Eric M. Willens, Esq.

Through his career, Mr. Willens has worked at one of the largest law firms in California and has served as general counsel to a multi-million dollar hedge fund.

Prior to starting his own practice, Mr. Willens was a partner of Michaels Law Group, LLP where he specialized in corporate and securities matters, representing public and private companies with corporate governance compliance, exempt and non-exempt securities offerings, and securities regulatory matters. Before Michaels Law Group, LLP, Mr. Willens worked as an associate at the law firm of BKGG, LLP where he provided counsel to small and medium-sized businesses on entity formation, mergers and acquisitions, and other corporate transactions. During his tenure at BKGG, LLP, Mr. Willens was responsible for negotiating a $50 million corporate asset sale, a $10 million interstate merger, and a $6 million public shell reverse merger.

Prior to BKGG, LLP, Mr. Willens worked at the Los Angeles office of Parker Stanbury, LLP. Mr. Willens was part of the firm's corporate department where he regularly counseled companies on corporate governance and transactional matters. Before Parker Stanbury, LLP, Mr. Willens served as general counsel to Premier Marketing and Investments, Inc., a multi-million dollar hedge fund. Mr. Willens advised management on fiduciary duties, legal exposure, and securities regulation. Mr. Willens also served as the fund's Secretary.

Mr. Willens obtained his J.D. from McGeorge School of Law, University of the Pacific, in 1999. Mr. Willens graduated cum laude from the University of the Pacific in 1996 where he received a B.A. degree in Philosophy.

Mr. Willens' clients range from seed-financed and venture-backed, privately-held companies to large, well-established public companies. Mr. Willens counsels companies from original business plans through initial public offerings and beyond. He serves as general counsel to many clients and their boards of directors, helping to develop and execute their business strategies and advising them on day-to-day legal and other strategic issues.

Mr. Willens provides the following legal services for his clients:

• Negotiation and drafting of venture capital and angel investment transactions, including term sheets, letters of intent, purchase agreements, investor rights agreements, co-sale agreements, and voting agreements.
• Advice regarding structuring of venture capital and angel investment transactions involving preferred stock, convertible promissory notes, convertible subordinated debentures, warrants, and other securities.
• Representation of public and private companies in private placements or other exempt securities offerings involving debt or equity securities.
• Representation of issuers and underwriters in initial and secondary public offerings.
• Preparation of 10-Ks, 10-Q's, 8-K's, proxy materials, other periodic SEC filings, registration statements, and other shareholder communications.
• Preparation of Rule 144 opinion letters in connection with restricted securities.
• Advice regarding the disclosure obligations under the federal securities laws, “insider” reporting obligations, “short-swing profit” recapture issues, directors' duties, compliance with applicable “blue sky” laws, shareholder meeting conduct, and other shareholder matters.
• Negotiation and drafting of mergers and acquisition transactions, including statutory mergers, exchange reorganizations, sale-of-assets reorganizations, asset purchases and sales, and stock purchases and sales.