Eric G. Orlinsky
Eric Orlinsky co-chairs the firm's Corporate Practice and its Private Equity/Venture Capital subgroup and concentrates his practice in general business and securities law and counsels clients in private equity and venture capital investments, public and private offerings of debt and equity securities, mergers and acquisitions, purchases and sales of businesses. Eric also provides general counsel to public and private companies regarding corporate matters.
Eric is active in numerous committees of the American Bar Association and the Maryland State Bar Association and previously Chaired the Business Law Section of the Maryland State Bar Association. He was instrumental in establishing the Business & Technology Court in Maryland. He is also one of the principal authors and editors of the ABA Handbook for the Conduct of Shareholders Meetings (first and second editions) and the Maryland Legal Opinion Accord.
Private Equity/Venture Capital
Eric has represented many companies raising venture capital funding, as well as numerous venture capital, private equity and angel investors with regard to various financing rounds in early stage, late stage and growth capital companies. Many of these transactions involved companies in the technology and biotechnology industries. Eric is also active in Maryland's technology, biotechnology and emerging companies community and serves on several boards dedicated to building and strengthening these technology industries in Maryland.
Mergers and Acquisitions
As part of his M&A practice, Eric has advised buyers and sellers in mergers, asset purchase and sale transactions and stock purchase and sale transactions, both nationally and internationally, as well as cross-border transactions. His clients include private companies, public companies, real estate investment trusts.
Eric has counseled clients on compliance with various aspects of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. He has represented clients in connection with public and private offerings of debt and equity securities, private placements, private investments in public equity (PIPES) and other securities offerings, all involving compliance with the Securities Act of 1933. He has counseled executives and boards of directors in connection with the design, implementation and administration of corporate governance and compliance programs.
Eric represents a number of publicly traded Real Estate Investment Trusts and advises them on offering transactions, mergers and acquisitions, internalizations and corporate and REIT governance matters. He has formed and advised privately held REITS and has advised REITS in connection with initial public offerings. He often acts as a Maryland REIT counsel in these transactions.
Eric serves as general outside counsel to many private companies providing day to day counseling, corporate governance and contracts advice. In this capacity, he is often involved in the formation, operation, and governance of corporations, partnerships, limited liability companies and real estate investment trusts. Eric has also represented numerous clients in bank financing transactions.
- Represented three Maryland companies that provide services in the insurance industry as brokers and third-party administrators and are part of the same corporate family-SF&C Insurance Associates, Inc., SF&C Select Benefits Communications Group, LLC, and Union Lifestyle Benefits, LLC, in their acquisition by U.S. Retirement Partners, Inc.
- Represented Patriot Capital in their investment of subordinated debt and equity in support of Guardian Capital Partners' acquisition of Carson-Dellosa Publishing, LLC.
- Represented Federal Data Systems in the acquisition of the counterintelligence and intelligence business unit of Intelligent Decisions for an undisclosed amount and in securing an equity investment from Chart Capital and senior bank financing to fund the acquisition.
- Acted as Maryland co-counsel with Skadden Arps on corporate and litigation matters in defending Commonwealth REIT, a multi-billion dollar office REIT, in a hostile proxy fight initiated by Corvex Management LP and Related Fund Management LLC.
- Represented Grotech Ventures II, L.P. and Harbert Venture Partners III, LP in a Series A venture capital investment into a Maryland-based healthcare technology company.
- Represented NewSpring Health Capital II, L.P.in a Series A investment into a Baltimore, Maryland-based healthcare services company.
- Represented NewSpring SBIC Mezzanine Capital II, L.P. in acquiring controlling interest in Zentech Manufacturing, a Maryland-based manufacturing firm. The deal included 1) an asset purchase; 2) a senior bank loan; 3) a mezzanine subordinated debt loan to the company; and 4) a Series A preferred equity investment.
- Represented private equity firm ABS Capital Partners in the recapitalization of Payformance Corporation.
- Represented the members of Ellicott Dredge Enterprises, LLC in the sale of a substantial portion of the membership interests to Markel Ventures, Inc.
- Represented Rohr International Dredge Holdings, Inc., a subsidiary of Ellicott Dredge Enterprises, in the acquisition of the assets of IDRECO GmbH .
- Served as special government contracts' counsel for PharmAthene, Inc., a leading biodefense company specializing in the development and commercialization of medical countermeasures against chemical and biological terrorism in its $45 million acquisition of the vaccines business of Avecia Biologics Ltd., a privately owned company in Manchester, England.
- Represented Syntec LLC in a Series A preferred stock capital raising transaction and in the purchase of a division of Tenax Corporation and subsequent sale to a public company three years later.