Sam has been actively engaged in all types of securities and business transactions since 1969. Sam represents issuers, underwriters, private placement sales agents, and selling shareholders. Sam also represents companies, boards of directors, audit committees and special committees in a variety of securities matters, in going public and going private transactions and in mergers and acquisitions. Sam has represented several clients in negotiating and documenting bank credit facilities and financings under trust indentures. Sam has structured and drafted contracts for a variety of business transactions and joint ventures both in the United States and, in connection with oil and gas transactions, Australia, Greece, Italy, Morocco, Mozambique, New Zealand, the Republic of South Africa, the Republic of South Korea, and the United Kingdom. Sam has acted as litigation advisor in several securities related civil actions and many NASD/FINRA arbitrations.
Since 1986, Sam has been a Public Arbitrator for the National Association of Securities Dealers, Inc. The Financial Industry Regulatory Authority now administers public and industry arbitrations.
Sam became a certified public accountant in 1970 and continues to advise clients in complex intermixed legal and accounting matters.
- Exempt transactions and securities offerings.
- Going private transactions.
- Initial public offerings representing issuers or underwriters.
- Merger, acquisitions, asset sales/purchases and spin-offs.
- Periodic reporting under the Securities Exchange Act.
- Oil, gas and mining transactions in the U.S. and oil and gas exploration and seismic joint ventures in several foreign countries.
- Rule 144A transactions.
- Senior credit and trust indenture facilities.
- S-4 merger proxy statements and note exchange offers.
Honors / Distinctions
- Best Lawyers®, Lawyer of the Year, Securities/Capital Markets Law (2014, Denver)
- 2011-2017 Super Lawyers Business Edition - Securities & Corporate
- 2008-2017 Colorado Super Lawyers - Securities & Corporate
- 2009 Super Lawyers, Corporate Counsel Edition - Securities & Corporate
- Co-Author, "Negotiating and Drafting Acquisition Agreements in Colorado," National Business Institute, January 2004.
- Co-Author, "Mergers and Acquisitions in Colorado: The Art of Doing Deals," Eau Claire: NBI, Inc., 2000.
- Adjunct Professor of Law, University of Wyoming Law school (1972-1986).
- Lecturer, University of Denver College of Law (1971-1975).
- Co-Author with Harold S. Bloomenthal, Securities Law-Cases-Text-Problems, Clark Boardman & Co. (1973).
- Numerous appearances at legal and accounting seminars for over 35 years.
- Editor-In-Chief, Law Review, University of Wyoming College of Law (1968-1969).
Admitted to Practice Before
- Admitted in Colorado since 1969
- Admitted in Wyoming since 1969
Also admitted in the following courts:
- U.S. District Court, District Court of Colorado
- Colorado State Courts
- Wyoming State Courts
Professional and Community Affiliations
- Colorado Bar Association
- Denver Bar Association
- Wyoming Bar Association