-
Representative Matters of James Wolff
- Representation of a water filtration technology company in a Series A Regulation D offering in excess of $50 million.
- Representation of a consumer product technology company in defense of a Federal District court labor and employment lawsuit.
- Representation of a domestic software technology company in negotiating and drafting a multi-phase Master Services Agreement with an international sovereign government.
- Representation of multiple C-Suite executives of a software technology company in a corporate governance dispute matter.
-
Representative Matters of Jason Diener
- Advised a U.S.-based global insurance brokerage and risk management services firm on the cross-border tax structure for a reinsurance brokerage joint venture
- Reviewed and negotiated a “hydro-excavation” joint venture agreement involving a global asset management firm specializing in alternative investment strategies
- Analyzed foreign tax credit position of multinational silicone product producer
- Advised wholesale insurers on underwriting transactional tax insurance policies to private equity firms
- Counseled large Chinese company on restructuring a $95 million EB-5 project
- Advised non-U.S. individual on earnings-stripping structure for substantial U.S. real estate investments
- Performed PFIC and other tax calculations for numerous streamlined filing compliance procedures submissions
- Advised foreign national who is a U.S. resident on timing a stock sale to achieve favorable treaty-based position
- Advised high-profile individual on admission to celebrity restaurant joint venture
-
Representative Matters of Brian Daughney
- In 2020 and 2021 served as counsel in connection with the formation of numerous SPACs and their initial public offering with a gross offering value in excess of $800 million.
- Served as M&A counsel to a client in connection with the sale of over 75 national franchise locations for gross proceeds in excess of $55 million, additional sale transactions and acquisitions of new franchises.
- Assisted a client in the aviation industry in connection with a re-financing and corporate restructuring of a corporate family of related entities and assets with financing facilities from three separate lenders with an aggregate funding of approximately $75 million.
- Represented a private company and its founder in connection with a private equity firm investment with a valuation of $60 million. The transaction required a complicated corporate restructuring and conversion from an LLC to a C corporation.
- Acted as lead transactional counsel in a reverse merger between a publicly traded OTC client and a private company. In recognition of the successful outcome from representing the sell side, the post-sale management team retained Mr. Daughney and the firm for its corporate and regulatory matters.
- Assisted several broker-dealer clients in obtaining registration as broker-dealers in Israel and ongoing compliance matters.
- Served as SPAC counsel in connection with their “de SPAC” business combinations.
-
Representative Matters of Leron Thumim
- Acted as lead counsel representing a multinational FinTech company in a trademark dispute against a national bank through depositions, expert discovery, and mediation.
- Represented an investor alleging securities fraud and market manipulation in claims against national banks, prevailing on multiple motions to dismiss.
- Won an arbitration on behalf of former employees who had not been paid contractually-mandated success fees, obtaining an award that included attorneys’ fees and interest.
- Represented family owners of a high-end apartment building in a dispute against a contractor who was alleged to have engaged in self-dealing, breaches of contract, waste, and more.
- Represented several hedge funds in disputes against former asset managers and employees who breached their applicable agreements.
- Won release of a levy on investment property by a judgment creditor, on behalf of a first-secured creditor (Maryland Federal Court).
- Represented former chairman of for-profit private college in claims brought by labor union to enforce arbitration award against now bankrupt college; obtained dismissal on motion to dismiss of all but one claim. Represented same client and for-profit private college against claims brought by various merchant lenders seeking to collect on loans; obtained dismissal of claims on motion.
- Accepted a district court’s request to represent an inmate (pro bono) at Sing Sing Correctional Facility in a § 1983 prisoner civil rights case that alleged violations of the inmate’s Sixth Amendment right to be free from cruel and usual punishment. Ultimately secured necessary medical treatment for the inmate, along with a favorable, five-figure settlement.
- Successfully represented a parolee (pro bono) in a parole revocation hearing, securing treatment for the parolee in lieu of years of re-incarceration.
-
Representative Matters of Ian Shane
Anti-Avoidance Advice: Assisted an established U.S. business in structuring a new outsourcing operation in Asia, including advice on controlled foreign company issues, economic substance requirements, transfer pricing matters and advice on repatriation of profits back to the US.
