Rakesh Gopalan Partner

Experience

Technology (including Fintech) & Outsourcing Transactions

• Representation of a private university in connection with deployment of an enterprise-wide human resource management (ERP) cloud solution.
• Representation of a national publicly traded retailer in connection with the negotiation of a multi-million dollar renewal and expansion of its point of sale system on the Oracle technology platform, utilizing both on-premise and cloud-based services.
• Representation of a leading manufacturer of wearable devices for the pharmaceutical research industry in connection with its core technology partnerships.
• Representation of a global investment management firm in connection with the negotiation of a multi-million dollar license and services agreement for Blackrock’s Aladdin technology platform, a comprehensive asset management platform.
• Representation of a publicly traded private security and protection company in connection with a global fintech and payments initiative.
• Representation of a global investment management firm in connection with the comprehensive fintech, business process and information technology services outsourcing to two captive offshore services companies.
• Representation of a global leader in total cash management, secure logistics and payment solutions in its acquisition of a privately held provider of ATM services in the U.S. and in connection with potential transactions in, and offerings of, cryptocurrency.
• Representation of a large publicly-traded utility and energy services company in connection with a transformational business process outsourcing of its accounts payable, accounts receivable, corporate accounting, human resources, supply chain services and general finance services to an India-based global leader in IT services, consulting and business solutions.
• Representation of a manufacturer of medical-grade biometric monitoring technologies in connection with negotiation of arrangements with provider of global data connectivity hardware and software-as-a-service.
• Representation of a publicly-traded leader in education loan management and business processing solutions in connection with its partnership with a Card-as-a-Service (CaaS) platform offering robust cloud-based end-to-end credit card technology services to financial institutions.
• Representation of a Fortune 500 publicly traded global electrical, communications, and utility distribution and supply chain solutions company in connection with a transformative business process outsourcing of its accounts payable, accounts receivable, corporate accounting, HR, marketing and supply chain services.
• Represented large food and beverage distributor in connection with a $100m+ technology outsourcing and warehouse automation transaction involving the purchase of a large-scale engineered materials handling logistics system and associated licenses and services.
• Representation as outside general counsel for a cutting edge fintech solutions provider, including corporate structuring advice and negotiating software-as-a-service agreements with several leading financial institutions.
• Representation of a publicly traded innovative food and product packaging solutions company in connection with a comprehensive renegotiation of its business process outsourcing services, including financial and accounting services.
• Representation of one of the nation’s largest financial institutions in connection with the outsourcing of all of its facilities and real estate management, including its corporate headquarters, and for operationally critical infrastructure and project management services, for approximately $300 million.
• Representation of one of the nation’s largest financial institutions in connection with the negotiation and implementation of a $50m+ multi-year brokerage and clearing technology platform.
• Representation of one of the nation’s largest financial institutions in connection with the negotiation and implementation of a $50m+ multi-year trust accounting services technology platform.
• Representation of a large publicly traded utility and energy services company in connection with a business process outsourcing related to facilities and property management services.
• Representation of a leading technology distributor company in a $60m+ information technology outsourcing transaction with International Business Machines Corporation (IBM), leading negotiations with multiple vendors for an eventual master agreement a single down-selected vendor.
• Representation of life insurance company in a business process outsourcing transaction related to new product development and administration services, leading negotiations with multiple vendors for an eventual master agreement a single down-selected vendor.
• Representation of a global media services and publishing company in connection with a $55 million transformative business process and information technology outsourcing transaction.
• Representation of a publicly-traded multinational financial services company in its $1 billion+ technology licensing and services agreement for an enterprise-wide financial information and trading platform.
• Representation of a publicly-traded holding company for insurance, reinsurance and investment operations in connection with its human resources and payroll services outsourcing transaction with a global provider of end-to-end human resources outsourcing (HRO) services.
• Representation of a leading multinational manufacturer of concrete and clay building products in connection with an information technology outsourcing transaction.
• Representation of an international telecommunications provider in drafting and negotiating an agreement for a $500 million IT outsourcing.
• Representation of an international publishing company in negotiating and finalizing a process outsourcing transaction.
• Representation of one of the world’s largest beverage manufacturers in connection with a multi-million dollar information technology and business process outsourcing transaction.
• Representation of cable, high-speed online and digital phone services company in the negotiation and drafting of complex commercial contracts, including for commercial services, subscriber services and sponsorship arrangements.
• Representation of the producer of several well-known consumer beverage brands in a $30m+ application services (maintenance and development) outsourcing transaction.
• Representation of a food and beverage company in connection with a $100m+ information technology (end user and data center) outsourcing transaction.
• Representation of one of the world’s largest beverage manufacturers in connection with a multi-million dollar network integration and business process outsourcing transaction.
• Representation of healthcare systems in connection with licensing and outsourcing of critical IT functions, including EHR/EMR platforms and revenue-cycle management.
• Representation of a large engineered products manufacturer in connection with a multi-million dollar information technology outsourcing transaction.
• Representation of a group of medical device companies in connection with licensing, corporate structuring and commercial contracting.
• Representation of a provider of specialized business news and information in connection with a $40 million transformative business process and information technology outsourcing transaction.
• Representation of a manufacturing company in connection with a multi-vendor negotiation for the redeployment of a new enterprise resource planning (ERP) platform from Exact.
• Representation of a manufacturing company in connection with a multi-vendor negotiation for the implementation and deployment of an enterprise resource planning (ERP) platform.
• Representation of an industrial automation equipment provider in connection with an enterprise resource planning (ERP) platform.
• Representation of an enterprise resource planning (ERP) platform provider in connection with customer-facing negotiations [internal: freedom electronics.
• Representation of a sporting goods retailer in connection with the implementation and deployment of an enterprise resource planning (ERP) platform.

