Rajiv Khanna

Partner

New York
T +1.212.589.4696
F +1.212.589.4201

Overview

Rajiv Khanna focuses on domestic, cross-border, and multijurisdictional mergers and acquisitions transactions, securities offerings, corporate finance, project finance and real estate. Rajiv has also supervised numerous litigations and investigations.

Rajiv is the architect of many seminal path-breaking transactions, including the first proposed reverse merger of an Indian privately held corporation with a NASDAQ-listed publicly traded U.S. company, the first merger of a U.S. private company with a publicly traded Indian company, the first merger of a NYSE-listed Indian company with a NASDAQ-listed U.S. company and the first triple-dip aircraft financing, which allowed full depreciation to be claimed in the U.S., Japan and India for the same aircraft. With an education in business, Rajiv understands his clients' needs and business functions. He has a very practical and solution-oriented approach, and works through issues with the highest level of professional competence, while keeping his clients' ultimate business goals in mind. Rajiv is the president of the India-America Chamber of Commerce, a binational chamber of commerce that is the focal point of cross-border investments between the U.S. and India. Rajiv is listed in Jewel of India, a book honoring prominent Indian-Americans in the United States, has been named a New York "Super Lawyer" (2006 to 2008) and is a Recommended Attorney in M&A/Corporate and Commercial: M&A – middle market (sub-$500 million) in the Legal 500 United States (2016).

Select Experience

  • Representing a U.S. pharmaceutical company in its sale.
  • Representing an Indian pharmaceutical company in its acquisition of a U.S. pharmaceutical company.
  • Representing the U.S. subsidiary of an Indian company in its reverse merger into a U.S. SPAC.
  • Representing an Indian ophthalmology company in a U.S. equity linked financing.
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Experience