Change of Control Tax Issues: Provided advice to a U.S. corporation with substantial carried forward NOL’s on potential ‘change of control’ issues arising from the conversion of loans into equity and the restructuring of its equity.
Inbound Investment Structuring: Represented a UK hospitality business in establishing an operation in the U.S. for the first time, including tax structuring and advice on federal, state and local tax issues.
International Tax Structuring: Structured the establishment of a subsidiary in New York of a broker/dealer business based in London. He effected a tax structuring involving a corporate blocker and an operating LLC so that profit interests could be given to employees. Advised owners of the business, who had not previously done business in the U.S. on all federal, state and city tax issues relating to their new U.S. subsidiary.
International Tax Structuring: Successfully assisted his client, a major apparel retailer in the Northeast U.S., in opening its first store outside of the country (Amsterdam). He performed all of the U.S. international tax work for the client, working closely with Dutch tax advisers. At the same time, he helped the client form a Mexican subsidiary for the Dutch holding company and acquired a garment production facility, equipment and workforce to produce the clothes for the client’s new European venture. Coordinated the Dutch, Mexican and U.S. components of the project and advised on U.S. international tax issues.
Litigation Settlement Tax Issues: Provided advice to a New York based private equity fund on the tax consequences of investing in litigation claims.
Mergers and Acquisitions: Acted for a U.S. subsidiary of a well-known Asian electronics company in a number of stock acquisitions in which the client made section 338(h)(10) elections to treat the stock acquisition as an asset acquisition for federal income tax purposes.
Representation Before IRS: Advised a variety of individual clients advising them regarding the disclosure of offshore financial accounts through the IRS’s Offshore Voluntary Disclosure Program and Streamlined Process.
Structured Financing: Represented a leading aviation services platform and top ten charter operator in a refinancing transaction resulting in it raising $60 million in equity and debt to fund a number of strategic initiatives.
Tax-Free Spin-Off: Advised a U.S. health care group on a tax free spin-off of its ambulance subsidiary to its shareholder as part of a corporate restructuring, and on golden parachute payments which arose as part of the restructuring.
Tax Structuring Share Transfers: Provided tax advice and structured a buy/sell agreement for an S corporation whereby a corporation purchases life insurance on its shareholders and all shareholders and the corporation enter into a buy/sell agreement so, in the event of a shareholders’ death, the corporation can use the proceeds of the life insurance policy to purchase the deceased shareholder’s shares from his or her estate.
-
Representative Matters of Kristin Garris
A few examples of Ms. Garris’s prior intellectual property experience include playing a crucial role in successfully representing:
- A well-known U.S. clothing brand in a priority and trademark dispute against a foreign competitor.
- A well-known record label in an opposition proceeding before the U.S. Patent and Trademark Office’s Trademark Trial and Appeal Board concerning use of the client’s mark by another company for electronic goods. The opposition proceeding went through trial and resulted in a decision in favor of the client.
- A well-known furniture retailer in a dispute with an Internet fan site.
- A major international bank with obtaining an injunction and damages and attorneys’ fees against a web site delivering full copies online of proprietary analyst reports of the client.
- The licensor/owner of a well-known brand of men’s clothing with an international arbitration proceeding against its trademark licensee in China. After conducting a full trial on liability, the team successfully obtained an arbitral award confirming the termination of the license, finding that the licensee materially breached the license agreement, enjoining the licensee's activities in China and dismissing the China licensee's counterclaim. The team obtained a damages award in the amount of $1.2 million, a permanent injunction including an order to return or destroy all remaining inventory, and an award of attorneys’ fees and costs. This arbitration award was later formally recognized by the Shanghai Number One Intermediate People's Court.
- Multiple companies in obtaining domain names through Uniform Domain-Name Dispute-Resolution Policy proceedings, including the following examples:
o WIPO Case No. D2014-0147 (carolinacarports.com) Mar. 25, 2014.
o WIPO Case No. D2013-0061 (timelessclassicvacations.com) Feb. 20, 2013.
o WIPO Case No. D2012-0167 (ikeamarket.net) Mar. 22, 2012.