Corporate and Securities Transactions and Representations

Initial Public Offerings

• Representation of B. Riley Securities, Inc., as representative of several underwriters, in a $35 million initial public offering of common stock by Journey Medical Corporation (Nasdaq: DERM), a commercial-stage pharmaceutical company that focuses on the development and commercialization of pharmaceutical products for the treatment of dermatological conditions.
• Representation of B. Riley Securities, Inc., as representative of several underwriters, in a $45.2 million initial public offering of common stock by Cognition Therapeutics, Inc. (Nasdaq: CGTX), a clinical-stage biopharmaceutical company engaged in the discovery and development of innovative, small-molecule therapeutics targeting age-related degenerative diseases and disorders of the central nervous system and retina.
• Representation of ThinkEquity, a division of Fordham Financial Management Inc., as underwriter in a $28.75 million initial public offering of common stock by TransCode Therapeutics Inc. (Nasdaq: RNAZ), an emerging RNA oncology company.
• Representation of Stifel, Nicolaus & Company, as representative of several underwriters, in a $63 million initial public offering of common stock by Karat Packaging Inc. (Nasdaq: KRT), a rapidly-growing specialty distributor and select manufacturer of environmentally-friendly disposable foodservice products and related items.
• Representation of ThinkEquity, as representative of the several underwriters, in the initial public offering by LMP Automotive Holdings Inc. (Nasdsq: LMPX), an e-commerce and facilities-based platform where users can buy, sell and rent new and used automobiles.
• Representation of Biofrontera AG (Nasdaq: BFRA), an international biopharmaceutical company, as issuer’s counsel in its U.S. initial public offering of American Depositary Shares and subsequent trading on Nasdaq.
• Representation of the underwriters and joint book-running managers Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC and Joseph Gunnar & Co., LLC in the U.S. initial public offering of American Depositary Shares and warrants of Oasmia Pharmaceutical AB (NASDAQ: OASM).

