Biography

With over 25 years of experience, Todd serves as trusted counsel to public and private companies, private equity and other investment funds, family-owned businesses, and individual entrepreneurs, with a focus on mergers and acquisitions, financings, and other transactional activities. Todd has acted as the principal outside attorney on scores of M&A and financing transactions, representing buyers and sellers as well as their investors, boards of directors, management teams, and other constituents. Todd regularly acts in a general counsel capacity for his clients, including public companies, advising on securities law and other regulatory and compliance matters, day-to-day commercial arrangements and disputes, and strategic growth, capital formation, and other business initiatives. Todd’s experience spans a broad range of asset classes and industries, including infrastructure, logistics, specialty finance, business services, travel services, consumer products, energy, real estate, and Great Lakes shipping, and includes distressed, cross-border, and contested transaction situations.

Todd also has significant experience representing special purpose acquisition companies (SPACs), their target operating companies and other SPAC transaction participants and investors. From inception of the SPAC product in 2004, and through all market cycles since, Todd has represented SPACs in their IPOs, business combination (de-SPAC) transactions, PIPEs and other financing activities and related SEC compliance. He is intimately familiar with both the opportunities and risks of sponsoring, investing in, or transacting with, SPACs. Todd’s SPAC related representations include sponsor group arrangements, stand-by financing arrangements, target company representations, management teams, and on-going public company compliance.

Todd seeks to provide practical, business-oriented legal solutions that help his clients, and their businesses, grow and prosper at every stage of the business life cycle. Todd's clients appreciate his ability to understand their business needs and goals, to assess and address the legal risks of the particular business endeavor, and to clearly communicate value-added advice.

Representation

Representation of $250 million Cayman-based SPAC in its IPO (Credit Suisse/BTIG) pending.

Representation of NextPoint Acquisition Corp., a SPAC, in its IPO, business combination, financing activities, and securities law compliance.

Representation of the SBA Group (Sam Ben-Avraham) in its effort to “save” Barneys, the NYC-based, iconic luxury fashion retailer, through acquisition in a Section 363 bankruptcy sale.

Representation of Deerfield Management with respect to the merger of its portfolio company, Chondrial Therapeutics, with Zafgen Inc., a Nasdaq-listed biopharmaceutical company.

Representation of W Capital Partners, a leading secondary market investor, in multiple equity and follow-on investments in various technology and business services companies.

Representation of Schottenfeld Opportunities Fund in its investment in, and activist campaign involving, Barnes & Noble, leading to the sale of the national retail chain.

Representation of Schottenfeld Opportunities Fund with respect to its debt and equity investment in Amyris, Inc., a Nasdaq-listed provider of sustainable health, beauty and other products.

Representation of BasePoint Capital with respect to its structured loan and equity investment in the owner of a large portfolio of telecommunications related patents.

Representation of BasePoint Capital in structured loan and equity investments in multiple specialty finance companies in the consumer lending industry.

Representation of BasePoint Capital with respect to its strategic relationship with, and investment by, affiliates of a national bank.

Representation of Essex Rental Corp. (Nasdaq: ESSX) in its sale of Coast Crane Company, a provider of crane rental and related lift solutions, to Maxim Crane Works, LP, a portfolio company of Apollo Global Management.

Representation of Footbridge Partners LLC in its sale of smarTours LLC, a provider of direct-to-consumer, value-oriented travel services, to Summit Park LLC, a Charlotte-based private investment firm.

Representation of Specialty Consumer Services LP, a specialty finance service provider, in its sale of assets to Meta Financial Group, Inc., a bank holding company.

Representation of Icahn Enterprises’ portfolio company, WestPoint Home, LLC, in its acquisition of Nostalgia Home Fashions, Inc., a manufacturer of handcrafted quilts, bedspreads and related items.

Representation of Regency Affiliates, Inc. (OTC: RAFI) in its acquisition of a portfolio of five stand-alone self-storage facilities in Harrisburg, PA.

Representation of Essex Crane Rental Corp., a provider of crane rental and related lift solutions, in its sale of assets through UCC foreclosure and auction to Maxim Crane Works, LP, a portfolio company of Apollo Global Management.

Representation of Ultramar Travel Management, Inc., a corporate travel management company, in its sale to Travel and Transport, Inc.

Representation of Rand Logistics, Inc. (Nasdaq: RLOG) in its acquisition of Lower Lakes Towing, Ltd. and Grand River Navigation Company, providers of bulk freight shipping services on the Great Lakes, and multiple add-on vessel and operating company acquisitions.

Representation of Hyde Park Acquisition Corp. II (Nasdaq: HPAC), a special purpose acquisition company, in its proposed $340 million business combination with Santa Maria Energy, LLC, an independent energy exploration and development company.

Representation of public company in its proposed $400 million acquisition of a helicopter lease portfolio from an international financial conglomerate.

Representation of financial investor in MISO (Regional Transmission Organization) joint venture trading platform.

Representation of Essex Rental Corp. (Nasdaq: ESSX) in its acquisition of Coast Crane Company, a regional crane rental company, in a Section 363 bankruptcy sale.

Representation of Regency Affiliates, Inc. (OTC: RAFI) in its acquisition in joint venture investment with DTE Energy, an affiliate of Detroit Edison, of a co-generation energy facility in Mobile, AL.

Representation of Hyde Park Holdings, LLC in its acquisition of a controlling interest in a diversified public company, sale of non-core assets and recapitalization, and subsequent going-private transaction.

Education

Boston University School of Law – J.D., 1990
Boston University – B.S.B.A., with honors, 1987

Bar Admissions

New York