-
Representative Matters of William Samuels
- Designed and successfully executed on global IP protection plan for start-up food company that was then purchased by Fortune 500 company
- Successfully enforced US and foreign copyright protections in the US and abroad for international textile designer
- Negotiated spokesperson and intellectual property deal for client to endorse products and services for Fortune 500 company
- Secured USPTO acceptance of hundreds of trademarks, including overcoming myriad refusals and issues related to applications
- Successfully defended start-up client in trademark infringement matter brought by international conglomerate
- Successfully enforced client’s copyright in Eastern District of New York
-
Representative Matters of Martin Siegel
Complex Commercial/Business Litigations
- Lead trial counsel defending large seafood importer against tortious interference and contract claims; after trial in SDNY, 90% of damages denied; dismissal of additional claims upheld by Second Circuit; pursuing post-trial motions to reduce judgment.
- Represented former high level sales manager and others in claims by global insurance broker seeking temporary restraining order and preliminary injunction alleging violation of non-competition and customer nonsolicitation agreements.
- Represented secured lender in federal court litigation seeking to vacate levy obtained by judgment creditor against guarantor of loan.
- Represented diet food delivery company in breach of contract action against competitor. Represented same client in breach of contract claims brought by supplier, and in discrimination claims brought by former employee.
- Represented former chairman of for profit private college in claims brought by labor union to enforce arbitration award against now bankrupt college; obtained dismissal on motion to dismiss of all but one claim. Represented same client and for profit private college against claims brought by various merchant lenders seeking to collect on loans; obtained dismissal of claims on motion.
- Represented one partner in real estate development company against breach of fiduciary duty claims brought by another partner.
- Represented Linda Lay, widow of Kenneth Lay, former Chairman of Enron Corp., in litigation against insurance company in dispute over annuity policies.
- Lead Trial counsel in AAA arbitration on behalf of investment advisory company sued by former employee for deferred and other compensation resulting in dismissal of virtually all claims.
- Prosecuted to favorable settlement action seeking in excess of $270 million in damages for breach of contract, tortious interference, conversion, and related claims in connection with breach of investment advisory agreement. Successfully defeated motions for summary judgment and preliminary injunction.
- Represented real estate developer in defense of proceeding for an accounting and damages brought by partner. After defeating summary judgment motion for an accounting, negotiated favorable settlement.
- Represented manufacturer of dental/medical devices in claims against inventor of technology products sold to corporation and defended against claims by inventor to regain control of valuable patents. After defeating motions for summary judgment, on eve of trial, favorably settled for nominal sum. Represented same client in prosecution of restrictive covenants in employment agreements and other intellectual property claims and against patent infringement claims.
- Represented doctor, and inventor of cancer patent, in litigating rights to intellectual property.
- Represented online advertising company in investigations by FTC and various state agencies.
Securities and Related Matters
- Defended public company and its officers and directors in securities class action. Obtained order dismissing complaint, without leave to amend, at the pleading stage.
- Obtained summary judgment dismissing securities class action complaint against public company and its officers and directors.
- Defended risk management officer of publicly traded insurance company in securities class action, and obtained order dismissing complaint at pleading stage.
- Represented numerous public companies and their principals in SEC investigations of, among other things, alleged false press releases and public filings. Represented targets of SEC and FINRA investigations and enforcement proceedings.
- Represented public company in securities fraud case brought by investment adviser, and obtained dismissal on motion to dismiss.
- Represented stock brokerage firm in purported class action by former broker alleging violations of state minimum wage and overtime laws, impermissible wage deductions and failure to pay earned commissions, and obtained dismissal at pleading stage.
- Represented stock brokerage firms and their principals and brokers in numerous FINRA arbitrations brought by customers.
- Represented stockbrokers in claims brought by their former firms based on promissory notes signed at beginning of employment.
Bankruptcy/Restructuring/Related Matters
- Represented trustee of Southside House LLC in Chapter 11 proceeding.
- Lead trial lawyer for Wilmington Trust Company, as indenture trustee for subordinated bondholders in the Tribune Company bankruptcy, including two contested confirmation hearings, allocation disputes and related hearings.
- Lead trial lawyer for XO Communications, Inc., a public company majority owned by affiliates of Carl Icahn, in a $100 million breach of contract dispute arising from XO' s acquisition of Allegiance Telecom.
- Represented Kenneth Lay, former Chairman of Enron Corp., in Enron bankruptcy and related matters.
- Represented liquidating trust in fraudulent conveyance litigation against former financial advisor.
