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Areas of Practice

Industries

Firm Management Positions

Audit Committee, Member

Honors and Awards

Memberships and Affiliations

Member, Board of Directors and Saul Ewing representative, The Interlex Group®

Former Member, Board of Directors, Greater Philadelphia Venture Group (GPVG)

American Bar Association, International Law Section

  • Committee on International Securities and Capital Markets
  • Committee on International Mergers & Acquisitions and Joint Ventures

Education

J.D., Columbia Law School, 1982, with honors

  • Chancellor Kent Scholar, 1981-1982, "highest honors"
  • Harlan Fiske Stone Scholar, 1979-1981, "very high honors"
  • Associate Editor, Columbia Journal of Transnational Law
  • Stone Honors Moot Court

B.A., Yale University, 1979, magna cum laude

  • Bates Fellow, Travel and Study in the USSR, 1978
  • Sumitomo Fellow, Travel and Study in Japan, 1979
  • President, Yale Debating Society

Bar Admission(s)

Photo of Raymond D. Agran

Raymond D. Agran

Partner
Philadelphia
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186

Raymond Agran concentrates his practice on mergers and acquisitions, securities offerings, regulation and capital raising, venture capital and private equity, joint ventures, limited liability companies, partnerships, software, healthcare and manufacturing licensing and distribution agreements and general commercial law.

Mergers and Acquisitions/General Corporate Counsel/Transnational Work

In his nearly 30 years of experience as a practicing lawyer, Ray has represented a wide variety of clients, from individual investors and start-ups, to significant privately-held companies, to among the largest publicly-traded companies. His client engagements have included acquisitions and dispositions for both strategic and financial buyers and sellers. Ray also has significant experience in documenting manufacturing and distribution joint ventures and independent contractor agreements, formation of private equity and venture capital funds for sponsors as well as investors in them and complex articles of incorporation, partnership and limited liability company operating agreements for companies raising capital and operating in areas as diverse as real estate, software, life sciences, consumer products and manufacturing, in such areas as electronics, food, wine and spirits, industrial components and medical devices. Most recently, Ray has had extensive experience in mergers and acquisitions ("M&A") in bankruptcy contexts such as "Section 363 sales," representing both debtors that sell and bidders that buy assets in bankruptcy and has spoken on the topic at such industry events as the Association of Corporate Counsel annual meetings in 2008 and 2009.

A substantial portion of Ray's practice involves representations of non-U.S. individuals and entities that do business in the United States, as well as transactions with significant cross-border elements, with experience in M&A and securities work in the U.K., Canada, Japan, China, Russia and Eastern Europe, France and South America, and commercial work such as the acquisition of purpose-built machinery, long-term component supply agreements and software development agreements. Useful in Ray's international practice is his fluency in Russian, conversational abilities in French and elementary knowledge of Spanish.

Securities, Asset Securitizations and Corporate Governance Counseling

Ray also has broad experience as securities lawyer, having served as lead counsel for issuers and underwriters for initial public offerings and secondary public offerings on the NYSE and the Nasdaq Stock Market, as well as all manner of private placements, under both Regulation D for U.S. domestic offerings and Regulation S for off-shore offerings, together with private investments in public equity ("PIPES"), all involving compliance with the Securities Act of 1933 and state securities laws. These transactions have involved representing both issuers and underwriters in manufacturing, pharmaceutical and healthcare businesses, real estate developers, brokers and real estate investment trusts ("REIT's"), commercial and savings banks, software developers and Internet service providers, and a wide variety of commercial and industrial concerns, of all sizes.

Ray has significant experience in asset-backed securitizations, such as credit card and auto loan receivables, and, most recently, in drafting and reviewing, on behalf of investors and issuers, structured settlement securitizations.

He has also counseled public company clients and special committees of their boards regarding ongoing compliance with various aspects of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 and corporate governance on such issues as independent committee consideration of management buyout bids or competing bidder auctions and advice to audit and compensation committees.

