CAROL W. SHERMAN
Partner
(212) 808-5038 (212) 808-5038
CAROL W. SHERMAN Partner
Carol Sherman practices in the area of corporate and securities law.  Her experience includes SEC reporting and compliance, equity and debt offerings, corporate governance and mergers and acquisitions.

Carol represents issuers in initial and secondary public offerings, public and private issuers in private placements of equity and debentures, as well as public companies, and investors in SEC, NYSE and NASDAQ compliance and corporate governance matters.

Carol is relied upon by clients and colleagues alike for her extensive knowledge and application of SEC rules and regulations, meticulous drafting abilities, acute attention to detail and dedicated team play.  With more than twenty years of practice, Carol has developed a deep bench of experience and intelligence regarding a wide range of SEC filings.

Carol consistently delivers a valuable combination of judgment and wisdom regarding the rules, and how the SEC will react to a given scenario.  Carol knows how to frame disclosure to achieve favorable results from SEC staff.  She has proven time and again that her legal acumen and advocacy abilities are both practical and effective.
 
Represented Fusion Connect, Inc., (f/k/a Fusion Telecommunications International, Inc.) in the acquisition of Birch Communications.

Represented Fusion Connect, Inc., (f/k/a Fusion Telecommunications International, Inc.) in an underwritten public offering of 12,937,500 shares of common stock at a price to the public of $3.20 per share for gross proceeds of $41.4 million.

Represented Cinedigm Corp. in the sale of $30,000,000 of common stock primarily to an affiliate of Bison Capital Holding Company Limited, a Hong Kong-based investment company with a focus on the media and entertainment, healthcare and financial service industries, resulting in Bison becoming the majority owner of Cinedigm, and the concurrent exchange of all of Cinedigm’s outstanding 5.5% Convertible Notes for common stock.

Represented PJC Investments, LLC and Triax Capital Advisers, LLC with the consummation of a series of integrated transactions to effect a recapitalization of Emergent Capital, Inc., a public company in the life settlement business.

Represented WP Lavori in Corso S.r.L., an Italian company  ("WP") in a transaction in which WP and Woolrich, Inc. formed a UK holding company in which they effectively combined operations to facilitate the parties' joint global development of the Woolrich brand and products.  The value of the combined company was approximately $100-150 million.

Represented Fusion Telecommunications International, Inc., (n/k/aFusion Connect, Inc.) in a private placement of 2,431,091shares of common stock.

Represented Cinedigm Corp. in an aggregate of approximately $10 million loan, secured on a second lien basis, along with the issuance of shares of common stock and warrants to the lenders.

Represented Cinedigm Corp., a distributor of independent film and television content, against an activist campaign led by the Company’s largest shareholder.

Represented Cinedigm Digital Cinema Corp. in its $11 million underwritten public offering.

Represented Cinedigm Digital Cinema Corp. in its acquisition of all outstanding stock of New Video Group.

Represented Cinedigm Digital Cinema Corp. in its $7 million PIPE offering.
 
Children’s Hope Chest, Leadership Committee Member
 

About

Carol Sherman practices in the area of corporate and securities law.  Her experience includes SEC reporting and compliance, equity and debt offerings, corporate governance and mergers and acquisitions.

Carol represents issuers in initial and secondary public offerings, public and private issuers in private placements of equity and debentures, as well as public companies, and investors in SEC, NYSE and NASDAQ compliance and corporate governance matters.

Carol is relied upon by clients and colleagues alike for her extensive knowledge and application of SEC rules and regulations, meticulous drafting abilities, acute attention to detail and dedicated team play.  With more than twenty years of practice, Carol has developed a deep bench of experience and intelligence regarding a wide range of SEC filings.

Carol consistently delivers a valuable combination of judgment and wisdom regarding the rules, and how the SEC will react to a given scenario.  Carol knows how to frame disclosure to achieve favorable results from SEC staff.  She has proven time and again that her legal acumen and advocacy abilities are both practical and effective.
 

Experience

Represented Fusion Connect, Inc., (f/k/a Fusion Telecommunications International, Inc.) in the acquisition of Birch Communications.

Represented Fusion Connect, Inc., (f/k/a Fusion Telecommunications International, Inc.) in an underwritten public offering of 12,937,500 shares of common stock at a price to the public of $3.20 per share for gross proceeds of $41.4 million.

Represented Cinedigm Corp. in the sale of $30,000,000 of common stock primarily to an affiliate of Bison Capital Holding Company Limited, a Hong Kong-based investment company with a focus on the media and entertainment, healthcare and financial service industries, resulting in Bison becoming the majority owner of Cinedigm, and the concurrent exchange of all of Cinedigm’s outstanding 5.5% Convertible Notes for common stock.

Represented PJC Investments, LLC and Triax Capital Advisers, LLC with the consummation of a series of integrated transactions to effect a recapitalization of Emergent Capital, Inc., a public company in the life settlement business.

Represented WP Lavori in Corso S.r.L., an Italian company  ("WP") in a transaction in which WP and Woolrich, Inc. formed a UK holding company in which they effectively combined operations to facilitate the parties' joint global development of the Woolrich brand and products.  The value of the combined company was approximately $100-150 million.

Represented Fusion Telecommunications International, Inc., (n/k/aFusion Connect, Inc.) in a private placement of 2,431,091shares of common stock.

Represented Cinedigm Corp. in an aggregate of approximately $10 million loan, secured on a second lien basis, along with the issuance of shares of common stock and warrants to the lenders.

Represented Cinedigm Corp., a distributor of independent film and television content, against an activist campaign led by the Company’s largest shareholder.

Represented Cinedigm Digital Cinema Corp. in its $11 million underwritten public offering.

Represented Cinedigm Digital Cinema Corp. in its acquisition of all outstanding stock of New Video Group.

Represented Cinedigm Digital Cinema Corp. in its $7 million PIPE offering.
 

Memberships

Children’s Hope Chest, Leadership Committee Member
 
Speaking Engagements