- Trial counsel to ad hoc consortium of trust preferred securities holders at confirmation hearing in the Washington Mutual bankruptcy.
- Represented institutional holders of Lehman Brothers Treasury Company B.V. notes, in Lehman Brothers bankruptcy.
-
Representative Matters of Alan Pollack
- Represented classes of workers who successfully brought suit against their employers for underpayment of prevailing wages and supplemental benefits under the Davis-Bacon Act, Fair Labor Standards Act, and New York State Labor Law.
- Defended companies in class and collective actions that were accused of underpaying their workers prevailing wages and supplemental benefits under the Davis-Bacon Act, Fair Labor Standards Act, and New York Labor Law.
- Defended construction companies that were investigated by the United States Department of Labor, Commissioner of Labor of New York State, and the Comptroller of the City of New York for wage and hour violations under the Davis-Bacon Act, Fair Labor Standards Act and the New York State Labor Law.
- Represented defrauded investors in naked-short selling and stock manipulation cases brought against major investment banks under RICO and the federal securities laws.
- Defended individuals accused of insider trading.
- Defended building maintenance companies in criminal anti-trust and civil class actions.
- Successfully tried collective Fair Labor Standards Act cases against a major insurance company and construction company that resulted in multi-million dollar recoveries in both cases.
- Represented individuals in dissolution cases brought under the New York Business Corporation Law and the New York Partnership Law.
- Defended individuals in breach of fiduciary duty and misappropriation of trade secrets cases.
- Represented trade associations in a case against the City of New York challenging project labor agreements under the National Labor Relations Act.
- Represented members of unions against their local and international unions for unlawfully increasing their working dues in violation of the Labor Management Reporting Disclosure Act and Labor Management Relations Act.
- Represented beneficiaries and participants in ERISA funds against the fund trustees for failing to transfer benefit contributions that were made on behalf of participants.
- Represented licensee of tax preparation services company in consumer fraud class action.
- Successfully argued landmark appeals in the federal and state appellate courts, including Building Trades Employers' Educational Association, et al. v. James J. McGowan, Commissioner of Labor of the State of New York and The New York State Department of Labor, Docket No. 01-7775, 311 F.3d 501 (2nd Cir. 2002) and Matter of Action Electric Contractors Co., Inc. v. Harrison J. Goldin, as Comptroller of the City of New York, et al., 64 N.Y.2d 213 (1984).
-
Representative Matters of Felicia Ennis
- Obtained favorable decision on a motion to dismiss on behalf of a hospitality client against a former employee seeking to represent a class of workers at multiple locations in New York and throughout the country.
- Won a summary judgment motion on behalf of a client against the client’s former employee, who was alleging sexual harassment.
- Successfully defended a hotel group that had been targeted by the U.S. Department of Justice for violating the Americans with Disabilities Act following its multimillion-dollar renovation of eight of its hotel properties.
- Won a summary judgment motion on behalf of a client against the client’s former employee, a member of a protected class, who was seeking punitive and compensatory damages following termination.
- Negotiated a favorable settlement on behalf of an individual who was terminated when she attempted to return to work following maternity leave.
- Successfully negotiated settlement for partner in a partnership dispute alleging fraud and misappropriation.
- Successfully represented a pharmaceutical company in a case involving the misappropriation of trade secrets, unfair competition and breach of non-competion agreement when an executive left one manufacturer of generic drugs to join another manufacturer of generic drugs.
-
Representative Matters of Elizabeth Erickson
- D.E. v. P.A., NYLJ 1202765158513, at *1 (Sup., WE, Decided June 22, 2016)
- Cutroneo v. Cutroneo, 2016 NY Slip Op 04903 [2nd Dept. 2016]
- Singer v. Windfield, 125 A.D.3d 666 [2nd Dept. 2015]
- G.C. v. K.C., 39 Misc.3d 1207(A)[Westchester Co. Sup. Ct. 2013]
-
Representative Matters of Kerry M. Fontana
- 46 Warren, LLC v. Lynch, 155 AD3d 547 [1st Dept 2017]
- 115-117 Nassau St., LLC v. Nassau Beekman, LLC, 2017 WL 4712257 [Sup. Ct. N.Y. Co. 2017]
- Vista Developers Corp. v. Bd. of Managers of Diocesan Missionary and Church Extensions Socy. of Prot. Episcopal Church in Diocese of New York, 135 AD3d 559 [1st Dept 2016], lv to appeal denied, 27 NY3d 906 [2016]
- Machovec v. Svoboda, 120 AD3d 772 [2d Dept 2014]
- Goldstein v. New York State Urban Dev. Corp., 13 NY3d 511 [2009]
-
Private Equity Private Funds Matters
Selected examples of our expertise include representation of:
$3b hedge fund and family of funds, and founder.
- Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work.
An India-focused private equity fund with US and foreign investors based in Cayman Islands. - Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work, including structuring and handling a $100m co-investment transaction of the fund’s portfolio company, a lodging real estate company in India.
A Cayman Islands-based $900m multistrategy international fund of funds founded by a UK investor. - Formation and subsequent post-formation outside general counsel, compliance and transaction work.
A Mauritius-based long-short fund investing in India. - Tax advice related to international structure.
Various convertible arbitrage, long-short and other funds with assets under management ranging from $50-100m. - Formation/structuring and subsequent outside general counsel and compliance issues
Various fund principals. - Tax, structuring, executive compensation and estate planning advice.
- Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work.
-
Representative Matters of Chaya Shafran
- Represented cooperative corporation shareholder in connection with the long-term sublease to a major retailer of over 28,000 square feet in a building located in the Flatiron District.
- Represented sponsor in connection with the bulk sale of condominium units in the West Village.
- Represented landlord in connection with the leasing of its commercial space in a mixed use building in midtown Manhattan.
- Represented purchaser in connection with the purchase and finance of a large apartment complex in Toms River, New Jersey
-
Representative Matters of Bruce H. Wiener
- In re Bridge Associates of SOHO, Inc., Case No. 818-71159 (Bankr. Ct., E.D.N.Y.) (July 2, 2018) (Grossman, J.)
- Holy Properties Ltd., L.P. v. Kenneth Cole Productions, Inc., 87 N.Y.2d 130 (1995)
- Rima 106, L.P. v. Alvarez, 257 A.D.2d 201 (1st Dept. 1999)
- Nestor v. Britt, 270 A.D.2d 192 (1st Dept. 2000)
- Vink v. New York State Div. of Housing and Community Renewal, 285 A.D.2d 203 (1st Dept. 2001)
- Ross v. Congregation, 12 Misc. 3d 559 (Civ. Ct. NY Co. 2006)
- Man Choi Chiu v. Chiu, 38 A.D.3d 619 (2nd Dept. 2007)
- Bennett v. Hawthorne Village, LLC, 56 A.D.3d 706 (2nd Dept. 2008)
- East Best Food Corp. v. N.Y. 46th LLC, 56 A.D.3d 302 (1st Dept. 2008)
- Rivercross Tenants’ Corp. v. New York State Div. of Housing and Community Renewal, 70 A.D.3d 577 (1st Dept. 2010)
- Bykowsky v. Eskenazi, 72 A.D.3d 590 (1st Dept. 2010)
- 90 Washington Rest Associates, LLC v. JDM Washington Street, LLC, 937 N.Y.S.2d 24 (1st Dept. 2012)
-
Representative Matters of Eric Wrubel
- Nacos v. Nacos, 124 A.D. 3d 462 (1st Dep't 2015)
- Stawski v. Stawski, 43 A.D. 3d 776 (1st Dep’t 2007)
- Gonzalez v. Green, 14 Misc. 3d 641 (N.Y. Sup. Ct. N.Y. Co., 2006)
-
Representative Matters of Kyle A. Taylor
- Structuring, negotiating and documenting credit facilities for several New York commercial lenders, including facilities involving mezzanine financings, intercreditor agreements and complex collateral packages.
- Corporate representation of numerous diamond and jewelry retailers.
- Private equity fund focusing on investment in India, including establishment of multiple offshore vehicles and acquisition of interests in portfolio companies.
- US listed diamond manufacturer and dealer in connection with acquisitions, relationships with international customers and supplier, regulatory compliance.
- Nashville-based business providing financing to musicians and other copyright holders through purchase of royalty streams.
- Internationally known celebrity chef in his US restaurant operations.
- Highly successful investment advisor in connection with establishing new relationship with major life insurance/mutual fund group.
