Increasing complexity, volatility, and uncertainty. These are some of the challenges that our clients face each day.
And our clients call us when they want help to not merely survive but lead in today’s market.
We are a team of attorneys from the top law firms and schools in the nation. But that doesn’t mean we give advice from ivory towers. We are business-minded attorneys who make things happen. Whether it’s starting a company, raising capital, creating a patent portfolio, negotiating a sophisticated talent deal, making a series of company acquisitions, or negotiating a company sale, our clients look to us to advise them and to make deals . . . not kill them.
Corporate Practice Group
Head of Los Angeles
Jerome Fogel is the co-founder of Fogel & Potamianos LLP. He is known as a dealmaker and innovator in the legal community. He represents successful entrepreneurs as well as high-profile individuals in sports and entertainment, specializing in building and protecting their companies and legacies. He also serves as the go-to general counsel for a number of organizations. He has participated in over 50 corporate, non-profit, and entertainment transactions including company formations, buyouts, sales of companies, equity financing, high-profile partnerships, talent agreements, digital music distribution, television distribution, publishing, event licensing, and commercial transactions.
Jerome was previously in business development, including GE Money Bank and Graziadio School of Business at Pepperdine University. He was also a Summer Associate with Paul Hastings LLP in Los Angeles and in private practice. Jerome lives in Los Angeles and is married to his beautiful bride Sheri. He is currently studying spiritual theology at Talbot School of Theology and is passionate about writing, boxing, fitness, fantasy football, and travel.
Corporate Practice Group Chair
Head of Austin
Constantine S. Potamianos is the co-founder of Fogel & Potamianos LLP. Constantine is an experienced business lawyer who has counseled public and private companies on a broad range of corporate and securities matters including business entity formation, public and private offerings, mergers and acquisitions, securities registration, SEC compliance, exchange listing requirements and corporate restructurings. In a general corporate advisory context, he has assisted emerging and established companies with business strategy, corporate governance issues, distribution and marketing issues, contractual matters, business negotiations, joint venturing arrangements, real estate matters, technology licensing, employment and compensation matters, and proprietary rights and non-disclosure matters. In a financing context, he has successfully completed numerous angel financings, venture capital raises, private equity financings, private placements, PIPEs, initial public offerings, reverse mergers/alternative public offerings and secondary public offerings.
His experience covers a number of industries, including finance, technology, energy, real estate and manufacturing. On the technology front, he has worked with information technology, e-commerce, telecommunications, semiconductor, biomedical, biotech and power storage companies, to name a few. In the energy industry, Mr. Potamianos has worked with companies in the oil and gas, geothermal, biofuels, electric, wind and solar sectors. In manufacturing, he has worked with a diverse range of companies, from an international chalkboard/whiteboard manufacturer to a manufacturer of advanced plug-in hybrid propulsion systems. In many cases, Mr. Potamianos has acted as outside General Counsel for companies, advising on governance issues, structuring acquisitions and divestitures, handling multiple rounds of financing, facilitating employment arrangements, handling real estate matters, preparing numerous commercial agreements and, when necessary, managing litigation strategy.
Mr. Potamianos has also advised companies and debt holders in bankruptcy and corporate restructuring matters, ranging from large cases such as the Enron, Kmart and NorthWestern bankruptcies to smaller corporate restructurings. He has completed Section 363 sales and acquisitions, worked with liquidators to dispose of assets and retail locations, worked to restructure debt obligations and arranged DIP financing. In the process, he has worked with creditors committees, indenture trustees, debtors and acquirors as well as appeared on behalf of clients in court.
Having served in the U.S. Army, as a systems analyst in the private sector, as an administrative officer in the federal government, and as the co-founder of an information systems consulting company and a RF (radio frequency) engineering services company, he brings a broad, multi-disciplinary understanding to the practice of corporate law with a strong focus on effectively moving his clients’ business objectives forward.
Mr. Potamianos most recently served as Chief Strategy and Legal Officer of The IPN, Inc., which develops and commercializes diverse intellectual property assets. Immediately prior to that, Mr. Potamianos served as Chief Legal Officer and General Counsel of AudioEye, Inc., which focuses on creating voice-driven technologies that improve the mobility, usability and accessibility of all Internet-based content through proprietary patented voice infrastructure technology.
Mr. Potamianos previously served as the Co-Leader of the Corporate Practice Group at Duval & Stachenfeld LLP, a noted New York law firm that provides high-end legal representation primarily to large institutional clients and hedge funds. Prior to that, Mr. Potamianos was with the Corporate and Securities group at Greenberg Traurig LLP, an international law firm with offices across the United States, where he worked with clients both domestic and international.
Mr. Potamianos also served as Vice President – Investment Banking and team leader for the Internet/Networking Group of a New York-based merchant banking firm where he negotiated and structured acquisitions, principal transactions as well as private equity placements with numerous public and private companies, during which time he also served on the boards of directors of various portfolio companies.
Representative transactions that Mr. Potamianos has completed include:
Completed initial public offering and national market listing for a British technology company.
Successfully managed a North American and European solar power company’s going public through a reverse merger transaction coupled with a PIPE capital raise.
Successfully completed a series of domestic and foreign stock and asset acquisitions for a NYSE-listed manufacturing company.
Assisted an emerging technology company in securing substantial start-up funding and introduced a strategic technology partner.
Successfully completed a bid out of bankruptcy for the assets of a national specialty retailer.
Successfully managed a leading community-based wind power company’s going public through a reverse merger transaction coupled with a PIPE capital raise.
Successfully completed the restructuring of the senior notes and senior discount convertible notes of a major international industrial company.
Completed significant sequential venture capital transactions for an optical chip company.
Successfully restructured the unsecured medium-term notes and senior debentures of a major Midwestern utility company to common equity in the reorganized debtor.
Completed the debt restructuring of a major regional manufacturer.
Successfully managed a plug-in hybrid technology company’s going public through a reverse merger transaction followed by sequential PIPE capital raises, concluding with the sale of the company to a major vehicle manufacturer.
Completed a number of secondary public offerings for an established medical technology company.
Successfully represented the indenture trustee and property trustee for the trust preferred securities (TOPRS) and six underlying issues of notes, two of which will receive the highest recovery of any claims in the case, in one of the leading energy company bankruptcies on record.
Successfully completed an initial public offering for an emerging technology company in a challenging IPO market.
Mr. Potamianos is admitted to practice in the District of Columbia, the State of New York, the State of Texas, the U.S. District Court for the Eastern District of New York, the U.S. District Court for the Southern District of New York and the U.S. Supreme Court.
Corporate & Securities
Mergers & Acquisitions
Outside General Counsel and CFO Support Services
Bankruptcy and Business Reorganizations