Richard Morris is a partner in the New York office of the Firm.
Richard Morris has more than 35 years of experience in a broad range of corporate, investment management, securities and regulatory matters. He leverages a broad skill set to counsel clients in all aspects of their commercial issues, including loans, securities offerings and other capital market activities; mergers and acquisitions; licensing and other intellectual property transactions; corporate governance; regulatory compliance; employment matters and equity incentive plans. Mr. Morris utilizes his prior experience as a tax attorney with an international law firm, his CPA audit and operations experience, and corporate counsel experience to be part of a client’s “C Suite” team that provides effective solutions to commercial and legal issues.
Mr. Morris has represented numerous private equity and hedge funds in all aspects of their formation, capital raises, transactions and regulatory compliance. His clients have included start-ups, venture funds, private equity and hedge funds, middle market corporations, multi-nationals, REITs, commercial banks, investment banks, future commission merchants, investment advisers and commodity trading advisers. Mr. Morris has extensive experience across a broad range of industries, including alternative energy, commercial banks, investment banks and other financial services, FinTech, futures commission merchants, food and beverage, health care, hedge funds, manufacturing and distribution, mining, nutraceutical and pharmaceutical, private funds including issuer directed and real estate funds, REITs, real estate operating companies, retail, major and minor league sports, automotive and technology. Mr. Morris’ regulatory experience includes Anti-Money Laundering and the Bank Secrecy Act, FDIC, state and federal banking regulatory authorities, the regulations under the Consumer Financial Protection Bureau, insurance, investment management, securities and commodities.
Wilson William LLC, New York, New York, partner, January 2020 - present.
Allegaert Berger & Vogel LLP, New York, New York, partner, November 2018 - January 2020.
Herrick, Feinstein LLP, New York, New York, March, 1997 – October 2018, elevated to partner 2001.
Schulte Roth & Zabel LLP, New York, New York, associate, 1993-1997.
Shearman & Sterling LLP, New York, New York, associate, 1990 – 1993.
Prior CPA experience, 1982-1990, including U.S. Audit Manager for an Australian conglomerate (Elders IXL), financial and operations for Kidder Peabody & Co. and compliance auditor for the Comex market
New York, Connecticut
Fordham University School of Law, New York, New York, J.D., 1990
NYU Stern School of Business, B.S., 1982
Capital Market Transactions
Advised a U.S. investment bank in connection with the listing of American Depository Receipts (ADRs) of a foreign private issuer.
Advised a foreign private issuer in connection with a private placement of its securities.
Advised the non-U.S. holders of securities in connection with their U.S Securities compliance issues.
Advised a private longevity care and wellness company in its reverse merger with a Nasdaq listed company
Advised a nutraceutical company in its reverse merger transaction and its SEC compliance and reports as well as its significant transactions, including an exclusive supply agreement with an international vitamin and nutritional retailer
Advised a real estate operating company in its merger with an OTCQB firm, including its SEC compliance matters and its capital raising transactions
Advised a global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, in a reverse merger into a public shell company forming a public company, including analysis of staff accounting comments
Advised a bank holding company of a New York City based commercial bank on its initial public offering
Advised the leading manufacturer of U.S. defense small arms in its $250 million high yield debt offering and $50 million secured revolving credit facility
Advised one of largest European banks in its global offering of Tier III notes that comply with the Basel Accord as capital
Advised one of the U.S. largest bus manufacturers in its spin-off from a NYSE listed company and initial public offering
Advised a publicly held biopharmaceutical company in its securities filings, reporting requirements and related corporate advice
Advised a NASDAQ listed company in a negotiated merger of a private company and related registration of the shares to be issued
Advised “bulge bracket” underwriters in numerous underwritten offerings and 144A transactions in a variety of industries, including automotive, consumer products, gaming, hospitality, insurance, global manufacturing, retail, and technology
Advised an issuer directed private equity fund in several transactions and a full range of compliance issues.
