Michele A. Kulerman

Michele A. Kulerman is a corporate attorney with wide-ranging law firm, in-house and government legal experience. Michele primarily advises clients and provides guidance on the legal and regulatory issues surrounding real estate and non-real estate securities offerings of debt and equity, including initial, follow-on and secondary offerings. She represents public and private companies on matters related to state securities or “blue sky” laws, registered and exempt, as well as compliance with the corresponding SEC rules and regulations and FINRA broker-dealer requirements in corporate financing.

Concentrations

• Mergers and acquisitions

• Reorganization and spinoffs

• Private placements, PIPE transactions and SPACs

• Employee benefit plans/Rule 701

Representative Matters

• Acted as principal blue sky counsel responsible for advising, overseeing and coordinating compliance of securities offerings with federal and state securities laws for multiple clients in matters involving complex equity and debt capital raising transactions, public and private offerings, venture capital and mezzanine financing transactions, Rule 144A transactions, secondary offerings, mergers and acquisitions, recapitalizations, restructurings and employee benefit plan transactions in a wide range of industries.°

• Reviewed different types of offering plans, and drafted and filed state and federal forms for exemption or registration (Forms ADV, BD, D, S-11, S-3, S-4, S-8, and U-4) in compliance with the Securities Act of 1933, Securities Exchange Act of 1934, the state- related requirements affected by the Investment Company Act of 1940 and the Investment Advisors Act of 1940, Financial Industry Regulatory Authority (FINRA) and the rules and/or policy statements of the North American Securities Administrators Association (NASAA).°

• Provided interpretation of rules relating to U.S. and foreign issuers and offshore offerings, and coordinated with state regulatory and enforcement attorneys on a diverse range of securities issues; drafted and filed no-action and interpretive opinions related to offerings by non-traded real estate investment trusts (REITs), business development companies (BDCs), and other non-publicly traded direct investment programs.°

°The above representations were handled by Ms. Kulerman prior to her joining Greenberg Traurig, LLP.