Jeffrey P. Berg

Partner

Los Angeles
T +1.310.442.8850
F +1.310.820.8859

Overview

Jeff Berg represents companies in corporate finance and securities matters, primarily issuers, with an emphasis in the areas of securities offerings, securities regulations and corporate governance. Jeff's clients appreciate his dedication and ongoing attention to changing business environments, as well as to newly established and updated laws, policies and procedures. He also has significant experience with start-up companies, assisting them in their capital and commercial needs.

Jeff Berg solves international and cross-border finance issues for clients and provides guidance for compliance with regulatory agencies, especially the Securities and Exchange Commission. Clients turn to Jeff for information, direction and leadership in international joint ventures, offerings of debt and equity securities, leveraged buyouts, tax matters and litigation support. He provides clients with assistance in structuring and implementing Foreign Corrupt Practices Act compliance programs, which are designed to avoid potential violations and to reduce governmental sanctions should a violation occur.

Select Experience

  • Counsels boards of directors and their committees on issues ranging from SEC disclosure obligations, fiduciary duties and executive compensation arrangements to conflicts of interest, preparedness for unsolicited offers and other shareholder actions.
  • Provides clients with assistance in structuring and implementing Foreign Corrupt Practices Act compliance programs that are designed to avoid potential violations and to reduce governmental sanctions should a violation occur.
  • Has advised on more than 150 public offerings, more than 200 private placements and more than 150 mergers, acquisitions or reorganizations.
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Experience

  • Counsels boards of directors and their committees on issues ranging from SEC disclosure obligations, fiduciary duties and executive compensation arrangements to conflicts of interest, preparedness for unsolicited offers and other shareholder actions.
  • Provides clients with assistance in structuring and implementing Foreign Corrupt Practices Act compliance programs that are designed to avoid potential violations and to reduce governmental sanctions should a violation occur.
  • Has advised on more than 150 public offerings, more than 200 private placements and more than 150 mergers, acquisitions or reorganizations.
  • Advised an acquirer in connection with a $250 million acquisition of an international grooming products company on behalf of his client, an international private equity firm.
  • Advised a U.S.-based client in connection with a joint venture between the client and a large Indian healthcare company with an estimated value of $1 billion for the development and sales of medical devices in India and Southeast Asia.
  • Advised a California-based energy asset development business client in connection with a $200 million deal to purchase stakes in Alaskan offshore and onshore drilling projects.
  • Advised an issuer in connection with 17 publicly offered mortgage-backed securities issuances with an aggregate value of approximately $3 billion.
  • Advised a small pharmaceutical company in connection with its initial public offering and follow-on financings, as well as three acquisitions (the company was ultimately acquired for over $850 million).
  • Advised a medical services company in connection with its initial public offering, as well as several follow-on financings and acquisitions (the company was ultimately sold for $1.1 billion).
  • Represented an Arizona healthcare facilities authority in the preparation and sale of bonds for the development of group homes for children under the care of the state of Arizona.
  • Was appointed co-lead counsel by the U.S. Tax Court in a large tax dispute in which he represented approximately 4,200 taxpayers in litigation with the Internal Revenue Service that involved over $7.2 billion in claimed liability. The trial resulted in an assessment of tax against the taxpayers, with no penalties assessed against them (at the time, it was considered to be the largest tax shelter dispute in the history of the Tax Court and was referred to as the Electra/Hemisphere matter, involving an appeal to the 10th Circuit Court of Appeals and a petition for writ of certiorari to the U.S. Supreme Court).
  • Evaluated documents for potential claims and the validity of a mortgage-backed securities scheme in connection with a fraud perpetrated on a Delaware-licensed insurance company (retained by the Insurance Commissioner of the state of Delaware) to assist in its investigation.
  • Advised two separate California-based Prepaid Healthcare Service Plans in their initial public offerings and subsequently completed approximately 10 mergers and acquisitions of various types of facilities and companies over a period of years.
  • Represented a privately held U.S. corporation in a strategic alliance with a telecommunications carrier with business relationships in Mainland China that merged with a public company, resulting in the client’s becoming a public company listed on the American Stock Exchange. Was subsequently acquired by a major international telephone service provider.
  • Represented an employee group of a division of a Fortune 500 company that, through the use of an ESOP, bought out the ownership of the division.
  • Represented a borrower in numerous industrial development bond offerings in connection with a multistate bond financing, as well as related real estate purchases and construction projects in Indiana, South Carolina, Texas and California.
  • Represented the issuer in the organization and consolidation of a bio-solid transportation and treatment business, which included completing six acquisitions.
  • Represented the issuer in the preparation of a bond offering related to the acquisition of low-income housing limited partnerships for $22 million that involved the purchase of 88 real estate limited partnerships.
  • Represented a major multifamily dwelling partnership organizer in the securitization of new financing on numerous buildings in the aggregate of $63 million (the mortgages were added to a pool with other mortgages as part of an asset-backed securities offering through a major brokerage house).
  • Represented an underwriter in connection with a debt offering for the acquisition and development of a golf course in Southern California.
  • Represented the issuer in a roll-up exchange offer of investment securities in various business entities associated with an optical disc manufacturer to create a single optical disc manufacturing company.
  • Represented an issuer in the video game entertainment business in rolling up five partnerships and three corporate entities into a single video game manufacturing entity.
  • Represented the issuer in several private offerings of securities for a public medical laser manufacturing company aggregating approximately $24 million.

Recognitions and Memberships

Recognitions

  • Martindale-Hubbell: AV Preeminent

Memberships

  • American Bar Association
    • Federal Regulations of Securities
    • Task Force on Securitization of Assets
    • Disclosure and Continuous Reporting Subcommittee
  • Los Angeles County Bar Association

Community

  • Phi Alpha Delta
  • Delta Theta Phi

Admissions

  • U.S. Supreme Court
  • U.S. Court of Appeals, Ninth Circuit
  • U.S. Court of Appeals, Tenth Circuit
  • U.S. Tax Court
  • California

Education

  • J.D., Southwestern University School of Law, 1974
  • B.A., History, California State University, Northridge, 1970
  • M.A., Candidate, The University of New Mexico