Advised a $750 million private equity fund that acquired distressed residential mortgages and then modified them with the goal of keeping homeowners in their home in all aspects of its formation, capital raises, investment adviser act issues, employment matters and operations, including bulk purchases of distress (defaulted) residential mortgages. Representation included negotiation of side letters with international sovereign funds, state pension funds and allocations by other ERISA and state investment entities
Advised a government pension fund of more than $1 trillion in investment allocations to emerging funds, including structure, side letters and related documentation related to compliance with ESG and other requirements
Advised a multi-million dollar New York City based real estate fund in a broad range of transactions and issues, including developing an effective ESG policy that was accepted by a Trillion+ dollar pension fund for its investment allocation, real estate related investment issues, all SEC and state regulatory matters including SEC Office of Compliance Inspections and Examinations audit and successful resolution of exam findings; ADV filing, revising compliance manuals, providing annual training, cybersecurity issues, including response to intrusion events, state regulatory issues including state lobbyist registration issues
Advised a multi-million-dollar New York City based real estate fund in developing in-house and outsourced administrative capacities, including the utilization of outsourced entities that are fund and not manager expenses
Advised multi-million-dollar Irvine, CA based commercial property focused real estate fund in a broad range of compliance issues, including SEC Office of Compliance Inspections and Examinations audit and successful resolution of alleged deficiencies, government filings, including Form ADV and related issues
Advised private fund with a focus on multi-family real estate in a broad range of compliance issues, including revising compliance manual, training and cybersecurity issues, as well as legal analysis and opinion regarding compliance with asset safekeeping obligations
Formed the real estate opportunity fund for a multi-billion dollar hedge fund, including counseling on a broad range of commercial issues and development of the documentation, including employment agreements, equity based compensation plans, private placement memorandums, and counseled the fund and drafted the documents for several multi-million dollar transactions, including joint ventures in India and France, and several New York and Florida condominium development projects
Advised a multi-billion-dollar Connecticut based hedge fund numerous transactions, including direct lending to several industries, including a plaintiff litigation funding companies
Advised a multi-billion-dollar New York based private equity fund in the acquisition of a Cayman Islands fund of funds business that included a large allocation to the Madoff funds
Advised a multi-billion-dollar New York based private equity fund of funds firm in several allocations to private funds
Advised a multi-billion-dollar New York based private equity fund in the acquisition and financing of a Hellenic solar panel manufacturer
Advised the venture firm sponsored by the principal owner of a prestigious New York City sports team in several transactions, including the acquisition of several technology and other portfolio companies
Advised one of largest European banks in its acquisitions of U.S. investment advisers to significantly increase its U.S. investment management business
Advised the structuring and launch of funds that invest in precious metal strips and other investments
Advised the placement agent in the offering of specific real estate projects, including private funds that develop hotel or multi-family projects
Advised several UK funds concerning U.S. securities offerings and issues
Mergers and Acquisitions
Advised the owners of New York City building supply company with generation sale including the leveraged financings to fund the retiring partner buy-out.
