Carl A. Valenstein

He previously served as co-chair of the International Section of the Boston Bar Association and co-chairs the firm’s ESG and sustainability advisory practice and Cuba initiative. Carl is the former leader of the Boston office corporate and business transactions practice.

In addition to his transactional practice, Carl advises clients on international risk management, including compliance with the foreign investment review process, export control and sanctions, and anti-money laundering, antiboycott, and anticorruption laws and regulations. He also advises on, and has participated in, internal investigations, enforcement cases, and dispute resolution proceedings relating to his transactional and regulatory practice. Carl is a member of the Morgan Lewis Committee on Foreign Investment in the United States (CFIUS) working group. He is a frequent speaker at conferences on a variety of international compliance and transactional topics. Carl is fluent in Spanish and Portuguese, and also conversant in French and Italian.

For more than 20 years, Carl has provided legal assistance to microfinance institutions and assisted public charities, foundations, social enterprises and entrepreneurs, impact investment venture capital funds, and other impact investors. He is a founding member of the Impact Investment Lawyers Legal Working Group, which holds annual conferences. Carl is an adjunct professor at the University of Michigan Law School and New York Law School International Transactions Clinics (ITCs) focusing on impact investment. He also teaches transnational finance at Boston University Law School. He serves on the advisory boards of the Michigan Social Venture Fund, which is the oldest student-led social venture fund, and the NU Impact Fund.

Life Sciences

• Since 2006, BioSpecifics Technologies Corp. (NASDAQ-BSTC) as outside general counsel in a variety of corporate matters, including sale of product line, SEC compliance and capital markets transactions, licensing and collaboration agreements, and, in 2020, its sale to Endo Pharmaceuticals for $658 million in equity value
• Reify Health in its first software-as-a-service (SaaS) agreement with Eli Lilly and Series A-D round investment transactions
• Care Access Research, a wholly owned subsidiary of Reify Health, in its acquisition of Instituto Brasil de Pesquisa Clínica Ltda., a company that conducts its clinical trials exclusively in Brazil
• RRD International in its sale to Uniphar plc; previous RRD representations included a series of Symphony investor-funded purchases of product development rights, and its affiliate ClearPath Development in its strategic partnership with Astellas Pharma Inc. to form a portfolio of development companies focused on vaccines targeting infectious diseases
• Kuwait Life Sciences in the sale of Clinart to CTI Clinical Trial Services
• Aptevo Pharmaceuticals Inc. (NASDAQ-APVO) on an activist stockholder defense and royalty monetization transaction
• Altimmune Inc. (NASDAQ-ALT) on teaming, contract manufacturing, and other licensing and collaboration agreements
• Emergent BioSolutions Inc. (NYSE-EBS) in several acquisitions, including resulting litigation, and in the negotiation of government contracts for the purchase of anthrax vaccine by the US government
• Principal stockholder and Chairman of Emergent BioSolutions Inc. in secondary share sales and in the spinoff of Aptevo Pharmaceuticals Inc. from Emergent, as well as in the congressional investigation resulting from compliance issues relating to Emergent’s Bayview facility.
• Netherlands affiliate of a Chilean family office in a minority investment in Andes Bio Global Inc.

Maritime

• From 2001 to 2018, Silversea Cruises Ltd and its principal shareholder, Heritage Cruise Holding Ltd., as general outside counsel on a variety of transactional and regulatory matters, including new vessel construction and Italian export credit financing arrangements, sale and leaseback transactions, vessel acquisition and chartering agreements, and various financing and refinancing arrangements, including fleet financing and high-yield debt, advice on cruises to Cuba and other US sanctions matters, and acquisition of regional cruise lines (Canodros/Ecuador); and Heritage Cruise Holding in the sale of a two-thirds equity interest in Silversea to Royal Caribbean in 2018 and the sale of the remaining one-third interest to Royal Caribbean in 2020
• NYK on the sale of Crystal Cruises
• Sitmar Cruises on the sale to Princess Cruises
• Wartsila Marine and the Finnish Guaranty Board in financing of the SS Monterey and litigation concerning the lifting of the automatic stay in bankruptcy and arrest and foreclosure sale of the vessel
• Credit Suisse in connection with financings secured by a fleet of Jones Act qualified tugs and barges
• Several high-net-worth clients in the acquisition and construction of yachts

Chemical

• Kemira Oyj in a carve-out asset sale of commercial dyes, pigments, and colorants used in a wide variety of paper grades, paper products, and industrial processes to ChromaScape
• Kemira Oyj in the acquisition of assets from Cytec and 3F Chimica Americas, Inc.

