Nahal Nellis

Corporate & Securities

Nahal focuses his practice in strategic transactions and securities.  He has extensive experience in private equity, M&A and securities, having completed deals valued at over $12 Billion in aggregate transactional value.  He also represents banks in matters pertaining to engagements.Nahal also has significant experience doing crossborder private equity and crossborder securities transactions, and has worked outside the U.S. in Israel representing companies engaged in U.S. inbound and outbound fundraising and investments.

Notable Transactions

  • Representation of a private equity fund and portfolio company management in defense against a takeover proposal by another private equity fund.
  • Sale of a digital marketing technology company.
  • Representation of a boutique investment bank in matters related to client engagements and also in respect of matters relating to its role as transaction advisor.
  • Representation of several internet-based companies regarding securities compliance matters and fund-raising.
  • Representation of a publicly traded company in respect to a contest among candidates for election to the board of directors, between candidates sponsored by the company and candidates sponsored by a founder.
  • Representation of NASDAQ listed company raising money via a secondary sale from a shelf registration statement, including issuance of common stock and warrants.
  • Sale of a portfolio company as settlement of a contested arrangement between two private equity fund investors.
  • Representation of a publicly traded company in connection with a FINRA inquiry.
  • Representation of a NASDAQ traded SPAC specializing in crossborder acquisitions.
  • Representation of a SPAC in the context of an alternative sale transaction, including establishing consents through successful proxy solicitation.
  • Stock for stock purchase of a publicly traded U.S. company by a foreign company in a merger of equals.
  • Purchase of a $8 billion portfolio of hotels by a private equity consortium of investors led by The Lightstone Group, acquiring the Extended Stay Hotels including 684 hotel properties from The Blackstone Group, LLC.
  • Sale of Symbol Technologies, Inc. for $3.9 billion to Motorola, Inc. in a cash sale, including related auction activities.
  • Sale of a private equity fund portfolio company, using a focused auction strategy, and achieving fund record IRR returns.
  • Conducting a broad-based auction for sale of a public technology company.
  • Purchase and restructuring of a private company by a private equity fund involved in distressed acquisitions.

Securities Compliance and Offerings

Nahal provides comprehensive securities advice to companies for compliance with the U.S. securities laws on a cost-effective basis.  In addition to working at premier New York firms practicing securities law, Nahal has worked at premier overseas firms representing a significant number of companies which list or offer securities in the United States.  He provides comprehensive securities advice to such companies regarding on-going compliance matters, and regularly works with larger U.S. law firms on larger transactions.  He is also accustomed to providing ready, focused securities advice to companies and executives on a timely basis, either immediately or on the company’s preferred timetable.  Nahal’s practice includes preparing and providing advice with respect to:

  • Annual and periodic reports filed with the SEC;
  • Current or event-driven reports filed with the SEC, exchanges and trading platforms;
  • Reports and compliance matters with the NASDAQ and OTC Markets;
  • Earnings releases and press releases, and their public filing, including working within time-sensitive executive timetables;
  • Annual and special meeting materials (including special meetings for approval of securities transactions);
  • Advice to executives and “control persons” regarding re-sales of their stock to other investors under applicable law;
  • Interaction with the depositaries, including granting of legal opinions where appropriate, for removal of legends allowing executives to re-sell shares of their restricted stock;
  • Filing of reports of shareholders required by law regarding purchase and sale of their stock; and
  • Representation of companies’ matters before the staff of the SEC and FINRA.

In addition to the foregoing compliance matters, Nahal has completed numerous equity and debt offerings, including “off-the-shelf” offerings, shelf-registrations, registered-direct offerings, several initial public offerings, strategic and recapitalization-related share and debt exchange offers, and numerous private placements of debt and equity.  These transactions, among others, include:

  • Private placements of stock with accredited investors including follow-on registration rights;
  • Registered-direct offerings by companies registered under the U.S. securities laws;
  • Advice and drafting of registration statements relating to initial public offerings under the U.S. securities laws;
  • Drafting of “shelf” registration statements for companies registered under the U.S. securities laws, in order to enable expedited fund raising through “off-the-shelf” offerings of securities;
  • Exchanging outstanding debt, for replacement debt with preferred terms, through exchange offers and other offers; and
  • Comprehensive interface with U.S. government regulators, such as the SEC and FINRA, for filing and effectiveness, as applicable, of these types of transactions.

EDUCATION and work experience

Education

Cornell Law School, 2000

  • J.D., cum laude
  • John M. Olin Scholar in Law & Economics, 1998 – 2000
  • Articles Editor, International Law Journal
  • Founder and President, Law & Economics and Business Association

Stanford University, 1996

  • B.A., honors
  • Krupp Fellowship, Marketing Associate, Association of Businesses of the State of Saxony, Dresden, Germany

Professional Experience

Dewey Ballantine LLP, M&A Group Associate.  2000 – 2006

Dechert LLP, Corporate & Securities Group Associate.  2006 – 2007

Yigal Arnon & Co. (Israel), Corporate Group Associate.  2007 – 2010

Naveh, Kantor, Evan-Har & Co. (Israel), Corporate Group Partner.  2010 – 2012

Other Work Experience

United States Federal District Court, Pittsburgh, PA.  Summer clerk with Judge Donneta W. Ambrose; original position with Circuit Judge Carol Los Mansmann of the U.S. Court of Appeals for the Third Circuit until her recess. 1998
Hoover Institution, Stanford, CA.  Research associate in institutional economics and game theory. 1996-1997

Bar Admissions

New York, 2001

Israel, 2009

Selected Publications

Co-Author, The Compulsion of Patronage: Political Sources of Information Asymmetry and Risk in Developing Country Economies, in GOVERNING FOR PROSPERITY 85 Yale University Press (2000).

Selected Professional Affiliations & Memberships

American Bar Association Board Member, Board of Directors (American), Tel Aviv-Yafo Foundation