• Ben D. Orlanski

    Partner
    Corporate & Finance
    Capital Markets
    borlanski@manatt.com
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    Los Angeles
    Direct: 310.312.4126
    General: 310.312.4000
    Fax: 310.312.4224

    Education

    University of California Los Angeles School of Law, J.D., 1995.
    Order of the Coif.
    Chief Comments Editor, UCLA Law Review.

     

    Swarthmore College, B.A, with high honors, 1990.
    Phi Beta Kappa.
      

    Bar Admissions
    California
    • Profile
    • Representative Matters
    • Honors & Awards
    • Publications
    • Memberships & Activities
    • Speaking Engagements

    Profile

    Ben Orlanski’s practice focuses on major corporate transactions and strategically solving critical business challenges.  He has significant experience in mergers and acquisitions; capital markets transactions; venture capital; private equity; leveraged buyouts; special committee, board of directors and general corporate representation; and corporate governance.  His experience covers a wide range of industry sectors, including internet, software, technology, media, financial services, investment banking, manufacturing and consumer products, involving aggregate transactions valued in the billions of dollars.

    Mr. Orlanski has been involved in several noteworthy transactions, including the 2010 “Out-of-Court Reorganization of the Year,” as named by The M&A Advisor for work to restructure Allied Cash Advance, LLC, and a “Deal of the Year” for the sale of RIA Envia, Inc. to Euronet, Inc in a $510 million transaction that closed in 2007.

    Other noteworthy engagements include the sale of The Mighty Ducks of Anaheim professional hockey club to Dr. Henry Samueli, and the sale of MaxPreps.com, a high school sports website, to a CBS Sports company.

    Mr. Orlanski is former co-Chair of the Business Law Update of the Los Angeles County Bar Association and has published articles addressing the majority voting movement, tender offers, securities liability and the practical aspects of Section 409A for emerging companies.

    Mr. Orlanski has been “Southern California Super Lawyer,” 2009 and 2010, and a “Rising Star, California Super Lawyer,” 2004-2007.

    Representative Matters

    • Private mergers, acquisitions and leveraged buyouts, including StrataCare, in its sale to ISG Holdings and other private equity funds; RIA Envia, Inc., in its sale to Euronet, Inc., a transaction named "Deal of the Year" by the Mergers and Acquisitions Advisory Board; the sale of The Mighty Ducks Hockey Club to Dr. Henry Samueli; MaxPreps.com in its acquisition by a CBS Sports company; Mitsui (USA) in its acquisition of GenSelf Corporation; Apptimum, Inc. in its acquisition by Microsoft; Superior Industries International, Inc. in its sale of an aluminum components division to Saint Jean Industries; Covenant Care, LLC in its recapitalization; Broadcom Corporation in its acquisition of M-Stream; Capital Entertainment Enterprises, in its acquisition by First Look Media, Inc.; management representation in the leveraged buyout of Otis Spunkmeyer, by Code Hennessey; a series of software acquisitions for Exigen, Ltd., an enterprise software company; and eToys' acquisition of BabyCenter.
    • Capital markets transactions for Superconductor Technologies Inc., Pinnacle Entertainment, Inc., Herbalife International, Thrifty PayLess and a global toy manufacturer.
    • Representation of various financial services firms in connection with opinion, private equity and financial advisor engagements, including representation of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. in connection with Income Deposit Securities transactions.
    • Private financings of various early stage companies, including Arizona Bay Technology Ventures (and related investments in ProPlayer Connect, Grid.com, Brightsquid, Cloud Sponge, TrustMe.com, Spine Digital, Broker Processing Service and Phone Tag); Ripe Digital Entertainment, a video on-demand network; Mitsui Comtek in various investments; Exigen, Ltd; Consistent Capital, a hedge fund; Burly Bear LLC, a college-oriented entertainment network; and seeUthere Technologies, an enterprise event management company.
    • Public mergers and acquisitions, including the sale of Cygnus, Inc., Bell Industries sale of its electronics distribution division to Arrow Electronics; the acquisition of Alliance Imaging, Inc., by Apollo Management in a leveraged recapitalization; and Thrifty Payless's merger with Rite Aid.
    • Fund representation for Arizona Bay Technology Ventures, an early stage private equity fund; and TMC America, a real estate private equity fund.
    • General corporate representation and corporate governance advisory engagements, including for Superconductor Technologies Inc. and Integrated Surgical Systems, Inc.

    Honors & Awards

    Southern California Super Lawyer, 2009 and 2010.

    500 New Stars, New Worlds, Lawdragon, 2006.

    3000 Leading Lawyers in America, Lawdragon, 2006

    Rising Star, Southern California Super Lawyers, 2004-2007.

    Publications

    Co-Author, “Fixing Section 409A Tainted Options:  Tender Offers to Remedy the Fallout from Option Backdating,” Practical US/Domestic Tax Strategies, August 2007.

    Co-Author, “Majority Misrule: The Problem with Majority Voting for California Corporations,” Business Law Update, Winter 2007.

    Co-Author, “‘So Let it be Written’ the First Commandment of Successful Employee Equity Arrangement,” Business Law Update, Spring 2006.

    Co-Author, “Taking Central Bank of Denver Seriously,” Class and Derivative Litigation in the Reform Era, 6th Annual Institute, 1996.

    “Whose Representations Are These Anyway? Attorney Prospectus Liability After Central Bank,” 42 UCLA Law Review 885, 1995.

    Memberships & Activities

    Former Executive Committee member of the Los Angeles County Bar Association Business & Corporations Law Section.

    Admitted to practice in California.

    Speaking Engagements