Representative Matters

Contractual Negotiations, Commercial Financing, and Secured Transactions
  • The firm represents numerous parties with respect to all manner of commercial transactions. Represented a multi-national advertising agency in extensive contractual negotiations with its largest clients, including the preparation of complex master services agreements. Negotiations on behalf of the agency have involved large pharmaceutical firms, major providers of electronics and other consumer goods, one of the world’s largest financial institutions, and other enterprise level counterparties

 

  • Represented a multi-national company in contractual negotiations and dispute settlements vis a vis multi-national media owners and other counterparties. These negotiations were both domestic and international, often requiring working with local counsel. Advised on the legal implications of client’s transactions in Latin America, created letter of credit arrangements to obviate credit risk and advised on and drafted a joint venture agreement between client and another multi-national advertising conglomerate.

 

  • Prepared and negotiated consignment and international distribution agreements for an international jewelry company, a luxury timepiece company, food and beverage companies, and a green cleaning products company. Matters involved perfection of purchase money security interests in inventory.
  • Advised airlines, other transportation companies and various financiers on a range of complex commercial financing transactions.
  • Prepared security agreements and promissory notes in connection with financing arrangements for various clients.
  • Represent oil and gas services company in negotiations with larger oil drilling construction companies and various “Big Oil” customers.
  • Advise a foreign government with respect to sovereignty, construction, litigation, contracts, taxation and real estate matters.
General Corporate and Transactional Matters; Mergers & Acquisitions
  • Represented a joint venture specialist agency handling out-of-home advertising business on behalf of one of the nation’s largest wireless telephone providers.

 

  • Counseled IT consulting business in its sale to a major Japanese Telecommunications company.

 

  • Represent minority shareholder in takeover and acquisition of licensing and branding business.

 

  • Represent Australian software company in the strategic acquisition of a US based software business.

 

  • Drafted and negotiated a strategic alliance agreement between two multi-national advertising conglomerates.

 

  • Advised an international jewelry company in joint venture negotiations with a Belgian diamond producer and jewelry manufacturer.

 

  • Represented luxury goods clients with respect to procuring celebrity endorsements for products.

 

  • Represented a consumer product manufacturing and distribution company in its sale for $60 million.

 

  • Represented Irish company with the acquisition of a US based subsidiary of a large multinational electronics company.

 

  • Represented a U.S. subsidiary of a public U.K. engineering firm in connection with a $22 million acquisition of a U.S. engineering firm.

 

  • Represented a London-based public relations firm in the acquisition of a U.S. public relations agency in order to expedite the foreign company’s U.S. expansion.

 

  • Represented several professional services firms in connection with mergers, sales, purchases and combinations of accounting practices.

 

  • Counseled a retail company in the sale of its business, property lease and inventory.

 

  • Advised multi-national advertising agency with respect to potential acquisition of European data collection business.

 

  • Represented a special-purpose acquisition vehicle in extending debtor-in-possession financing to a Chapter 11 restaurant chain. Advised on and created all documents necessary for a subsequent asset purchase under Section 363 of the U.S. Bankruptcy Code.

 

  • Advised corporate clients and management on various corporate transactional matters, including redemptions of shareholder or LLC membership interests, buy/sell arrangements, tax and employment issues, and asset and/or stock sales.

 

  • Counsel privately held businesses on dissolution, wind-ups, shareholder and partner disputes and disputes with members.

 

  • Create single- and multi-member LLCs and corporations and prepare related governance documents, including by-laws, partnership agreements, operating agreements, and shareholder agreements.

 

  • Advise several foreign companies in various industries on the formation of U.S. subsidiaries and related legal issues, including employment, taxation, contractual, inter-company, commercial leasing and immigration matters.

 

  • Advised foreign university with respect to the creation of national and regional charitable giving structures in the U.S., and provided related corporate and tax advice.

 

  • Advised numerous commercial clients in a wide variety of contractual negotiation matters relating to sale of goods, provision of services and licensing arrangements.
Employment; Tax and Pension
  • Represent employers and employees in various industries in the drafting and negotiation of employment and independent contractor agreements, including advising on restrictive covenant issues, 409(A) and other tax matters and compensation, and bonus and stock option plans.

 

  • Represent numerous clients faced with reduction in force (RIF) scenarios, advise on related releases, FMLA, WARN and other issues.

 

  • Routinely advise on tax aspects of foreign clients doing business in the U.S., including analysis of tax treaties, ramifications of the business entity choice, and permanent establishment threshold.

 

  • Advise and assist clients with significant IRS and New York State income and sales tax liabilities.

 

  • Represented national health bar company in the termination of an employee with ownership interest in the company.

