor (J.D.)

Loyola University Maryland

Master's Degree

Master's of Finance

Member of the Bar of The State of Maryland

Member of the Bar of The State of New York

Member of The Bar of The District of Columbia