Pro bono: Building stronger communities

May 22, 2013 Recognizing the firm’s contributions to pro bono and community service, Bingham honored a partner and two staff members at its eighth annual Pro Bono and Community Service Celebration. more >

Guide provides insight for Chinese investors

Feb. 25, 2013 To provide insight on operating in the world’s largest economy, Bingham lawyers have written the comprehensive guide How to Invest and Operate in the U.S. more >

Mandated SEC reporting of Iran-related activities

Jan. 8, 2013 The Iran Threat Reduction and Syria Human Rights Act of 2012 will require issuers who file reports with the SEC to disclose all Iran-related activities. more >

Carl A. Valenstein

Partner

Carl’s practice focuses on domestic and international corporate and securities matters, mergers and acquisitions, project development, and asset finance covering a wide range of industries and geographical regions. He has particular experience in the life science, telecom/electronics and cruise line industries and has worked extensively in Latin America and the Caribbean, Europe, Africa, and the Middle East.

In addition, he advises clients on international risk management, including compliance with the foreign investment review process (Exon-Florio/CFIUS), export control and sanctions, anti-money laundering, anti-boycott, and anti-corruption (FCPA) laws and regulations. He has been involved in a number of internal investigations, enforcement cases and dispute resolution proceedings relating to his transactional and regulatory practice. Carl is fluent in Spanish, Portuguese, and conversant in French and Italian.

Carl is an Adjunct Professor from Practice at the University of Michigan Law School International Transactions Clinic.

Experience
Events
Memberships

Experience

Life Sciences

Represented NYSE listed biopharmaceutical company in acquisition of NASDAQ listed biopharmaceutical company for $135 million in cash, securities and contingent value rights
Represented NYSE listed biopharmaceutical company in potential acquisition of private flu vaccine development stage company and settlement of dispute over broken transaction
Represented NYSE listed biopharmaceutical company in acquisition from competitor of product development rights
Represented NYSE listed biopharmaceutical company in joint ventures with academic institution and Chinese biopharmaceutical company
Represented NASDAQ listed biopharmaceutical company in periodic reporting and in a series of PIPE transactions
Represented NASDAQ listed biopharmaceutical in negotiation of license and development agreement with another NASDAQ listed biopharmaceutical company
Represented clinical trial manager in a series of investor-funded purchases of product development rights
Represented privately held biopharmaceutical company in monetization of royalty stream
Represented NYSE biopharmaceutical company in $450 million purchase of biodefense vaccine by U.S. government
Represented NYSE biopharmaceutical company in joint venture with Malaysian government-owned entity to supply biodefense vaccine

Telecom/Electronics

Represented Luxembourg telecom company in $510 million acquisition of Central American cable companies
Represented Luxembourg telecom company in acquisition of Honduran wireless telecom company plus expansion of licensing rights
Represented Finnish client in acquisition from Dutch manufacturer of Mexican maquiladora and negotiation of supply agreement

Maritime

Represented Bahamian-flag luxury cruise line in €195 million financing of the delivery of a new cruise vessel together with shareholder loans and support agreements
Represented Bahamian-flag luxury cruise line in restructuring of credit facilities and access to revolving credit line
Represented Bahamian-flag luxury cruise line in $86 million new credit facility to refinance acquisition financing for exploration vessel as well as to provide general working capital for refurbishment of the existing fleet and other corporate purposes
Represented Bahamian-flag luxury cruise line in $490 million fleet and new vessel construction financing and $32 million purchase of exploration vessel

International Regulatory

Represented clients in voluntary self-disclosure actions, civil administrative litigation and settlement of enforcement cases brought by U.S. Departments of Commerce, State and Treasury relating to alleged violations of export control and sanctions regulations
Counseled public and private companies concerning their obligations related to possible FCPA violations
Conducted internal investigations for public and private companies concerning alleged FCPA violations and helped design post-investigation compliance programs
Advised numerous U.S. and foreign public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues

Events

Speaker, Building Lawyers by Building Houses: A case Study of the Habitat-MicroBuild Transaction, International Conference on Clinical Legal Education, Durham, United Kingdom (July 12, 2012)
Panelist, Is Anti-Bribery Legislation Keeping You Up at Night?, Association of Corporate Counsel New England Chapter/Bingham McCutchen Panel and Webinar (May 2012)
Panelist, Demystifying International Anti-Bribery Compliance and Enforcement, Association of Corporate Counsel New England Chapter/Bingham McCutchen Webinar (September 2011)
Speaker, The U.K. Bribery Act — Implications for Cross-Border Business, Bingham Client Webinar (April 2011)
Panelist, Compliance in a Global Setting, Association of Corporate Counsel All Day Program — Small World, Big Issues: Your Increasingly International 21st Century Practice, Boston (November 2010)

Memberships

Maritime Law Association
International Bar Association
International and Business Law Sections, American Bar Association

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