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Harvey Kesner is an experienced Senior Attorney for Public and Private Companies and Investors.
Harvey Kesner has concentrated his practice on corporate finance and the structuring of complex domestic and international transactions. He has represented issuers, investors, underwriters, agents, lenders and financial institutions in public and private offerings of securities. He is an expert on capital markets and securities laws. He provides assistance to participants in all types of transactions including initial public offerings (IPOs), reverse takeovers (RTOs), Reg A, SAFE and token (ICO) offerings, restructurings, private equity, lending, venture capital, private placements and exchange listings. He also represents buyers and sellers in merger and acquisition transactions, leveraged buyouts, restructurings and workouts. He assists issuers and investment banks on a broad range of compliance, best practices, corporate governance and privacy matters.
He also has represented issuers in hostile bids for corporate control, adoption of anti-takeover measures and responding to the growing prominence of shareholder activists by advising on defensive strategies, standstill agreements, and negotiation of favorable outcomes.
Mr. Kesner regularly represents companies in emerging industries and has participated in assisting companies in industries as diverse as blockchain (BTCS), bitcoin (RIOT blockchain; Marathon Digital), cannabis (Scythian/Exactus), drone UAV (Red Cat), broadband (Towerstream), life science (PolarityTE; Musclepharm; Vertical/Trigen), social media (Interclick), mining and minerals (Pershing Gold; US Gold), app development (Celebriffy) and patent assertion (Spherix; Marathon Patent).
Mr. Kesner has participated in transactions throughout the world including China, India, Israel, France, Canada, Brazil and Australia.
Corporate & Securities Lawyer
Jan 2010 – Present
Ft. Lauderdale, Florida
Oct 2011 – Present
SEC registered stock transfer company serving as regulated stock registrar for public and private companies offering securities in private placements, public offerings and crowd fund portals. Developing technology solutions for capital markets and private placement finance.
Jun 2009 – Sep 2018
Greater New York City Area
Oct 2006 – Jan 2009
Represented acquirors and issuers, as well as lenders and financial participants in mergers and acquisitions, private equity, venture capital transactions, PIPEs, leveraged buyouts, restructurings, and workouts, including institutions and high net-worth individuals, and in business disputes. Practice included SEC and FINRA registrations and ongoing reporting, compliance, inquiries and investigations.
Partner
Sep 2000 – Sep 2004
EVP and General Counsel of NYSE listed multi-national ($370 million) security printing, holographic technology and e-commerce business. Reported to Board of Directors and CEO. Oversaw corporate finance, investment banking (First Boston – Bear Stearns) and corporate matters. Innovative cost-effective in approach to legal issues and representation. Responsible for cross[border M&A (Brazil, France, Israel), joint venture, investor relations and general business matters. Supervise and work closely with outside counsel, financial, marketing and business development teams.
Attorney
Jun 1987 – May 1991
Corporate practice concentrating on finance, securities and commercial law. Extensive general business and transactional counseling including acquisitions, public and private offerings of debt and equity, limited partnership and joint ventures, stockholder matters, loans, mergers and acquisitions, technology licensing and employee matters. Extensive 1933 and 1934 Act, NASD and stock exchange requirements.
Attorney
Jan 1986 – Jun 1987
SEC/general corporate counseling, venture capital, real estate syndication and technology licensing.
Senior Attorney/Examiner
Jan 1986 – Jun 1987
Division of Corporation Finance. Review of registrations, filings and reports under the federal securities laws. Public offerings, mergers, proxy solicitations and contests primarily in high technology, manufacturing and insurance industries. Prepared agency responses to no-action letters and interpretive requests on securities law regulatory issues. Participated in enforcement referrals and investigations for violations of regulatory, compliance and reporting obligations.
JD, Law – 1982
Activities and Societies:
International Law and Business Society, President
National Legal Writing Award (1981)
MBA – 1984
Activities and Societies:
Graduate Scholar Award
Senior Editor, Graduate School Business Journal
BS, Management – 1979
Harvey Kesner is a recognized expert in corporate finance, mergers and acquisitions, and securities laws. Harvey Kesner’s expertise also extends to compliance, corporate governance, and resolving business disputes and SEC inquiries.