Follow-On and Other Securities Transactions

• Representation of ThinkEquity, as underwriter, in connection with an approximate $8.5 million follow-on public offering of common stock and pre-funded warrants by TransCode Therapeutics, Inc. (Nasdaq: RNAZ), an emerging RNA oncology company created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics.
• Representation of Fortress Biotech, Inc. (Nasdaq: FBIO), innovative biopharmaceutical company focused on efficiently acquiring, developing and commercializing or monetizing promising therapeutic products and product candidates, in connection with an at-the-market program for the offering of common stock led by Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc.
• Representation of Mustang Bio, Inc. (Nasdaq: MBIO), a clinical-stage biopharmaceutical company focused on translating today’s medical breakthroughs in cell and gene therapies into potential cures for hematologic cancers, solid tumors and rare genetic diseases, in connection with an at-the-market program for the offering of common stock led by B. Riley Securities, Inc. and Cantor Fitzgerald & Co.
• Representation of a privately held clinical-stage biopharmaceutical company in the private placement of convertible preferred stock.
• Representation of Journey Medical Corporation (Nasdaq: DERM), commercial-stage biopharmaceutical company that focuses on the development and commercialization of pharmaceutical products for the treatment of dermatological conditions, in connection with the establishment of an at-the-market program for the offering of common stock.
• Representation of Fortress Biotech, Inc. (Nasdaq: FBIO), innovative biopharmaceutical company focused on efficiently acquiring, developing and commercializing or monetizing promising therapeutic products and product candidates, in a registered direct offering and concurrent private placement of contingent rights to acquire subsidiary securities.
• Representation of Avenue Therapeutics, Inc. (Nasdaq: ATXI), a specialty pharmaceutical company focused on the development and commercialization of therapies for the treatment of central nervous system diseases, in a registered direct offering and concurrent private placement.
• Representation of Avenue Therapeutics, Inc. (Nasdaq: ATXI), a specialty pharmaceutical company focused on the development and commercialization of therapies for the treatment of central nervous system diseases, in a $12 million follow-on public offering of units consisting of common stock (or pre-funded warrants) and warrants.
• Representation of ExlService Holdings, Inc. (NASDAQ: EXLS), a leading operations management and analytics company, in connection with a private exchange and prepayment of senior convertible notes held by Orogen Echo LLC, an affiliate of The Orogen Group, valued at $200m+ in cash and common stock.
• Representation of JMP Securities LLC and Ladenburg Thalmann & Co. Inc., as representatives of the underwriting syndicate, in connection with an underwritten firm commitment initial public offering of shares of Class A common stock of RCS Capital Corporation, a NYSE-listed company that provides wholesale broker-dealer, investment banking and capital markets, transaction management and transfer agency services.
• Representation of National Securities Corp., acting as exclusive placement agent, in connection with a private offering and sale of convertible preferred stock by Journey Medical Corporation.
• Representation of B. Riley Securities Inc. as underwriter in a $13.5 million follow-on public offering of common shares by Manhattan Bridge Capital Inc. (Nasdaq: LOAN), a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage loans.
• Representation of ThinkEquity in connection with a $20 million private placement (PIPE) of Series A convertible preferred stock by LMP Automotive Holdings Inc. (Nasdaq: LMPX), an e-commerce and facilities-based platform where users can buy, sell and rent new and used automobiles.
• Representation of National Securities Corp., acting as exclusive placement agent, in connection with a private offering and sale of convertible promissory notes and warrants by Ordergroove, Inc., the operator of an e-commerce platform for retailers.
• Representation of National Securities Corp., acting as exclusive placement agent, in connection with a private offering and sale of preferred stock by Cyprium Therapeutics, Inc., a clinical-stage biopharmaceutical company.
• Representation of National Securities Corp., acting as sole book-running manager, in connection with a public offering and sale of common stock by Super League Gaming (Nasdaq: SLGG), a company that brings live and digital e-sports entertainment experiences directly to competitive gamers.
• Representation of Riley FBR, Inc. (formerly FBR Capital Markets & Co.) as placement agent in connection with the extension of its existing relationship with Soligenix, Inc. (Nasdaq: SNGX), a late-stage biopharmaceutical company.
• Representation of Alliance Global Partners (AGP), a regional investment and advisory firm providing investment advisory and brokerage services to individuals and institutions, in connection with the launch of an at-the-market program in which AGP serves as placement agent to ProPhase Labs, Inc. (Nasdaq: PRPH), a manufacturing and marketing company with experience with OTC consumer healthcare products and dietary supplements.
• Representation of placement agent in connection with the a private offering of common stock by a clinical stage company focused on the research, development and commercialization of transformative therapies for cancer and other inflammatory conditions.
• Representation of ThinkEquity, as sole book-running manager, in the $19.2 million follow-on equity offering by LMP Automotive Holdings Inc. (Nasdsq: LMPX), an e-commerce and facilities-based platform where users can buy, sell and rent new and used automobiles.