- Establishment of foundation at prestigious New York based hospital for the purpose of advancing highly effective but underutilized heart surgery techniques.
- Trademark registrations with the US Patent and Trademark Office.
- Advising clients in connection with, and the drafting and negotiation of, Shareholders Agreements and Operating Agreements, for organizations from a variety of industries and sizes.
- Drafting and negotiating Confidentiality and Nondisclosure Agreements.
- Joint ventures in numerous real estate and construction financings.
-
Representative Matters of Michael Zukerman
- 511 E 164th St represent the developer of a historic building in the Bronx into a home for homeless HIV clients. The project involved historic tax credits, a construction loan, bridge loan.
- Hyatt House International Drive in Orlando Fl. Represent the developer of a hotel with $18 million first mortgage and $7 million preferred equity
- Represented Credit Suisse First Boston, Morgan Stanley, Paine Webber Securities, Nomura Securities, Donaldson Lufkin and Jenrette, and Daiwa Securities in conduit financing and interim financing matters, and lenders in mezzanine financing.
- Represented the first credit lease financing conduit, and was involved in the first mortgage conduit ever done.
- Represented the borrowers in a joint venture between Credit Suisse First Boston and Dames Moore Brookhill to acquire a $125 million loan and workout portfolio; two REITs going public; the private company in a merger into a REIT that had a Market Capitalization of over $700 million and a buyer in a potential transaction to acquire a major building in New York City and convert the office building into a hotel and condominium.
- Other recent projects have included representing a developer doing a number of senior housing projects, hotels and multi family projects some using federal and state Historic Tax Credits and federal and state New Market Tax Credits.
-
Representative Matters of Murray Schwartz
- Stock purchase by a major global conglomerate of metals business.
- Purchase of a motorsports sanctioning body.
- Purchase of five drag racing facilities nationwide.
- Multimillion dollar refinancing to acquire and support drag racing facilities.
- Financing and multimillion dollar purchase of property in Brooklyn
- Acquisition of failing bank loan portfolio from FDIC.
- Purchase of gold mine.
- Private placement for technology company providing services to hedge fund and wealth management sectors.
- Trademark licensing transactions.
- Media company purchases and sales.
- Production and/or distribution agreements for television, cable and internet providers.
-
Construction Matters
Litigation/Arbitration/Mediation/ADR
- National heavy construction contractor delay claim prosecution in New York State Supreme Court against state agency on uncontemplated multi-year bridge reconstruction project in Westchester County, NY, including extensive CPM scheduling and concurrent delay issues.
- Delay claim prosecution for electrical prime contractor on substantially extended duration for municipal water pollution control plant construction project, in New York City, with administrative settlement process, leading to unprecedented interim settlement during ongoing extended construction period.
- Litigated defense for utilities contractor against horizontal drilling subcontractor on electrical utility project in Suffolk County, NY, and pretrial summary judgment motion resulting in dismissal of all extra work and delay claims, affirmed on appeal by Appellate Division, Second Department.
- Represented state authority in multiparty lien foreclosure and related claims on university building construction projects in New York City.
- Consulted issues of delay, time extension and incentive payment entitlement for national heavy construction contractor on substantial design-build contract for major municipal agency terminal ramps rehabilitation in New York City.
- Successfully defended national construction management company in a litigation instituted by a foundation contractor assertions claims on large university medical school building construction project in Connecticut, dismissed against a summary judgment in U.S. District Court of Maryland, and appeal dismissed in U.S. Court of Appeals, Fourth Circuit.
- Represented state authority on multi-million dollar litigation claims for breach of engineering and design contract and professional malpractice against multiple defendants on 500MW power plant construction project in New York City, resolved in negotiated settlement during pre-mediation phase.
- Consulted on arbitration proceeding for out of state design-build joint venture contractor substantial claim against engineering design subconsultant for under designed quantities, extra work and delay damages on construction of largest U.S. cable-stayed bridge.
- Prosecuted, through mediation for joint venture of four large heavy construction contractors on major multilevel arterial highway construction project in Boston, MA, resulting in positive resolution of extensive extra work and delay claims.
- Delay claim prosecution for contractor against major municipality and administrative settlement on bridges rehabilitation contract in New York City.
