• Ben D. Orlanski

    Chair, Business, Finance and Tax Division
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    Los Angeles
    Direct: 310.312.4126
    General: 310.312.4000
    Fax: 310.312.4224


    University of California Los Angeles School of Law, J.D., 1995.
    Order of the Coif.
    Chief Comments Editor, UCLA Law Review. Author: “Whose Representations Are These Anyway? Attorney Prospectus Liability After Central Bank,” 42 UCLA Law Review 885, 1995.


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

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


    Ben Orlanski is chair of the firm’s Business, Finance and Tax division. His 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, REITs, media, financial services, investment banking, manufacturing and consumer products, involving aggregate transactions valued in the billions of dollars.

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

    Mr. Orlanski has been selected as a “Southern California Super Lawyer,” 2009 through 2015, and a “Rising Star, California Super Lawyer,” 2004 – 2007.

    Representative Matters

    • Capital Formation and Securities. Mr. Orlanski has significant experience in managing, structuring and executing sophisticated securities and capital raising transactions. His approach reflects understanding of market operation, well-designed capital structure and the practical realities of the capital raising process. He represents public companies and investors in public offerings, registered direct transactions, self-tenders, warrant exchanges/flush transactions, recapitalizations, defensive strategies and secondary offerings. He also advises clients on corporate finance transactions for private businesses, ranging from venture capital and private placements to public offerings and debt restructurings. Capital markets activity includes transactions for Douglas Emmett, Inc., Stamps.com Inc., Digital Turbine Inc., Superconductor Technologies Inc., and hopTo Inc.
    • Mergers and Acquisitions. Mr. Orlanski has completed scores of transactions representing buyers, sellers, investment bankers and financiers through all phases of the M&A process. He is actively involved in planning, structuring, negotiating and documenting strategic merger and acquisition transactions as well as dispositions of sophisticated enterprises. Representative matters include Budget Rent a Car of Southern California in its sale to Avis Budget Group; Stamps.com in its pending acquisition of Endicia, as well as in the acquisitions of ShipStation and Interapptive; and Digital Turbine in its acquisition of German search engine technology company Xyologic Mobile Analysis GmbH and the merger registration statement for Digital Turbine’s acquisition of Appia Inc.
    • General Counsel, Public Reporting and Strategic Advice. Mr. Orlanski acts as outside general counsel for numerous public and private companies, applying a business-like approach to produce practical legal solutions to both day-to-day and exceptional legal challenges. In representing his public clients, Mr. Orlanski has successfully guided the public reporting process for clients facing accounting and SEC challenges, proxy contests, cash flow issues, litigation, shareholder activism and strategic alternatives. Mr. Orlanski frequently advises on issues related to compliance with insider trading laws and major compliance challenges. He also represents boards of directors and special committees of public companies in special situations, including “interested” transactions, investigations, executive succession planning and sensitive corporate governance issues. Recently, Mr. Orlanski represented Superior Industries International in its 2014 winning proxy contest with Mario Gabelli’s Gamco family of funds.
    • IP Transactions. With a significant understanding of the role IP plays in developing and maintaining enterprise and market value, Mr. Orlanski has counseled companies and investors in connection with IP-driven monetization and value extraction transactions.
    • Executive Employment Matters. Mr. Orlanski represents both companies and senior executives in their compensation and employment agreements. Mr. Orlanski has experience handling the delicate process of negotiating the departure of top executives.

    Honors & Awards

    Southern California Super Lawyer, 2009 and 2015.

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

    500 New Stars, New Worlds, Lawdragon, 2006.

    3000 Leading Lawyers in America, Lawdragon, 2006


    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