Samuel Wilson
Samuel is a legal and financial trailblazer. His clients are drawn to his deep understanding of issues arising at the intersection of corporate law, corporate finance, and business operations. He often serves as the right-hand consigliere for CEOs, CFOs, company founders, investors and other professionals.
Samuel is a partner of the firm and oversees our transactional practice group. While he greatly respects the more adversarial side of the legal professional – litigation and dispute resolution – he spends the bulk of his time helping his clients close transactions that produce significant value and money to their businesses.
Since embarking on his legal career in 2008, he has handled $1B+ in transactions spanning across industries and geographic borders, including but not limited to venture funding, mergers & acquisitions, cross-border transactions, and raising capital for businesses large and small. He has also had the pleasure of advising financial institutions – from RIAs to offshore hedge funds – on compliance, fundraising and other business issues. More recently, he oversees a specialized loan book for a regional bank with assets of more than $80B.
In addition to maintaining his legal practice, he has also started various entrepreneurial ventures, including serving as a managing partner in an investment advisory business in Europe as well as serving as CEO & CFO of a consumer products company for several years.
Samuel’s clients know him as a candid purveyor of advice with a sharp, detail-oriented mind.
Education
George Washington University Law School, J.D., 2007
University of South Carolina, Moore School of Business, B.S. International Business & Finance,
2004
Admissions
New York State Bar
Professional Experience
Salzano Ettinger Lampert & Wilson LLP (and predecessors)
Partner | Transactional Practice Group
2017-Present
Law Offices of Samuel Wilson, Esq.
Attorney At Law
2008-2017
Carolina Global LLC
CEO
2012-2020
4ENERGY
Managing Director
2011-2015
Representative Matters
CORPORATE FINANCE
- Sell-side representation of commercial infrastructure developer for sale of portfolio of companies with enterprise value exceeding EUR 50 million.
- Facilitated the procurement of a multi-million dollar inventory credit line for food & beverage products company in three-week timeframe.
- Sell-side representation of fintech neobanking start-up, assisting with the closure of various rounds of seed financing via SAFE and convertible debt instruments.
- Sell-side representation of software/hardware product security company, leading the M&A process in pursuit of acquisition with enterprise value of $150 million.
- Facilitated the closure of private debt transaction in the amount of $10 million for growth stage company.
- Oversight of and bank-side representation for a specialized loan book of a regional bank with assets exceeding $90 billion.
- Sell-side representation of a growth stage HR services technology company during M&A sale process of the company with enterprise value of $30 million, achieving closure in a three-week timeframe.
- Led the formation of offshore hedge fund in foreign jurisdiction, including building out compliance procedures, liaising with local regulatory authorities, and negotiating third-party vendor agreements for administrators, custodians and the like.
- Facilitated the sale of minority interest of food & beverage products company to the third largest company in the sector globally.
- Bank-side representation for a regional bank with assets exceeding $25 billion for IP-secured loans vis-a-vis equity financiers and film producers.
- Investor representation of HNWI’s multi-million USD investment into a growth stage IP venture, negotiating preferrred shareholder protections and combination of equity and debt investment structure.
- Assisted in the launch of numerous cutting-edge start-ups, including general counsel representation for obtaining seed financing and early funding rounds.
- M&A transaction support, including deal management as well as document drafting of Share Purchase Agreements, Investor Rights Agreements, Co-Sale and ROFR, Voting Agreements, and the like (as well as LLC documents in the same style such as Membership Interest Purchase Agreements).
- M&A pre-transaction support assistance with due diligence data room organization, preliminary deal documentation (teasers, NDAs, executive summaries, memos), and LOI/MOU.
GENERAL CORPORATE
- Completion of 100s of company formations and entity structurings for start-ups, across various jurisdictions (including internationally) and entity types, including liaising with tax advisers for owners and investors.
- Serve as internal general counsel for dozens of small-to-medium sized enterprises, frequently advising CEOs, CFOs, and directors on various corporate legal issues.
- Frequent dealings with Secretaries of State offices across the USA, from straight-forward everyday filings to more complex entity converstions, domestications and mergers.
- Legal guidance to investors, key partners and founders on structuring ownership and management issues.
- Drafting and negotiation of LLC Operating Agreements, from basic single member structures to complex structures with multiple share classes and protective provisions for preferred members.
- Drafting of corporate resolutions to ensure compliance with company bylaws and other governance requirements.
- Drafting and negotiation of core third party material agreements such as Master Services Agreements, Software EULAs, IP licenses and the like.
- Structuring of IP licenses for sanctity of company-owned IP and/or dileneation between founder IP and company IP.
INTELLECTUAL PROPERTY
- Trademark and copyright (so-called “soft IP”) expertise across technology, media and entertainment industry sectors.
- Filing of and ongoing management of 100s of USPTO trademark applications and registrations on behalf of clients.
- Negotiation and procurement of co-existence agreements between potential trademark registrations and marks currently in use.
- Drafting of cease & desist letters related to pre-ligitation IP infringement assertions.
- Development of strategies to structure and draft IP assigments and IP licenses.