Commercial & Corporate
- Business formation and structuring.
Formed numerous corporations, limited liability companies, partnerships, joint ventures and multi-layered entities, and advised clients with respect to requirements and implications, including tax ramifications, of each form of entity
- Commercial Agreements.
Reviewed, negotiated, and counseled clients with respect to, commercial agreements by and among commercial entities, with suppliers, vendors, contractors, consultants, employees, licensees, licensors and customers.
- Confidentiality agreements.
Reviewed, negotiated and drafted confidentiality agreements between business entities and employees, consultants and advisors.
- Counseling shareholders, directors and officers.
Counseled shareholders, directors and officers with respect to corporate maintenance and governance, rights and obligations, and the various transactions and issues that arise daily in the corporate and commercial context.
- Creditors' rights.
Advised creditors and insolvent entities with respect to rights in bankruptcy and other insolvency proceedings.
- Employer/employee relations.
Advised employers and employees with respect to rights and obligations of each in the workplace, including discipline, discrimination and harassment, employee rights, severance and termination issues, and electronic communications policies.
- Employment and severance agreements.
Reviewed, negotiated and drafted employment agreements, representing employers and employees; counseled clients with respect to tax effects of various forms of payments and employment arrangements.
- Executive compensation.
Drafted compensation plans for executives, and advised employers and employees with respect to executive compensation and related tax issues.
Represented clients in devising franchise arrangements, prepared franchise agreements, obtained necessary regulatory approvals, and advised franchisors and franchisees with respect to their rights and obligations.
- Investment funds.
Advised client with respect to establishment of an investment fund to invest in Internet and electronic commerce companies. Loan transactions and workouts. Reviewed and negotiated loan agreements and workout arrangements with institutional lenders in secured and unsecured financings, and assisted clients with compliance with lender requirements; reviewed, negotiated and drafted loan agreements among clients and non-institutional lenders; represented borrowers in multimillion dollar Industrial Development Agency bond issuances and financings, and in Small Business Administration loans to finance acquisitions; counseled clients with respect to tax effects of loan arrangements and workouts.
- Mergers and acquisitions.
Reviewed, negotiated and drafted agreements, structured transactions for maximum tax efficiency, conducted due diligence and supervised all closing requirements, for sale and acquisition (outright, of a controlling interest in or by way of merger) of entities in a variety of businesses, including the following:
- Professional practices, including medical, dental and accounting practices;
- Online information delivery;
- Radio stations;
- Golf courses;
- Publishing companies;
- Cable franchise systems;
- Satellite telephone systems;
- Jet aircraft;
- Railroads and bus companies;
- Shopping malls; and
- Independent record distribution companies.
- Private placements.
Prepared offering documents for the sale of securities and issuance of financing instruments by privately held companies, including regulatory filings, preparation of corporate documents and compliance with closing requirements.
- Public offerings.
Counseled companies in connection with initial public offerings, negotiated underwriting agreements and represented companies acquiring publicly held companies.
Advised companies with respect to the corporate and tax aspects of reorganization, and prepared all documentation, securities and tax returns in connection with the reorganizations.
- Shareholder agreements and disputes.
Reviewed, negotiated and drafted shareholder agreements and counseled shareholders with respect to disputes concerning shareholder agreements and corporate governance.
- Stock option plans.
Prepared stock option plans, agreements and grant documents, counseled companies and employees with respect to rights under and tax aspects of stock option grants.
Counseled clients with respect to the tax aspects of routine and extraordinary activities, defended clients in New York State and IRS audits, petitioned for tax relief before various courts, local, state and federal authorities, and assisted clients and their accountants in structuring entities and transactions for maximum tax efficiency.
Represented technology companies in the full range of corporate transactions, licensing arrangements and employment and compensation issues (see our Information Technology practice).
- Venture capital and corporate finance.
Represented investors and companies in venture capital transactions, including review, negotiation and drafting of relevant documents; instruments have included stock, debt, convertible preferred stock, warrants, bridge financings and convertible notes, and related agreements providing registration rights, preemption rights, co-sale rights, and other extraordinary shareholder privileges.
- Enforcement of Arbitration Award
Successfully obtained an affirmance by the New York Supreme Court, Appellate Division, First Department of a judgment enforcing a $5,000,000 award following a 6-day arbitration award to a former partner of a disbanded law firm. The court held that even attorneys who have been disbarred or suspended are entitled to an accounting of fees for previously rendered services, and in this case the attorney was not at the time, and ultimately was never, disbarred or suspended.Wittels v. Sanford (Index No. 652479/14).
