Financial Poise

Douglas Ellenoff

Douglas S. Ellenoff, a member of the Firm since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance as well as general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.
In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, over hundreds of private placements into public companies (see PIPEs and Venture Capital), representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 80 registered blind pool offerings (commonly referred to as “SPACs”; 30 of which have consummated their IPO’s raising nearly $2.0 billion). In addition to our IPO experience with SPACs, he has been involved with more than 23 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.

Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm’s professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges – AMEX and NASDAQ. “Mr. Ellenoff is routinely requested to be a panelist and presenter at investor conferences.

Like the other innovative securities programs mentioned above, the Firm has taken a leadership in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. In addition to regular meetings and interaction on behalf of the leading trade association which the Firm represents, (CFIRA, the Crowdfunding Intermediary Regulatory Advocates) with the SEC and FINRA in discussing the proposed rules which the SEC and FINRA must approve before crowdfunding becomes lawful in the US, the Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic (see below). The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).

Supplementing his practice of law, Mr. Ellenoff has always maintained an active investing profile. Mr. Ellenoff founded Wardenclyffe, an investment management business, in 1995, which is no longer in business. Wardenclyffe was the general partner of: (ii) a long/short high yield bond fund (the Wardenclyffe High Yield Fund, L.P.), (ii) a micro-cap hedge fund (Wardenclyffe Micro-Cap Fund, L.P.), which specialized in emerging growth companies and (iii) a fully invested venture capital fund (Wardenclyffe Venture Partners I, L.P.). While attending law school, Mr. Ellenoff worked for Seligman, Harris & Co., Inc., a New York Stock Exchange broker-dealer as an intern analyst of special situations. Mr. Ellenoff’s ancillary business and investing activities provide him with practical experience that enables him to more effectively represent and advise his law clients. Mr. Ellenoff is admitted to practice law in the State of New York and before the United States District Court for the Southern District of New York. Mr. Ellenoff received a Juris Doctor degree from Fordham Law School and a Bachelor of Arts degree in Political Science from Vassar College.

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