 

  • Advise clients regarding conversion of C Corporation to S Corporation status and planning for “built in gain” taxation.

 

  • Structured (i) the repatriation of a foreign real estate corporation owned by a foreign trust for the benefit of U.S. beneficiaries, (ii) the liquidation of the foreign trust, and (iii) the ultimate conversion of the repatriated foreign corporation to Subchapter S status.

 

  • Advised European doctors regarding international tax structure for a genetic treatment of cells venture based in China.

 

  • Advised clients regarding compliance with FBAR filing and income reporting obligations with respect to foreign accounts and the temporary administrative amnesty program to cure compliance failures. Represented taxpayers in the U.S. with respect to voluntary compliance in the program for FBAR non-filers.

 

  • Represented pensioner in the administrative appeal of a denial of a claim for an increase in pension benefits under an employee pension benefit plan, resulting in an award of 98% of the claim.

 

  • Represented pensioner in the administrative appeal of a denial of a claim for death benefits under an employee benefit welfare plan resulting in an award of 100% of the claim ($1,100,000 in additional benefits).

 

  • Prepared business asset protection agreements for multiple mid- and high-level employees of numerous businesses where the focus is on enforceable restrictive covenants and intellectual property related provisions protecting clients’ confidential information, client base, other goodwill items, trade secrets and core technology.
Commercial Litigation, White Collar, Sports and Bankruptcy
  • Represented a sell-side investment banking firm with respect to a seven-figure advisory fee contested by an alleged co-adviser in connection with a private equity transaction. Matter involved extensive motion practice and ultimately a favorable settlement was achieved for our clients.

 

  • Represented founding Chief Technology Officer in a dispute with an employer, including equity ownership claims and the advancement of attorneys’ fees under Delaware corporation law. Negotiated favorable buy-out and structured settlement pay-out for client.

 

  • Represented victim of defamatory statements made by a radio shock-jock, earning favorable settlement from that individual and a major NY newspaper.

 

  • Represented claimant in arbitration with a former business partner, earning a favorable award at hearing.

 

  • Obtained full dismissal in the Southern District of seven figure claims against our client (an individual) and his Parisian modeling agency. Judge Abrams accepted our firm’s International Comity arguments deferring to a concurrent bankruptcy proceeding in the commercial court of Paris. Our firm was also of counsel to the French firm handling the Paris proceedings. Our opponent’s legal fees alone were nearing one million US dollars at the time of the Southern District’s decision.

 

  • Represent plaintiff in a AAA Arbitration in which we earned a $12 million award for client.

 

  • Represented a New York City digital agency in the litigation and ultimate settlement of a breach of contract matter following parallel litigation in New York and California.

 

  • Represented multiple entities with respect to breach of contract disputes, including disputes over unpaid fees and/or monies allegedly owed to independent contractors.

 

  • Represented professional football players in NFL arbitration’s and litigation matters. In one notable case, successfully defended two members of a mid-western team from NFL claims the athletes used prohibited substances. Firm attorneys successfully opposed certiorari proceedings at US Supreme Court level by the NFL.

 

  • Settled a mid-six-figure preference claim against client in a large retail bankruptcy matter for less than $10,000.

 

  • Successfully sued a Panamanian mining company on behalf of a Canadian plaintiff in Federal Court obtaining judgment for 100% of amount sought.

 

  • After achieving successful State Court result for civil litigant, worked with Manhattan DA’s office to have larceny charges brought against defendant. Resultant plea agreement involved full restitution for our client.

 

  • Regularly counsel clients on pre-litigation strategy, litigation avoidance, non-party discovery requests, and settlement options.
Hedge Funds and Securities
  • Advise on SEC and federal and state securities law compliance, securitizations and asset-backed financing structures for both registered and unregistered firms.

 

  • Facilitate the establishment of domestic and offshore funds and help to ensure compliance with federal and, where applicable, international laws and regulations, including issuing required disclosures.

REPRESENTATIVE CLIENTS

The firm represents domestic and international clients ranging from emerging small businesses to established multi-national corporations, as well as governments, educational institutions and non-profit entities. Representative clients include:

  • Aberdeen Asset Management
  • adMarketplace
  • Barry’s Bootcamp
  • Boylan’s Bottling Co.
  • The British Government
  • Cover More Insurance
  • The Economist
  • Kinetic Worldwide (WPP)
  • Media Rights Capital
  • NTT America Inc.
  • NTT Communications Corp.
  • Ocado
  • Outfront Media Inc.
  • Publicis Groupe S.A.
  • The Qatar Foundation
  • Raymond Weil
  • Sumitomo Corporation
  • University of Edinburgh
  • W. Grant & Sons
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