- Defended litigation for contractor and structured settlement, on eve of trial, of surety indemnity claims in U.S. District Court for the District of New Jersey, on bridge construction project for municipal agency in New York City.
- Arbitrated before the American Arbitration Association and claims prosecution and defense for major utilities contractor in multiparty proceeding on electrical conduit installation project to significantly increase utility power capabilities on Long Island, with substantial recovery on client claims.
- Procured rescission of municipal agency contractor default and expunged default from record on water pollution control plant construction contract in New York City.
- Numerous contractor extra work and delay claims on heavy construction projects prosecuted against state and local agencies, through contractual administrative processes.
Contract Drafting and Negotiation
- Developed and negotiated for regional prime contractor on innovative water tunnel inspection process for major New York municipality, including unique tripartite agreement among municipality, consulting engineers and contractor.
- Developed and negotiated international subcontract for local utilities contractor with large Italian conglomerate on New York – New Jersey electrical facilities project.
- Developed standard and tailored subcontracts for construction contractors on public and private sector projects, and related subcontract negotiations.
- Developed and negotiated of joint venture agreements for construction contractors on public sector projects.
- Advised a union pension fund and drafted all contracts in connection with construction of union’s Brooklyn headquarters, and representation of union on related issues involving building underpinning, property rights, warranty, subcontractor disputes and surveying malpractice
- Drafted and negotiated contracts for developer of construction projects for senior citizen assisted living facilities throughout the United States.
Environmental
- Represented National environmental remediation contractor on multiple subcontractor equitable adjustment claims for contaminated soil treatment process at federal agency Superfund project sites in New Jersey.
- Represented national environmental remediation contractor in defending against federal agency “whistle blower” claims of contaminated water wrongful discharge on Superfund cleanup project in Florida, with substantial PowerPoint presentation at agency regional office leading to withdrawal of claims, and avoidance of potentially costly penalties and debarment proceedings
- Continuing representation of an oil company in connection with contamination litigation and site clean-up actions under New York State Navigation Law
-
Corporate and Securities Matters
- Advised a U.S.-based hedge fund in connection with the creation of several onshore and offshore funds and their offerings, as well as providing advice on governance and compliance matters
- Assisted a client in connection with its registration as an “exempt reporting adviser” with the SEC and its ongoing FINRA- and SEC-related compliance
- Advised a client in connection with the structuring, documentation and private offering of equity in an investment vehicle created to provide ongoing funding for the costs and expenses of an arbitration proceeding
- Represented a public company in a reverse stock split, immediately followed by a forward stock split, where stockholders of record were entitled to receive a cash payment for their shares immediately before the transaction, rather than fractional shares
- Advised the placement and remarketing agents in the issuance of Standard & Poors rated $20 million Variable/Fixed Rate Redeemable Securities
Art and Antiquities
- Advised client and negotiated agreements in connection with the donation of major collections of modern art, including bequests to The Solomon R. Guggenheim Foundation and The Israel Museum
- Represented clients in extensive negotiations with Italian and Greek governmental ministries to arrange for the repatriation of certain arts and antiquities, and advised clients on the tax ramifications of repatriation
- Represented a major collector of impressionist and post-impressionist paintings in connection with the purchase, both at auction and at private sales, of artwork in excess of $100 million
Business and Corporate
- Represented client in $500 million bid for Korean steel company, including negotiating multi-tier financings and cross-border joint ventures with steel industry partners
- Advised a client in connection with a multi-million dollar bid for six supermarkets which a national chain of supermarkets, of had been required to divest itself by the Federal Trade Commission
- Represented the sole shareholder of a specialty cheese importer/distributor in the $16.5 million purchase of all the company’s shares by a national importer/marketer of specialty and deli-style cheeses
- Represented a prominent London chef in his United States restaurant-related activities
- Advised both licensees and licensors with respect to intellectual property licenses in a wide-variety of industries including the diamond and jewelry, home furnishing, retail and hotel and hospitality industries, both in the United Stated and abroad
- Representation of a client the negotiation and documentation of a distribution arrangement for U.S.-produced craft beers in Europe