- Enforcement of Note; Fraud Defense
Enforced a promissory note in connection with a multi-million dollar stock sale asserted as a counterclaim in purchaser’s action for fraud. After trial, New York’s State Supreme Court Justice, sitting in the Commercial Part, held that our client had not committed any fraud and, except for minor adjustments to the purchase price allowed for in the Stock Purchase Agreement, held that our client was entitled to payment of a $2,000,000 promissory note delivered by purchaser at the closing and was further entitled to payment of $300,000 for unpaid wages under the accompanying employment agreement as well as interest amounting to over $1,000,000 and legal fees to be determined. The case twice went to the Appellate Division. J.A.O. Acquisition Corporation v. Jeffrey D. Stavitsky (Index No. 604798/99).
- Fraud Defense
Successfully defended an electronics manufacturer in an action brought by an investment consultant for fraud, breach of fiduciary duty and breach of an alleged joint venture agreement arising out of an acquisition of a former East German manufacturing concern. After trial, all of the plaintiff’s claims were dismissed except for an undisputed claim for a consulting fee. Schubert v. Marwell, 218 A.D.2d 693, 630 N.Y.S.2d 547 (A.D. 2nd Dep't. 1995).
- Contract Claim
Obtained $1.35 million jury verdict for West Mill Clothes, Inc. in New York State Supreme Court in action for breach of sales contract and breach of warranty regarding defective tuxedos. Settled on appeal. West Mill Clothes, Inc. v. Kuffner Textile Corporation, No. 97 Civ. 605505 (N.Y. Sup. Ct. 2001).
- Unfair Practices Defense
Successfully represented franchisor in appeal from judgment granting recovery of real property, inventory and equipment previously owned by franchisee. The Appellate Division held that the franchisor had not engaged in unfair business practice forcing franchisee into default by opening competing 'super store' near franchisee. Aid Auto Stores v. Seymour's Auto Supply, 235 A.D.2d 417, 652 N.Y.S.2d 86 (A.D. 2nd Dep't. 1997).
- Jurisdictional Defense
Represented the appellee in a shareholder’s derivative suit commenced pursuant to the Delaware Sequestration statute. In this landmark decision, the United States Supreme Court held that Delaware’s assertion of quasi in rem jurisdiction, based solely on the statutory presence of property in Delaware unrelated to the underlying cause of action (dual situs of stock), violated the due process clause of the United States Constitution and held that the principles of International Shoe Co. v. Washington, 326 U.S. 310 (1945), would be extended to govern assertions of quasi in rem as well as in personam jurisdiction. Shaffer v. Heitner, 433 U.S. 186 (1977).
- For Representative Cases involving Employment Law, click here.
Property Tax Defense
Successfully represented a major media company in obtaining property tax refunds totaling over $1.1 million in a litigation against the City of New York and the New York State Office of Real Property Services. N.Y. Supreme Court, Albany County (2004).
Obtained summary judgment dismissing claim that 3M Global Trading, Inc. (3M) was co purchaser of manufactured goods. 3M’s role in transaction was limited to financing purchases by opening letters of credit. Knic Knac Agencies v. Masterpiece Apparel, 1997 U.S. Dist. LEXIS 1180 (S.D.N.Y. 1997), 1999 U.S. Dist. Lexis 3267 (S.D.N.Y. 1999).
Successfully represented defendant in action in which New York Court of Appeals held that existence of a relationship between defendant and banking institution at which a letter of credit had been opened was insufficient to support the exercise of in personam jurisdiction over defendant. Nemetsky v. Banque de Dev. de La Republique DU Niger, 48 N.Y.2d 962, 425 N.Y.S.2d 277 (1979).
Representing cable television company in New York State on tax matters currently and for many years, including case that first established that cable television service may not be taxed as telephone or telegraph service. Manhattan Cable TV Services, Div. of Sterling Information Services, Inc. v. Freyberg, 49 N.Y.2d 868, 427 N.Y.S.2d 933 (1980).
Additional areas of expertise in commercial litigation include:
Antitrust (Civil). Represented plaintiffs in group boycott and commercial bribery cases.
Antitrust (Criminal). Defended against criminal claims of price fixing and bid rigging in electrical contracting, concrete, asphalt, milk and matzoh industries.
Attorney Discipline. Represented attorneys accused of breaches of professional ethics.
Contract Disputes. Represented publisher in author’s claim that royalty was payable when publisher assigned its agreement as part of a sale of assets.
Insurance. Represented companies and individuals in insurance coverage disputes.
Libel Defense. Defended against libel claims brought against newsletter publishers.
New York Stock Exchange Arbitrations. Represented investors in claims against brokerage firms.
Product Liability. Represented defendants in product liability cases in the chemical, manufacturing, and related industries.
RICO. Defended against RICO insurance fraud claims.
Securities Law. Represented defendants in securities fraud disputes.
Tariffs. Represented importer of high-voltage electric cable in challenge to tariff assessment in United States Court of International Trade.
Taxation. Represented cable television companies in State and municipal sales, franchise and commercial rent tax disputes. Represented individuals in personal income tax litigation.
Prior results do not guarantee a similar outcome.