Bio

Michael Adelstein is the chair of Kelley Drye’s Securities and Capital Markets group and one of the foremost legal advisors in the field of PIPEs (private investments in public equity) and ​“alternative investment” transactions. Michael represents investors, underwriters, placement agents, companies, funds, family offices and other private investment vehicles in the structuring, negotiation and development of PIPEs, registered direct transactions, primary and secondary public offerings, confidentially marketed public offerings (CMPOs), ADR/ADS offerings, special purpose acquisition companies (SPACs), 144A offerings, venture capital, private equity and convertible securities transactions. Modern capital raising demands a high level of specialized knowledge in the technical aspects of federal securities laws, including Reg D, Reg S, Reg A+, Rule 144A and the applicable SEC no-action letters. Michael is one of few attorneys in the country who offers such honed skills. Michael is well-versed in evaluating, structuring, negotiating and implementing investment structures from concept through fund raising and strategic management of later developments and exit events. Michael also counsels clients regarding all aspects of corporate representation, including joint ventures, strategic investments and corporate structuring, securities and indenture defaults and interpretation, securities defeasance and 1934 Act compliance, including Sections 13 and 16, Rule 144, Rule 144A, short selling, Reg M/Rule 105, Reg SHO and insider trading compliance/10b-5 compliance. Moreover, Michael has dealt with public and private acquisitions, dispositions and mergers, including reverse mergers, §363 transactions, leveraged buy-outs, auction transactions, bankruptcy and cross-border transactions. Whether the transaction involves hundreds of thousands, millions or billions of dollars, Michael consistently delivers on structuring, negotiating and closing even the most challenging, difficult or complicated transactions imaginable.