• Representation of Speedway Motorsports, Inc. (NYSE:TRK), a leading marketer and promotor of motorsports entertainment, in its public company “going private” 2-step tender offer and merger transaction with Sonic Financial Corporation and O. Bruton Smith and his family, in a transaction valued at over $265 million.
• Representation of JMP Securities, initial purchaser and placement agent, in connection with a concurrent $30 million Rule 144A convertible debt and $9.5 million private placement (PIPE) of Class B Common Stock of RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of National Securities Corp., lead book-running manager, and Craig-Hallum Capital Group, joint book-running manager, in a $7.5 million underwritten public offering of Class B Common Stock of RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of National Securities Corp. and Craig-Hallum Capital Group as placement agents in connection with a $21.6 million private placement (PIPE) of Class B common stock by RumbleOn, Inc. (Nasdaq: RMBL).
• Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), a leading operations management and analytics company, in a strategic private placement (PIPE) transaction in which EXL issued $150 million aggregate principal amount of 3.50% convertible senior notes to The Orogen Group, a private company created by former Citigroup CEO Vikram Pandit and Atairos.
• Current and prior representation of publicly-traded companies in connection with securities issuances, reporting requirements and board-level corporate advice, including: ExlService Holdings, Inc. (Nasdaq: EXLS), Biofrontera AG (Nasdaq: BFRA), Speedway Motorsports, Inc. (NYSE: TRK), Harris Teeter Supermarkets, Inc. (NYSE: HTSI), Unifi, Inc. (NYSE: UFI), Bank of America Corporation (NYSE: BAC), PNM Resources, Inc. (NYSE: PNM) and Airborne Wireless Network (OTC: ABWN).
• Representation of National Securities Corporation as underwriter in connection with an underwritten public offering of Class B Common Stock by RumbleOn Inc. (Nasdaq: RMBL).
• Representation as underwriters’ counsel of National Securities Corporation, as representative of the underwriting syndicate, in connection with a follow-on public offering of common stock by Checkpoint Therapeutics, Inc. (Nasdaq: CKPT), a clinical-stage immune-oncology biopharmaceutical company.
• Representation of ExlService Holdings Inc. (Nasdaq: EXLS), a leading operations management and analytics company, in its investment in Corridor Platforms, a proprietary risk management platform.
• Representation of ExlService Holdings, Inc. (Nasdaq: EXLS), an operations management and analytics company, in its purchase of substantially all of the assets of Health Integrated, Inc., a Tampa-based healthcare analytics firm.
• Representation of National Securities Corporation as underwriters’ counsel in connection with a follow-on public offering of common stock by Senseonics Holdings, Inc. (NYSE: SENS), a medical technology company focused on commercializing glucose monitoring products.
• Representation of Northland Securities, Inc. as the sole bookrunner in connection with a follow-on public offering and Nasdaq uplist by AMERI Holdings, Inc., a provider of SAP cloud and digital enterprise services.
• Representation of a Fortune 50 financial services issuer in connection with multiple shelf registrations and sales of debt and equity securities.
• Representation of Fortune 500 food retail company in general corporate and ongoing securities matters, followed by $2.4 billion sale to a Fortune 50 company.
• Representation of the underwriting syndicate in connection with a $500 million At-the-Market common stock offering of shares of common stock of American Realty Capital Properties, Inc.
• Representation of J.P. Morgan Securities LLC and Citigroup Global Markets, Inc., as representatives of a syndicate of underwriters, in connection with the registered public offering of $310 million of convertible senior notes of American Realty Capital Properties, Inc.
• Representation of Barclays Capital Inc. and Citigroup Global Markets, Inc., as representatives of a syndicate of underwriters, in connection with the registered public offering of $690 million of two series of convertible senior notes of American Realty Capital Properties, Inc.
• Representation of Diamond Orthopedic, a medical device company offering revolutionary technology for orthopedic applications worldwide, in its $3.5 million seed round funding led by MagnaSci Fund L.P.
• Representation of public companies in connection with determining compliance obligations for SEC’s conflict minerals rule.

1934 Act and Corporate Governance

• Representation of a Nasdaq-listed leading data analytics and digital operations and solutions company in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of a Nasdaq-listed biopharmaceutical company that acquires, develops and commercializes innovative pharmaceutical and biotechnology products in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of a Nasdaq-listed commercial-stage pharmaceutical focusing on the development and commercialization of products for the treatment of dermatological conditions in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of a Nasdaq-listed clinical-stage biopharmaceutical company focused on cell and gene therapies for hematologic cancers, solid tumors and rare genetic diseases in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of a Nasdaq-listed company focused on the development of intravenous tramadol for the U.S. market in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of a Nasdaq-listed buy-side and sell-side advertising technology company in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of an NYSE-listed global yarn manufacturer in connection with its ongoing SEC reporting requirements and corporate governance matters.
• Representation of an NYSE-listed global thread manufacturer and grocery chain retailer in connection with its ongoing SEC reporting requirements and corporate governance matters.