Gilbert J. Bradshaw

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 and 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 an adjunct professor of securities regulation at Whittier Law School in Costa Mesa, California teaching on Monday nights.

Mr. Bradshaw began his legal career in the New York office of Chadbourne & Parke, LLP 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 and was mentored extensively by outside counsel at an international mining company with public and private entities in Latin America, Africa, the U.S., Canada, and the Caribbean.

Mr. Bradshaw and his experienced legal team provides ongoing corporate counsel to small and mid-size OTC issuers as well as private companies looking to raise capital or go public on the over-the-counter markets, such as the OTCBB, OTCQB, OTCQX, and OTCPink Marketplace.

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 and reverse stock splits and forward stock splits.

Mr. Bradshaw represents companies in reverse mergers and forward mergers, including 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 perform due diligence reviews of target companies.

Illustrative Experience

• Represented iPhone application developer raise capital through private placement of securities;
• Assisted network marketing energy drink in restructuring and conduct a private offering;
• Assisted video game developer close major deal with Sony Playstation;
• Draft multiple private placement memoranda for real estate investor 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 conglomerate renegotiate distributor contracts;
• Represented luxury medical tourism company conduct $5 million private offering in Dubai;
• Represented seller in sale of dry cleaning chain to competing chain;
• Represented oil and gas company in $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 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 create transfer pricing programs;
• Represented seller in $1.5 million sale of intellectual property by automotive supplier to large-scale rust-belt distributor and manufacturer of automotive parts;
• Represented selling shareholder in $8.5 million stock sale in a closely-held company through a multi-step private transaction;
• Represented buyer in large-scale automotive industry asset purchase;
• Represented seller in $16 million stock sale of HMO;
• Representing multiple defendant shareholders in Lyondell Shareholder Clawback State Law Action I, whereby the litigation trustee of the bankrupt Lyondell Chemical Corp. seeks to claw back $5.6B 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 taxation purposes, intellectual property protection, and merger & acquisition planning, etc.;
• Created and maintained dozens of legal entities in strategic jurisdictions such as Delaware, Nevada, Barbados, Cayman Islands, Panama, Switzerland, and other jurisdictions for taxation purposes, intellectual property protection, and merger & acquisition planning, etc.;
• Managed subscription documents, Form D filings, Know Your Client procedures, and compiled closing set for Latin American sponsor group in connection with its sales to U.S. and foreign investors of limited partner interests representing aggregate commitments in excess of $350 million;
• Represented board member of one of the world’s largest copper mining and smeltering companies;
• Played ongoing role in 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 to committee; organizing committee meetings; reviewing prepetition finances; analyzing business units and affiliates to recommend whether or 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 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;
• Researched and wrote briefs submitted to the New York Southern District Court to enforce $22m 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.

Other

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