  • Representing a U.S. pharmaceutical company in its sale.
  • Representing an Indian pharmaceutical company in its acquisition of a U.S. pharmaceutical company.
  • Representing the U.S. subsidiary of an Indian company in its reverse merger into a U.S. SPAC.
  • Representing an Indian ophthalmology company in a U.S. equity linked financing.
  • Representing an Indian company engaged in smart cities projects in raising U.S. equity linked financing.
  • Representing a management team in a management buy-out in a 363 sale.
  • Representing an international company in settlement with Pension Benefit Guaranty Corporation on control group liability.
  • Representing a U.S. technology company in its sale to an Indian company.
  • Representing an Indian technology company in a private equity financing round from a U.S. private equity fund.
  • Representing a U.S. pharmaceutical company in a round of private equity financing.
  • Representing a European commodities private equity fund in a U.S. commodities financing transaction.
  • Representing a European commodities private equity fund in unwinding a commodities transaction in the U.S.
  • Representing a U.S. medicine chain in its reorganization and private equity financing.
  • Represented the seller of a U.S. analytics company to the U.S. subsidiary of an Indian company.
  • Represented the sellers of two U.S. tech companies and an affiliated Indian company in their sale to the U.S. subsidiary of a U.K. company which is a subsidiary of an Indian company.
  • Represented the Committee of Independent Directors of a publicly listed company in a tender offer by the majority stockholder of the corporation.
  • Represented a Fortune 500 company in numerous acquisitions and strategic alliance transactions.
  • Represented an Indian life sciences company in its proposed reverse merger with a U.S. publicly listed NASDAQ company.
  • Represented two affiliated U.S. graphic design companies in their acquisition, bank financing and eventual sale to a U.S. publicly traded company.
  • Represented a publicly traded U.S. graphic design company in several acquisitions.
  • Supervised litigation and an arbitration for a $1 billion U.S. hospitality private equity fund.
  • Represented two Indian life sciences companies in their bank financings.
  • Represented an Indian company in a Foreign Corrupt Practices Act  investigation.
  • Represented a developer in solar power projects.
  • Represented an Indian company in its initial public offering.
  • Supervised a long-standing contentious litigation for a major international bank.
  • Represented an underwriter for a $300 million private placement, the proceeds of which were to be used to acquire a non-bank finance company in India.
  • Represented a U.S. developer acquiring hydroelectric projects in Eastern Europe.
  • Represented a U.S. developer acquiring a biofuels company in the U.S.
  • Represented a U.S. developer acquiring a hydroelectric power project in India.
  • Represented the audit committee of a major international company in an internal investigation on earning management.
  • Represented a foreign company in the chapter 11 restructuring of its U.S. subsidiary.
  • Represented a foreign company in an acquisition in the U.K.
  • Represented an international group in Securities and Exchange Commission (SEC) matters.
  • Represented a gaming company in venture capital financing.
  • Represented a foreign financial institution in obtaining its broker dealer registration.
  • Represented an Indian European perfume company in its acquisition of a U.S.-based company.
  • Represented a large foreign bank involving a construction loan in the U.S.
  • Represented a foreign investment bank in the sale of its U.S. registered investment advisor.
  • Represented a foreign corporation in its asset acquisition of K-12 Business Division from Princeton Review.
  • Represented an international company in setting up an environmentally challenging project in the U.S.
  • Represented an international technology company in a complex arrangement involving sale of its products and technology in the U.S.
  • Represented a foreign brokerage company in obtaining broker-dealer licenses.
  • Represented a sponsor of a fund in formation of a fund that will invest in public markets in India.
  • Represented a U.S. real estate fund in its disputes with its Indian partner.
  • Represented a client in a $2.5 billion acquisition of a U.S. company.
  • Represented a special purpose acquisition company (SPAC) in its proposed acquisition.
  • Represented the sellers of a second-generation family business to a large corporation.
  • Represented a foreign corporation in its acquisition of a publicly traded U.S. company.
  • Assisted in the merger of a registered financial advisor with a foreign-owned corporation.
  • Represented a U.S. client in the $280 million acquisition of land abroad.
  • Represented an international software company in the acquisition of a U.S. software company.
  • Participated in the acquisition of a business process outsourcing company.
  • Represented an internet games company in its various rounds of financing.
  • Represented an international software company in the acquisition of an automotive software design company.
  • Represented an international company in the acquisition of assets of Liberty Fibers from a chapter 7 bankruptcy trustee.
  • Handled the acquisition of a public company by a foreign company and taking it private.
  • Represented a software company in a major acquisition.
  • Assisted in Series B financing for an outsourcing company.
  • Represented Kotak Mahindra in the formation of the Global Investment Opportunities Fund Limited.
  • Formed and closed a $250 million private equity fund for an emerging market.
  • Assisted in complex Series B financing for an outsourcing company.
  • Represented a Saudi prince in an international arbitration.
  • Represented a Japanese bank in financing a power plant in the U.S.
  • Represented a U.S. investment bank in a number of infrastructure projects in Latin America and a waste water treatment project in the Middle East.
