Malcolm I. Ross
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Malcolm Ross focuses his practice primarily on the representation of U.S. and non-U.S. companies, or their underwriters, in the private and public offering of securities, mergers and acquisitions, joint ventures and strategic alliances, and debt restructurings.
In addition, he has experience in the areas of private equity, the representation of special committees of boards of directors, and general corporate advice to public companies, including regarding corporate governance. He also has particular industry experience in the telecommunications and wine and spirits supply and distribution businesses.
After six years as a corporate associate at an Am Law 100 firm, he joined three of his colleagues to found a boutique corporate finance and mergers and acquisition firm. The firm grew from the original four attorneys to 30 attorneys. From 1992 through 2001, Mr. Ross was a partner at a Chicago-based Am Law 100 firm where he served as the Global Coordinator of the firm’s International Securities Practice, supervising a group of 75 securities attorneys.
Mr. Ross has been the corporate adviser to several companies in Chapter 11 or international insolvency proceedings, and has negotiated with creditors and other stakeholders regarding the reorganization of the companies both inside and outside of court supervision. He also has represented debtors in significant asset divestitures (in accordance with Section 363 of the Bankruptcy Code). He represented an Australian conglomerate in its restructuring with creditors on four continents of more than two billion dollars of bank debt and publicly held debentures after the acceleration of all of that debt. He was also the lead corporate attorney in the first in-court restructuring in Jamaica of a public company under the applicable Jamaican law.
Mr. Ross has been involved in more than 300 securities offerings during his career, representing issuers and underwriters in offerings of equity, debt, and convertible securities, including many high-yield debt securities offerings. Included in those offerings is representation of many of the world’s largest investment banking firms as underwriter or placement agent.
Noteworthy capital raisings in which Mr. Ross was involved include the first offering of subordinated debt and first registered public offering by an Australian company; the first letter of credit-backed securities issuance for a non-finance company issuer; the largest IPO, at the time, of a multinational gold company; the first two privatizations by global capital market transactions for Indonesian companies, resulting in simultaneous New York and Jakarta Stock Exchange listings; the first registered stock offering and Nasdaq quotation for a Taiwanese company; and the first offering pursuant to Rule 144A by a company organized under the laws of the People’s Republic of China.
Mergers and Acquisitions
Mr. Ross began his career as an associate in the Mergers & Acquisitions group of an Am Law 100 firm during the 1970s, and was involved in many of the early well-known mergers and acquisitions of that period, most of which were begun as hostile tender offers. His practice in this area evolved into negotiated acquisition transactions, leveraged buyouts, and significant divestiture transactions involving non-strategic assets. Mr. Ross also represents investment banks as financial adviser in merger and acquisition transactions, including advising on fairness opinions, and special committees of boards of directors in “going private” and other related party transactions.
Mr. Ross has been named “Dealmaker of the Month” by The American Lawyer for his work in the area of mergers and acquisitions.
Joint Ventures and Strategic Alliances
Mr. Ross has been the lead attorney for a number of significant domestic and cross border transactions in which joint ventures and strategic alliances were created. He has particular experience regarding the governance and exit strategies for these structures. Many of his transactions have involved the formation of entities in emerging markets wherein multinational strategic players expanded their geographic reach and where leading private or state owned companies from emerging markets made minority investments into large U.S. companies through the joint venture structure.
COMMUNITY SERVICE & AFFILIATIONS
Mr. Ross has been an Adjunct Professor of Law at The Benjamin N. Cardozo School of Law in New York City, where he teaches U.S. Regulation of International Securities Transactions, and a faculty participant in the activities of The Samuel and Ronnie Heyman Center on Corporate Governance. In addition, he has lectured to attorneys with respect to new developments in securities law, rules, and practice; has conducted the annual Euromoney Seminar in London on global securities transactions; and assisted the Securities Regulation Committee of the Bar Association of the City of New York in commenting on proposed rules of the Securities and Exchange Commission.
- 2006–2008, 2011, New York Super Lawyers
- 2007–2008, Finalist, Lawdragon 500
- 2006, “Lawdragon Leading Lawyer”
A description of the standard or methodology on which the accolades are based can be found here.