Todd B. Zarin is a Shareholder in the Corporate Department. He has over 20 years of diverse experience advising public and private clients throughout the corporate life cycle, from startups through IPOs and other exit transactions. His clients have been engaged in a wide range of industries, including finance, financial services, tech, petroleum services, retail, healthcare, energy-related businesses, venture investment, activist investment, media and entertainment.
Todd has extensive experience in corporate finance, venture capital, mergers and acquisitions and securities law as well as executive compensation and corporate governance. Todd’s securities law experience includes advising clients on disclosure and SEC/exchange compliance matters and securities offerings including initial public offerings and proxy fights, financings, and executive compensation. He also represents clients in general corporate matters including the development of policies, labor and employment matters, preparation of corporate business forms, regulatory agency interaction and management, regulatory advisory, internal investigations, advertising and corporate secretary work.
Todd previously served as General Counsel and Chief Compliance Officer for a leading venture-backed small business fintech lender with more than 200 employees and financings exceeding $1.7 billion, where, among other responsibilities, he managed legal aspects of the company’s IPO effort.
Prior to law school, Todd was a management consultant and an investment banker.
Securities Law/SEC Reporting
- Prepared and advised on 1933 Act and 1934 Act filings including registration statements, proxy statements, periodic and current reports.
- Counseled clients on federal securities law issues including Rule 144, Section 16 reporting and Schedule 13D.
- Advised on emerging areas of federal securities law such as executive compensation disclosure, Sarbanes-Oxley and Dodd-Frank compliance and stock exchange compliance, including director independence.
- Represented issuers in private and public issuance of equity and debt securities.
Proxy Contests and Other Securities Matters
- Advised issuers and activist shareholders in proxy contests, contested meetings and other regulated and exempt initiatives.
- Prepared proxy statements, securities filings, “fight letters” and other soliciting material in connection with proxy contests, shareholder initiatives and tender offers.
- Participated in, and managed securities law aspects of long-term public company monitorship under US DOJ deferred prosecution agreement.
- Managed all legal aspects of IPO as general counsel of venture-financed company.
Mergers and Acquisitions
- Advised clients in public and private mergers and stock and assets acquisitions in and out of bankruptcy, restructurings and hostile and friendly tender offers ranging in size from small businesses to $1B+.
- Handled venture capital financings (NVCA and non-NVCA) from angel and seed rounds to Series C and exit transactions.
Corporate Secretary and General Corporate
- Counsel on adoption, registration and operation of benefit plans and insider trading policies.
- Preparation and negotiation of employment agreements and shareholders’ agreements.
- Complex contract negotiation and drafting.
- Board resolutions, preparation of board communications and Board packages as well as management of various equity interests.
Regulatory and Compliance
- Advised on complex legal and regulatory issues activities in the US and UK, including the Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Bank Secrecy Act anti-money laundering regulations, the Fair Labor Standards Act, Gramm-Leach-Bliley Act, FTC Act, CAN-SPAM, Canadian Anti-Spam Law and regulation relevant to usury, and privacy regulation including GDPR and California Consumer Protection Act.
Employment and Privacy Matters
- Conducted and supervised internal investigations and developed educational programs relating to sexual harassment claims.
- Advised decision-makers on individual and group terminations and office closures and prepared and negotiated executive separation and severance arrangements.
- Designed elements of office security and participated in drafting and development of IT security and policies to protect customer privacy.
- Prepared employee policies including sexual harassment and standalone policies, guidelines and documentation for recruiting, hiring and background checks.
- Participated and advised in development and implementation of information security policies, cyber incident response, and privacy policies.
Financing, Corporate and Governance Matters
- Preparation and negotiation of financings, including bank credit and asset-based facilities.
- Advised in connection with preparation, adoption and approval and administration of incentive plans.
- Development of corporate communications.
Professional & Community Involvement
- BFS Capital Inc., Board of Directors, 2009-2017
- Roslyn Country Club Civic Association, President/Legal Chair/Board, 2007-2015
- B’nai B’rith Perlman Camp, Starlight, PA, Board of Directors, 2008-2010