  • Represented an Indian pharmaceutical company in disputes arising under a license and supply agreement.
  • Representation of an Indian investment bank in acquisition of appropriate licenses from the National Association of Securities Dealers (NASD).
  • Counsel to underwriters on a blank check company, an SPAC, focused on acquisitions in India.
  • Represented an outsourcing company in various funding rounds.
  • Assisted in the $52 million sale of U.S. entities majority owned by an Indian group.
  • Assisted in an $800 million cross-border M&A transaction.
  • Assisted in the acquisition of minority interest and a Regulation D private placement by MphasiS, which involved, among other things, the drafting of a document that was equivalent to an offering document for an initial public offering with nonaccredited investors.
  • Completed a venture capital investment for an Indian company.
  • Worked on the reverse merger of an Indian company into a U.S. SPAC, a blank check company.
  • Assisted in the acquisition of a U.S. agri-foods company by a Singapore company.
  • Represented Indian infotech and outsourcing companies in various outsourcing contracts.
  • Represented OfficeTiger, a provider of off-site dedicated enterprise service hubs for desktop presentation and administrative services, in BPO transaction with Bowne Business Solutions, which included multiple service hubs and cost-plus-gain sharing structure.
  • Represented an Indian private equity fund in a minority stake investment in the Indian subsidiary of a U.S. biotech company.
  • Represented an Indian group in a convertible loan to a U.S. technology company.
  • Counsel to a majority joint venture on two telecom joint ventures in India.
  • Counsel to Allahabad Bank on its 144A offering.
  • Assisted in the $100 million acquisition of a privately held U.S. pharmaceutical company by an Indian company.
  • Represented the lead manager in a sponsored ADR offering of an international company.
  • Participated in a large medical transcription outsourcing transaction where the operations will be outsourced to a joint venture company owned by the U.S. outsourcer and the offshore outsource provider.
  • Assisted in the acquisition of a U.S. automotive component manufacturer by a foreign automotive manufacturer.
  • Participated in transactions involving the transition of certain practice areas from an international technology company to three separate U.S. technology companies.
  • Handled asset purchase transactions in a chapter 11 bankruptcy.
  • Represented client in the acquisition and subsequent sale of the controlling interest in a U.S. technology company held by a foreign conglomerate to a publicly listed U.S. company.
  • Represented a foreign private issuer in its more than $100 million American Depositary Receipts (ADRs) offering.
  • Represented a foreign company in its merger with a major foreign publicly traded company and a U.S. privately held technology company. This was the first merger of a U.S. company with a foreign company from that country, which involved, among other things, drafting an offering document that was equivalent to an offering document for an ADR offering since nonaccredited investors were involved.
  • Represented a NYSE-listed foreign company in its acquisition of a NASDAQ-listed company, the first acquisition by a company from that country of a publicly traded U.S. company.
  • Completed and filed a 20-F Annual Report and Transition Report for a foreign private issuer.
  • Represented a NYSE-listed foreign company in its $22 million acquisition of a Hong Kong- and Australia-based company.
  • Represented a foreign company in its acquisition of strategic equity interests in a major U.S. company.
  • Represented a foreign private issuer involving the exchange of Restricted Global Depositary Receipts (GDRs) for Level I GDRs traded over the counter, the first transaction of its kind, as a prelude to an exchange offer of GDRs for ADRs.
  • Represented a foreign private issuer company involving an exchange offer of GDRs with ADRs.
  • Counsel to a U.S. subsidiary of a Japanese conglomerate in a complex triple-dip aircraft leasing transaction involving the U.S., India and Japan.
  • Counsel to a “Baby Bell company” in connection with the stock acquisition of a foreign cellular telephone company.
  • Counsel to a developer in a 1320 MW coal-fired project.
  • Counsel to a foreign bank for its Medium Term Notes Program.
  • Counsel to a developer in a 250 MW lignite project.
  • Counsel to Overseas Private Investment Corporation (OPIC) in connection with a $140 million private equity fund.
  • Counsel to lender in connection with an industrial project (done on a project finance basis).
  • Counsel to co-developer in connection with 235 MW mixed-fuel project.
  • Counsel to OPIC in connection with a $40 million private equity fund.
  • Counsel to developer in 600 MW hydroelectric project.
  • Counsel to Discovery Channel in its entry into the Indian market.
  • Counsel to developer in 300 MW power project.
  • Counsel to Revlon on various matters related to India.
  • Counsel to developer in connection with four diesel-fired projects of 125 MW.
  • Counsel to a Fortune 500 company in connection with a closed user group telecommunication project abroad. 

Recognitions and Memberships

Recognitions

  • The Legal 500 United States (2016
    • Recommended in M&A/Corporate and Commercial: M&A – middle-market (sub-$500m)
  • Jewels of India (2012)
  • New York "Super Lawyer" (2006 to 2008)

Memberships

  • Delhi High Court Bar Association, Executive Committee (1979 to 1980)
    • At age 23, Rajiv was the youngest person to hold this position
  • India-America Chamber of Commerce: President

Prior Positions

  • Sidley Austin: Partner
  • K&L Gates: Partner
  • LeBoeuf Lamb (L/K/A Dewey LeBoeuf): Partner

Admissions

  • U.S. Court of Appeals, Second Circuit
  • U.S. District Court, Southern District of New York
  • New York
  • India

Education

  • LL.M., University of Miami School of Law, First in Class
  • LL.B., (J.D. equivalent), University of Delhi
  • B.Com.(Hons.), (B.B.A. with Honors equivalent), University of Delhi

Languages

  • Hindi
  • Punjabi
  • Urdu