Andrew M. Walsh is a shareholder in Anderson Kill's Stamford and New York offices and a member of the firm's Corporate and Securities and Captive Insurance groups. Mr. Walsh advises family offices, entrepreneurs and emerging companies with respect to financing transactions, private placements, shareholder arrangements, mergers and acquisitions and corporate governance. His practice spans a variety of industries, including financial services, construction, alternative energy, gold-based payment-networks, e-commerce, biotech, and restaurants.
Mr. Walsh has also provided counsel to clients on regulatory and reporting issues relating to the Securities Act of 1933 and the Securities Exchange Act of 1934.
Previously, Mr. Walsh was a journalist for The Deal where he focused on IPOs and venture capital. He was a Founder of NextWorth Solutions, Inc. where he advised the company on entity formation, capitalization, employment matters, and commercial contracts. He was also a Babson Fellow while attending F.W. Olin Graduate School of Business at Babson College where he received his M.B.A. Proficient in Spanish, Mr. Walsh was previously an adjunct university English professor in Quito, Ecuador.
Connecticut Bar Association
Fordham Law Alumni Association
Mr. Walsh’s sample engagements include:
- Advise family office with respect to its on-shore and off-shore public and private investments including negotiation of investor rights, side letters and stockholders agreements.
- Advise multi-regional construction company and numerous affiliated stockholder-trusts in sale of company, advise corporate secretary.
- Represent majority owner of U.S.-based social networking company.
- Advise co-founder of emerging growth enterprise in negotiation of executive compensation including equity incentives.
- Advise U.S. retail bank in negotiation of Master Services Agreement with facilities manager.
- Entity formation of enterprises focused on blockchain, cryptocurrency, non-fungible tokens (NFTs).
- Convert Nevada LLC to Delaware corporation
- Advise Delaware entity seeking corporate housekeeping in advance of Series A Financing
- Advise individual investor in evaluating investment opportunity in cannabis dispensary and cultivation facility.
- Advise NYC-based family office in connection with its investment in and consulting arrangement with Nevada-based medical cannabis manufacturer and dispensary.
- Advise gold broker in sale to publicly traded Canadian provider of gold-based payments services.
- Advise family office in offshore restructuring of co-ownership, and purchase of, Brazil-based alternative energy producers.
- Advise consumer internet automobile services in sale of preferred stock to investors; conversion of operating businesses from limited liability companies to corporations; drafting shareholder agreements.
- Represented opportunistic venture capital firm in numerous Regulation D private placements (including formation of pooled investment funds).
- Representation of founder/CEO in $8mm sale of majority interest in oil drilling technology company.
- Representation of captive insurance holding company in securities offering for the formation of a group captive insurance company.
- Former member of Board of Directors of captive insurance company of major New York-based grocery store business.
- Represented shareholder in the negotiation of indemnification and non-solicitation provisions in connection with sale of shares in eating disorder clinics.
- Represented Finnish content distribution services company in purchase of U.S.-based competitor.
- Assisted in the representation of asset manager under inquiry by SEC for insider trading.
- Advise accounting practice in acquisition by nationally recognized accounting firm.
- Representation of co-founder of emerging-growth restaurant chain.
- Represented co-founder of biotech startup (employment agreement and stock purchase).
- Represented investment fund shareholder in 14A proxy contest.
- Represented NASDAQ-listed reporting company in matters including:
- $18 million offering of Senior Secured Convertible Debentures and Warrants to private equity investors, successive follow-on, bridge offerings of preferred stock.
- FINRA compliance (20% rule, alternative outcomes, defective share caps, notifications, board independence requirements, hearings, listing standards).
- ’33 and ’34 Act registration and reporting.
- Corporate governance, executive compensation, board meetings, committee issues.
- Proxy solicitations (Schedule 14A), annual meeting planning.