Gilbert Bradshaw

Managing Partner

Email: gil@wbc-law.com

Phone: (917) 830-6517

Gilbert J. Bradshaw, a member in good standing of the New York State Bar, is a corporate and transactional attorney with experience on both the lender/underwriter side as well as on the company side. Mr. Bradshaw is also a member of the Business Law Section of the New York State Bar Association and the American Bar Association.

Mr. Bradshaw is also an adjunct professor of securities regulation at the USC Gould School of Law, California, teaching on Monday nights.

Mr. Bradshaw began his legal career in the New York office of one of the largest law firms in New York City where he assisted in the representation of a variety of bank clients such as Citigroup, HSBC, Royal Bank of Scotland, Credit Suisse, JPMorgan, and WestLB AG.  Later he managed the legal affairs of and was mentored extensively by outside counsel at an international mining company with public and private entities in Latin America, Africa, the United States, Canada, and the Caribbean.

Mr. Bradshaw and his experienced legal team provide ongoing corporate counsel to small and mid-sized issuers as well as private companies looking to raise capital or go public on the national stock exchange, such as NASDAQ and NYSE, as well as over-the-counter markets, such as the OTCBB, OTCQB, OTCQX, and the OTCPink Marketplace.  Mr. Bradshaw also represents companies who are subject to investigation by the Securities and Exchange Commission, ensuring that they are compliant with all pertinent federal securities regulations.

Mr. Bradshaw’s focus includes, but is not limited to, private placement offerings, crowdfunding, Regulation A offerings, PIPE transactions, registration statements, including Forms 10, S-1, S-8 and S-4, compliance with the reporting requirements of the Securities Exchange Act of 1934, including Forms 10-Q, 10-K and 8-K, 14C Information Statements and 14A Proxy Statements, going public transactions, mergers and acquisitions, including both reverse mergers and forward mergers as well as reverse stock splits and forward stock splits.

Mr. Bradshaw represents companies in reverse mergers and forward mergers, engaging in the preparation of transaction documents such as Merger Agreements, Share Exchange Agreements, Stock Purchase Agreements, Asset Purchase Agreements, and Reorganization Agreements.

Mr. Bradshaw also assists angel investors in performing due diligence reviews of target companies.

Illustrative Experience

  • Represented and assisted an iPhone application developer in raising capital through the private placement of securities;
  • Assisted a network marketing energy drink company in restructuring and conducting a private offering;
  • Assisted a video game developer in closing a major deal with Sony Playstation;
  • Drafted multiple private placement memoranda for real estate investors, putting together funds for distressed home sales, assisted living facilities, and skilled nursing home acquisitions;
  • Assisted in the representation of major U.S. Hispanic food conglomerates, renegotiating distributor contracts;
  • Represented a luxury medical tourism company, conducting a $5 million private offering in Dubai;
  • Represented a seller in the sale of a dry cleaning chain to another competing chain;
  • Represented an oil and gas company in the $10 million private placement raise in Texas’ Eagle Ford Shale Region;
  • Created spin-off transactions for multiple mining projects in South America and Africa for the purpose of being acquired via stock purchase, asset purchase, or joint ventures with international public and private companies;
  • Represented a buyer in a $25 million acquisition of a public company in an assets-for-stock swap;
  • Represented a seller in a $40 million hybrid sale to a Canadian public company whereby the seller retained an option to repurchase 49% of the new entity;
  • Represented a seller in a $27.5 million asset sale to a Canadian private company;
  • Represented domestic companies in creating transfer pricing programs;
  • Represented a seller in the $1.5 million sale of intellectual property by an automotive supplier to a large-scale rust-belt distributor and manufacturer of automotive parts;
  • Represented a selling shareholder in an $8.5 million stock sale in a closely-held company through a multi-step private transaction;
  • Represented a buyer in a large-scale automotive industry asset purchase;
  • Represented a seller in a $16 million stock sale of HMO;
  • Represented multiple defendant shareholders in Lyondell Shareholder Clawback State Law Action I, whereby the litigation trustee of the bankrupt Lyondell Chemical Corp. sought to claw back $5.6 billion of the $12.5 billion paid out during the 2007 Lyondell leveraged buyout transaction;
  • Created and maintained dozens of legal entities in strategic jurisdictions such as Delaware, Nevada, Barbados, Cayman Islands, Panama, Switzerland, and other jurisdictions for such purposes as taxation, intellectual property protection, and merger & acquisition planning, etc.;
  • Managed subscription documents, Form D filings, Know-Your-Client procedures, and compiled closing set for a Latin American sponsor group in connection with its sales to the United States and foreign investors of limited partner interests representing aggregate commitments in excess of $350 million;
  • Represented a board member of one of the world’s largest copper mining and smelting companies;
  • Played an ongoing role in the representation of the Official Committee of Unsecured Creditors of Tribune Company by responding to day-to-day filings, monitoring adversary proceedings, reviewing debtors’ professional fee applications (including ordinary course professionals), preparing committee fee applications, drafting tactical memoranda for submission to the committee, organizing committee meetings, reviewing prepetition finances, analyzing business units and affiliates to recommend whether to keep or discontinue units;
  • Assisted in the representation of Empresa de Energía de Bogotá S.A. E.S.P. and its subsidiary Transportadora de Gas del Interior S.A. E.S.P. in a $1.5 billion financing round for its acquisition of the assets of Empresa Colombiana de Gas (Ecogas), a state-owned natural gas pipeline company recently privatized by the government of Colombia, arranged by ABN AMRO Bank, N.V.;
  • Assisted in $1.5 billion offering memorandum by Empresa de Energía de Bogotá S.A. E.S.P. and its subsidiary Transportadora de Gas del Interior S.A. E.S.P.;
  • Represented creditors (mainly financial institutions) in the Lehman Brothers bankruptcy cases;
  • Represented investor of Bernard Madoff during the liquidation of Bernard Madoff Investment Securities, LLC;
  • Conducted research and wrote briefs submitted to the New York Southern District Court to enforce a $22 million arbitration award against Peruvian government entities;
  • Performed extensive research on leveraged buyout transactions and leveraged ESOP transactions to review D&O liability and fiduciary duties.

Education

UCLA School of Law, Master of Laws in Business Taxation

  • Mentored by Stephen Bainbridge and Kenneth Klee;
  • Studied business taxation.

Reuben Clark School of Law, Brigham Young University, Juris Doctor

  • Lead Articles Editor, BYU Journal of Public Law;
  • Submissions Editor, BYU Education and Law Journal;
  • Moot Court Board of Advocates.

Brigham Young University, Bachelor of Arts in History with Honor

Bar Admissions

New York

Personal Interests

Mr. Bradshaw is professionally fluent in Spanish and has lived in Venezuela, Guatemala, Colombia, and Mexico City for over three years.  Mr. Bradshaw has sung first tenor in the Grand Chorus of the Millennial Choirs and Orchestras since 2012.  Obviously, he enjoys long walks on the beach. He is also an active member of the OC Spearos, a spearfishing club in Orange County, California.

 

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