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Randolf W. Katz

fax +1 213.488.1178

Randy Katz serves as outside general counsel and special securities counsel to public and private companies in corporate finance, mergers and acquisitions, and corporate governance.

Randy assists entities domestically and abroad to work through unique and sophisticated matters, while also providing them with advice and counsel regarding compliance and regulatory concerns. Randy was formerly the managing partner of the Orange County, California, office of a national law firm and a member of its national executive committee.


A.B., University of California-Berkeley, Berkeley, California
J.D., University of California, Los Angeles School of Law, Los Angeles, California

State Bar Licenses

California, District of Columbia

Court Admissions

U.S. Court of Appeals, 9th Circuit
U.S. District Ct., C.D. of California
U.S. District Ct., E.D. of California
U.S. District Ct., N.D. of California
U.S. District Ct., S.D. of California


  • Represented a publicly-traded natural resources company in its amalgamation with a second publicly traded natural resources company. An innovative structure was devised to effectuate the transaction without it being categorized as a reverse merger from either an accounting or a securities disclosure perspective, as, on its face, the transaction appeared to fit squarely within those definitions. In connection with the structuring of the transaction, a fully analyzed fairness opinion was obtained and cleared with the Securities and Exchange Commission and with the senior exchange on which the resulting company’s common stock was subsequently listed for trading.
  • Represented a publicly-traded foreign corporation in a first-of-its-kind domestication transaction with The NASDAQ Stock Market, while employing a previously unused exemption under the Securities Exchange Act of 1934 for proxy and stock-for-stock exchange purposes.
  • Represented public and private companies in debt and equity financings in excess of an aggregate of $1 billion.
  • Structured reverse-split transactions for a variety of publicly-traded companies in a manner that preserved the aggregate number of “round lot” equity holders for public market compliance purposes; obtained approvals from DTCC, The NASDAQ Stock Market, and the New York Stock Exchange for that structure.
  • Structured a series of two-step transactions for publicly traded companies that resulted in their effectuating reverse splits coupled with increases in the number of their authorized but unissued shares of common stock, in each case without requiring stockholder approval for either part of the transactions; obtained approvals from DTCC, FINRA, and the Securities and Exchange Commission for that structure.
  • Represented various public companies in connection with FINRA investigations regarding securities placements or unusual trading patterns.
  • Represented various individuals in connection with Securities and Exchange Commission investigations regarding unusual trading patterns.
  • Represented an international equipment manufacturer and its principals in the prosecution (through a cross-complaint) of a multimillion-dollar fraud, conversion, and corporate dissolution matter. Litigated the matter for more than two years and obtained court-ordered dissolution of the plaintiff’s company, forced the plaintiff’s majority shareholder into personal bankruptcy, and obtained a full defense judgment for the client and its principals in the original action.
  • Was involved in the negotiation and structure of a complex lease and joint venture agreement for the initial exploration and the subsequent option to acquire and conduct a joint venture operation for the redevelopment of a historic Colorado underground precious metals mine. The transaction involved 11 separate agreements to cover all aspects of the series of transactions. Used extensive deal/financing structure experience to implement the client’s status as operator of the joint venture.