Telecom/Electronics

• Roblon US Inc., the US subsidiary of Roblon A/S in Denmark, in its first US acquisition from NEPTCO Inc. and in a follow-on transaction with NEPTCO Inc. concerning the acquisition and licensing of machines and related technology
• Millicom International in a $510 million acquisition of Central American cable companies
• Millicom International in the acquisition of a Honduran wireless telecom company plus expansion of licensing rights
• Development and sale of mobile telecom operators in Venezuela and El Salvador

Industrial

• Trillium Flow Technologies, a portfolio company of private equity firm First Reserve, in its acquisition of Termomeccanica Pompe, a supplier of related spare parts as well as the related maintenance and after-sales services

Latin America

• A US equity investor in a private placement in a Brazilian company
• A European company in the acquisition of two maquiladoras in Mexico and related supply agreements
• Silversea Cruises Ltd. in the acquisition of Ecuadorian cruise line Canodros S.A.
• A social entrepreneur in an exit transaction involving a Peruvian regulated microfinance institution and a portfolio company of an impact investment private equity firm in the acquisition of a loan portfolio in Mexico
• A US tower company on the international compliance due diligence in connection with the acquisition of a tower company in several Latin American jurisdictions

International Finance

• Bank of America Merrill Lynch (BAML) as underwriter on a $250 million senior secured note offering issued by a Delaware statutory trust under Regulation S and Rule 144A for the benefit of Energoatom, a state-owned nuclear energy company and the largest electricity producer in Ukraine; the notes benefitted from OPIC political risk insurance and a sovereign guaranty from the government of Ukraine, which resulted in the cost of borrowing being lower than available to the government of Ukraine

Renewable Energy

• Multiple solar power companies in analyzing regulatory and trade issues, including CFIUS, forced labor, and AD/CVD anti-circumvention matters and the negotiation of contracts relating to the allocation of risk relating to these issues
• Multiple offshore windfarm developers on Jones Act and CFIUS issues
• Spark+ Africa Fund/Enabling Qapital in several clean energy financing transactions in Africa involving clean cooking stoves and related carbon offsets

International Regulatory

• Member of Russia-Ukraine and US China Conflicts Task Force and advise on sanctions and risk management issues relating to same.
• Public and private companies in internal investigations concerning alleged Foreign Corrupt Practices Act export control, sanctions, and antiboycott violations; helped design post-investigation compliance programs
• Both buyers and sellers in M&A due diligence on international compliance matters and post-acquisition integration
• Public and privately held companies on code of conduct design and compliance programs in connection with international regulatory issues
• US and foreign clients on clearance of transactions with CFIUS under the Defense Production Act
• US and foreign clients in voluntary self-disclosure actions, civil administrative litigation, and settlement of enforcement cases brought by the US Departments of Commerce, State, and Treasury relating to alleged violations of export control, sanctions, and antiboycott regulations
• Assisted in successful defensive litigation of Amazon, DSV, and Seaboard Marine with respect to claims brought under the Helms Burton Act alleging trafficking in confiscated property in Cuba

Impact Investing (Pro Bono)

• Boston Impact Initiative Fund in the formation and $20 million note offering of Boston Impact Investment Fund II LLC, a community-centered, integrated capital fund that will double down on Boston Impact Initiative’s mission of building a sustainable, inclusive and equitable economy for communities of color
• Boston Ujima Project, a project of the Center for Economic Democracy, a 501(c)(3) organization, in its $4.5 million offering of three classes of limited recourse investor notes to fund its social impact investing through the Ujima Fund; through a participatory planning and investment process, the fund will make loans and equity investments in social enterprises, real estate, charitable organizations, and community groups, while providing opportunities for accredited and nonaccredited investors to invest in community-directed initiatives
• Boston Impact Initiative Fund and Ujima Fund in the restructuring and additional $365,000 in new funding of CERO Cooperative, an award-winning commercial composting company based out of Dorchester, Massachusetts; CERO provides food waste pickup and diversion services for a wide range of commercial clients in the metro Boston area, and transports compostables to local farms where they are recycled into rich soil products used to support the local agricultural economy
• Jewish Vocational Service on the third pay for success (PFS) contract in Massachusetts—the first PFS project in the United States to focus exclusively on workforce development
• Habitat for Humanity International in the creation of the $100 million MicroBuild Fund, which won an OPIC Access to Finance Award and the Financial Times Innovative Lawyers Award for Social Responsibility in 2016