Our Management Team:
Nina L. Dunn — Managing Director
Nina Dunn has more than thirty-five years of experience in international trade and investment, securities and defense and national security matters. She has advised domestic and international corporations with respect to a wide range of corporate issues, achieving favorable results from government agencies, including the US DOS, DOD, DOJ and SEC.
Ms. Dunn has designed and implemented industry-leading ethics, FCPA and antitrust programs and led risk and crisis management teams.
Ms. Dunn’s work is complemented by a strong business and finance orientation; she is skilled at negotiating and structuring transactions to achieve corporate objectives.
Areas of Concentration
- Mergers and acquisitions
- Corporate restructuring and integration
- Corporate governance
- Domestic and cross-border ethics and compliance
Significant Representations
- In a contested auction, acquired two business units of a large US defense contractor through a forced divestiture on antitrust grounds. Key issues involved convincing DOD to accept a small acquirer and for DOJ to reject a foreign competitor.
- Stock-for-stock acquisition of an international public holding company involving registration and/or conversion of a variety of instruments. Matter involved disposition of one subsidiary to a less than willing controlling shareholder.
- Cash for assets and stock acquisition of Canadian division and UK subsidiary of non-US defense contractor. Key issues involved tax planning and interpretation of accounting practices.
- Acquisition of two privately held Western European corporations for cash and stock with planned reorganization to make transactions accretive.
- Acquisition through privatization of Eastern European manufacturing company. Key issues involved negotiation of ongoing investment obligations and granting of a profit tax holiday. Second acquisition in a different Eastern European country aborted at a late stage due to crisis in Balkans.
- Joint venture involving medical device company and subsequent dissolution and sale.
- Two public offerings of medical device company, representing underwriter.
- On behalf of hospital, structuring and offering of equity interests in an entity formed by the hospital, qualifying physicians and a third-party investor. Key issue involved negotiating with the SEC regarding treatment of securities.
- Tax-motivated creation of a pharmaceutical manufacturing facility in Puerto Rico.
- Contested acquisition of assets through bankruptcy proceeding involving three lead banks and numerous other creditors and requiring the novation of government contracts.
- Acquisition of stock immediately prior to bankruptcy involving individual negotiations with numerous creditors and shareholders.
- Sale to Western European acquirors of US chemical company and US component manufacturers.
- Roll-up and subsequent offering of thirty-six automobile dealerships.
- Variety of financial institution public offerings, representing underwriter.
Professional and Community Involvement
- New Jersey State Bar Association, Director, Corporate and Business Law Section (1994—1998); Member, Legal Opinion Committee (1990—1994).
- American Bar Association, Member, Negotiated Acquisitions Committee (1997—2002).
- Business Executives for National Security, NJ Operating Council (2002—2009).
Articles, Publications, and Lectures
- Seminar and conference presentations include: “Cross-Border Transactions—The Landscape, the Risks, the Process,” “The Pitfalls and Promise of Due Diligence,” and “Getting Ready to Go Public.”
- Legal publications include: “Advice to the US Corporation Operating Abroad: The Costs of Transporting Information,” ASILS International Law Journal (1986); “Put the Top Back on the Convertible: An Argument for a More Traditional Approach to Debentures,” The Journal of Corporation Law (1986); “Defense Witness Immunity in the Third Circuit,” Rutgers Law Review (1984).
- Business publications include numerous articles on the protection of corporate information, technology assessment, compensation planning, database management, operation of multinational corporations, risk assessment et al.
Education
- J.D., cum laude, Rutgers University School of Law, Newark, NJ, 1985. Rutgers Law Review, Articles Editor; recipient, Faculty Senior Prize for Greatest Achievement and Promise; recipient, Morris Gann Prize for Evidence. Adjunct professor teaching contract drafting (1986-87, 1988-89, 1990-91).
- M.A., Columbia University, New York, NY, 1970. Studied sensory processing and signal detection theory under a Columbia University Faculty Fellowship given by the Department of Psychology.
- B.A., magna cum laude, Pennsylvania State University, University Park, PA, 1968. Degrees earned in English and psychology. Phi Beta Kappa.
Admitted To Practice
- New Jersey
- New York
- District of Columbia