Experience

Mergers and Acquisitions

  • Represented an India-based broker in precious metals with respect to its sale of its partnership interest in a mining operation in the Western United States
  • Represented Volantis Systems Limited, a mobile internet applications software company headquartered in Surrey, England, in the U.S. law aspects of its sale, by a combination of cash and stock, to Antenna Software, Inc., a Jersey City, NJ-based developer of software solutions for users across all Internet-connected mobile devices, including smartphones and tablets, through to browser-enabled feature phones
  • Represented nlyte Software, a U.K.-based leading provider of data center infrastructure management (DCIM) solutions for intelligent capacity planning, designed to help companies to place data center assets optimally, so as to make the most efficient use of power, cooling and space, and reducing operating expenses by as much as 20 percent annually, in the U.S. law aspects of a $12 million Series C funding and registration rights agreements with U.S. and U.K. private equity funds, led by NGEN Partners, a leading pioneering investor in the cleantech sector
  • Served as lead M&A lawyer for Fedders Corporation, an air conditioning and heating manufacturer, and a former NYSE public company, in the sale under the auspices of U.S. bankruptcy law, of substantially all of Fedders' operating assets in the U.S., China, the Philippines and Western Europe, to buyers in the U.S., Israel, the Philippines and the EU
  • Represented private equity investor Argosy Capital of Wayne, Pennsylvania, in portfolio investments in companies in industries such as consumer healthcare, electronics component manufacturers and other industries
  • Represented Digene Corporation (now part of QIAGEN), publicly-held makers of a new generation Pap smear test to detect cervical cancer, in proposed tender offer for $553.7 million by Nasdaq-listed Cytyc Corporation (CYTC), makers of another Pap smear test (transaction prevented by FTC action due to antitrust concerns).
  • Represented PharmaGenics, Inc., publicly-traded oncological R&D company, in $28 million sale by tender offer and merger with Genzyme Corporation (Nasdaq: GENZ)
  • Served as lead counsel to Biosyn, Inc., a privately-held Philadelphia-area based biotech company, pursuing research and development of anti-microbial products targeting illness and conditions affecting women, in $30 million sale by merger with Cellegy Pharmaceuticals, a California-based Nasdaq-listed company (CLGY)
  • Represented the controlling stockholder of Care Science, Inc., a Philadelphia-area Nasdaq-listed medical software company, in tender offer and acquisition for $15 million by Quovadx, Inc., a larger California-based Nasdaq-listed medical software company (QVDX)

General Corporate

  • Serves as general outside counsel to WineAccess, Inc. (www.wineaccess.com), an internet marketing company in the business of designing, developing and providing support to wineries and wine retailers that use their websites to make inventory available for purchase by wine consumers, and through which wine consumers can search for, learn about and order various kinds of wine, using WineAccess's proprietary software and website
  • Serves as general outside commercial and acquisition counsel to Micro-Coax Inc., a Pottstown, Pennsylvania manufacturer of cable assembly systems for applications in the medical, aerospace, telecommunications and electronics industries, in a series of acquisitions and dispositions, equipment purchase agreements and other general commercial work
  • Represented Wyborowa SA of Warsaw, Poland (a subsidiary of the French firm Pernod-Ricard, S.A., owner of such brands as Chivas Regal, Absolut and the largest Polish vodka manufacturer of vodkas such as Luksusowa and Wyborowa Exquisite) in its exclusive U.S. importing and distribution arrangements with William J. Deutsch & Sons of White Plains, New York

Securities

  • Served as lead outside securities counsel to the Equity Committee of existing shareholders in General Growth Properties, Inc., the second largest U.S. bankruptcy of an owner of shopping malls, in the over $6.5 billion recapitalization and reorganization into two separate companies, General Growth Properties, Inc. and The Howard Hughes Corporation, of this operator of over 200 shopping malls in the U.S., including Water Tower Place in Chicago, Ala Moana Mall in Honolulu, Faneuil Hall in Boston and South Street Seaport in New York
  • Serves as lead outside securitization counsel to PartnerRe Capital Markets, Inc., the investment arm of Greenwich, CT and Bermuda-based Partner Reinsurance Group, with respect to many of their ongoing investments, which have amounted to over $400 million in privately-placed notes secured by structured settlement receivables
  • Represented Asian Bank, of the Chinatown Neighborhood in Philadelphia, in private placements and rights offerings for additional capital
  • Served as counsel to the Special Independent Committee of the Board of Directors of Mt. Laurel, New Jersey medical transcription company MedQuist, Inc. (Nasdaq: MEDH)
  • Served as counsel to the Special Independent Committee of the Board of Directors of SL Industries (AMEX: SLI), a manufacturer of power protection equipment headquartered in Mt. Laurel, New Jersey
  • Served as lead counsel in initial public offerings in equity offerings of former Nasdaq companies Quad Systems Corporation (QSYS) of Horsham, PA and EPL Technologies, Inc. (EPTG) of Philadelphia, PA
  • Represented Digene Corporation (now part of QIAGEN), publicly-held makers of a new generation Pap smear test to detect cervical cancer, in proposed tender offer for $553.7 million by Nasdaq-listed Cytyc Corporation (CYTC), makers of another Pap smear test (transaction prevented by FTC action due to antitrust concerns)
  • Represented PharmaGenics, Inc., publicly-traded oncological R&D company, in $28 million sale by tender offer and merger with Genzyme Corporation (Nasdaq: GENZ)
  • Served as lead counsel to Biosyn, Inc., a privately-held Philadelphia-area based biotech company, pursuing research and development of anti-microbial products targeting illness and conditions affecting women, in $30 million sale by merger with Cellegy Pharmaceuticals, a California-based Nasdaq-listed company (CLGY)
  • Represented the controlling stockholder of Care Science, Inc., a Philadelphia-area Nasdaq-listed medical software company, in tender offer and acquisition for $15 million by Quovadx, Inc., a larger California-based Nasdaq-listed medical software company (QVDX)
  • Served as counsel to homebuilder Toll Brothers, Inc. (NYSE: TOL) of Horsham, Pennsylvania in a series of public debt and equity offerings

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