Advised the owners of Tekserve (New York City’s first Apple retailer), in the sale of its businesses, including a technology solutions company, to a New York based technology firm
Advised a prominent New York City sports team in the secondary sale of the minority equity interests in a regional sports network and the formation of a strategic alliance with the purchaser of such interests, an international broadcast company
Advised a prominent New York City sports team in the acquisition of a minor league (AAA) baseball team in Syracuse New York, including agreements regarding the renovation and lease of the stadium, minor league baseball consents and resolution of unique escheat issues
Advised a prominent Puerto Rico bank in the sale of its real estate loan portfolio to a multi-billion hedge fund
Advised the executives of a prominent Puerto Rico bank in their transition of the real estate loan division to the New York City office of an Arkansas bank
Advised a Canadian law firm as local counsel, on behalf of their client, in connection with the purchase of a private school, including analysis of regulatory issues and compensation arrangements under New York law
Advised the officers and directors of a NYSE listed Real Estate Investment Trust in a transaction that spun-off certain assets that were excluded in the multi-billion merger of two NYSE listed REITs
Advised a prominent New York City based national real estate brokerage firm in its sale of 50% of its equity to a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services
Advised a large private vitamin manufacturer in a multimillion dollar reverse triangular merger with a publicly traded manufacturer and distributor of vitamins and health products
Advised a private financial information services firm to one of the world's largest information companies
Advised a global blockchain developer in its financing and structuring under U.S. securities laws
Advised a Taiwanese based blockchain developer and crypto currency company with respect to U.S. securities laws
Advised prominent New York City sports team in the removal and construction of a multi-million-dollar scoreboard
Advised prominent New York City sports team in the agreement and warranty claims for its multi-million-dollar scoreboard to be installed in its newly constructed sports stadium
Advised the leading manufacturer of U.S. defense small arms in its leveraged recapitalization through equity and debt financing by a prominent New York private equity fund
Advised a bank holding company in the formation of a New York based commercial bank and represented the bank in numerous regulatory matters including New York State Banking Commission issues, and OCC
Advised a commercial bank in its application for a commercial license before the New York State Banking Department (now, NY Department of Financial Services)
Advised a title abstract agent in the formation of joint ventures that comply with New York and New Jersey anti-commission rules, including the formation of the first such joint venture in New Jersey
Advised a San Francisco based solar energy firm in financing transactions, including Section 1603 Program (Payments for Specified Energy Property in Lieu of Tax Credits)
Advised a New Jersey solar farm developer in its financing transactions, including advice regarding the New Jersey SREC program
Advised a commercial owner with significant load regarding the financing and installation of a solar farm, including structuring so that the solar farm can be financed without the mortgagee consent
Advised a national bank in the sale of its real estate property finance department Doral Property Finance Group, including a portfolio of real estate focused loans, to a multi-billion-dollar REIT
Advised one of oldest German private banks in U.S. broker dealer issues
Advised a venture financing fund in its investment in an early stage fruit juice company
Advised a company that sponsored IRC 1031 eligible Delaware Statutory Trusts that invested in triple net leased properties, providing investors with the tax benefit of a 1031 property exchange with the liquidity of a security
Advised a nutritional ingredient firm in its license of a food ingredient that boosts immune systems to a consortium of 18 medical schools
Advised a prominent real estate private equity firm in a precedent-setting and favorable settlement with the Securities and Exchange Commission related to the use of a finder in raising capital and the application of broker-dealer registration requirements
Advised a startup specialty lending company in loans that were collateralized by artwork, including producing form documentation and discussions concerning credit policy and procedures
Advised a fintech company in the creation of a market for the purchased and sale of electricity through an insurance backed settlement process
Advised a leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings including DIP financing and successfully restructuring the company
Advised the subsidiary of a NYSE Real Estate Investment Company in connection with the spin-off of its student housing business and multi- million-dollar initial public offering by its affiliate
Advised a NYSE listed Real Estate Investment Company in the formation of a subsidiary to engage in the flexible office suite business and in several acquisitions (roll-ups) and a merger that grew the business from six executive office centers to one of the largest flexible executive office suite companies in the world
Advised a NYSE listed Real Estate Investment Company in the alliance with a telecommunications company to provide building centric telecommunications systems to premier properties
Advised a nonprofit affordable housing and community revitalization finance company in the modification of its financing with a global commercial bank that are structed as a repurchase facility
Advised a prominent New York City based real estate lending division of a national bank in structuring and financing real estate portfolios through repurchase and other sophisticated structures
Advised a leading New York City garment company in the joint venture with a top designer
Advised other New York City garment companies with financing, licensing and joint ventures
Advised an event producer in the ship charter of one of the largest private event yachts in the Northeast, and in the contracts for its talent including hip hop artists
Community and Bar Service
Led numerous seminars for the Investment Management Due Diligence Association on a variety of topics focused for investors and managers of private funds and hedge funds
Led numerous continuing legal education programs on corporate, securities and investment management issues
Active in various charities including being a board member and officer of Creative Arts Workshops for Kids d/b/a Creative Art, a NYC charity that empowers people through art
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