- Ongoing representation of a client that provides a platform for musicians and songwriters to monetize their work through the sale of BMI and ASCAP royalty streams
- Represented a client in connection with its investment in a company in the snack food industry and the relocation of the company’s distribution facilities to Pennsylvania
Diamonds and Jewelry
- Represented major diamond-industry clientele in a variety of acquisitions and complex joint ventures for the sourcing, cutting, polishing and sale of diamonds worldwide, including Russia, Dubai, Namibia, Angola and South Africa
- Advised a client in connection with structuring and operation of special purpose retail franchises in the United States, the United Kingdom and Russia
Leisure Market – Aircraft and Yachts
- Represented the buyer of an $18.4 million Dassault-Breguet Falcon 900
- Assisted an offshore buyer in the $20.6 million purchase of a Gulfstream Aerospace GIVSP aircraft
- Structured and closed the simultaneous sale and purchase of helicopters as an IRS section 1031 “like-kind exchange”
- Assisted the buyer in the purchase and subsequent foreign commercial registration of a 34.5 meter Codecasa Motor Yacht
Women/Minority Owned Business Enterprises; Not-For-Profit
- Assisted a client in structuring the ownership and management of her company in order to obtain Women’s Business Enterprise National Council (WBENC) certification
- Representation of clients in connection with joint ventures with women and minority-owned empowerment businesses in South Africa
- Advised a client in connection with the creation of a global strategic alliance to service nonprofits, women-led and women-focused businesses in their commercial real estate transactions
- Continuing representation of clients in the formation of non-profit corporations, including nonprofits for the US-based alumni of a Japanese University and Mount Sinai Hospital
-
Litigation Matters
Banking
- Represented a New York bank in connection with $1.8 million indebtedness of retail chain that closed its business and removed its inventory to an undisclosed warehouse without prior notice to the bank; included obtaining a preliminary injunction freezing the collateral and the defendant’s assets and defending the bank’s security interest in the debtor’s assets (including contract receivables) after the filing of involuntary bankruptcy petitions, all of which resulted in a favorable settlement, including payment to our client of an amount exceeding the principal balance on the loan
- Represented a New York bank in defense of a claim for alleged wrongful dishonor of letters of credit, resulting in dismissal of case without any payment by the bank
- Represented a New York bank in defense of various unusual actions, including one action alleging loss by the bank of $500,000 worth of gold from a safe deposit bank, and one alleging non-payment of a certificate of deposit issued by the bank 27 years earlier
Employment
- Represented 180 women employees (one of the largest per capita recoveries in a lawsuit of this kind) in a class action sex discrimination lawsuit involving pay disparity, and implemented changes in the defendant’s compensation practices and performance evaluation system
Trusts and Estates Litigation
- Represented the executor of an estate in highly-contested, multi-state estate-related litigation
- Represented trust beneficiaries in a claim against trustee for failure to fulfill fiduciary duties in connection with payments owed to trust for purchase of stock in family-owned business
- Represented son of deceased business owner in a contested probate involving property in France and New York
Corporate/Commercial Litigation
- Represented cooperative corporation in action brought on behalf of its member stores to enjoin termination of general liability insurance by the group’s carrier
- Represented a New York bank in defense of a series of fraudulent conveyance actions by judgment creditors of a bank borrower, resulting in two Second Circuit decisions. In the first case, the Court of Appeals affirmed dismissal of plaintiff’s initial claims on statute of limitations and other grounds. In the second case, the Court affirmed the vacatur of plaintiff’s judgment against the bank’s borrower. The second decision was a rare instance of the vacatur of a judgment pursuant to a FRCP 60(b) motion, made by a non-party to the action in which the judgment was rendered.
- Represented services business in successful appeal from determination of the New York State Unemployment Insurance Appeal Board that professionals employed by the company were employees rather than independent contractors. On appeal, the Appellate Division, Third Department, ruled that the professionals were, as we claimed, independent contractors rather than employees, thereby entitling the company to a refund of the payroll taxes paid during the pendency of the litigation.
Real Estate and Zoning
- Defended borrowers in a foreclosure action in the Supreme Court, New York County involving a multi-million dollar development site in Manhattan. As a result of the Firm’s vigorous defense of the action, the clients, major New York City real estate developers, were able to market and sell the site for full market value, thereby avoiding an auction sale and any personal liability on the loans.
- Represented a tenant in American Arbitration Association over a commercial restaurant lease dispute and obtained an award of attorney’s fees and costs in favor of the client as the “prevailing party”
- Represented commercial tenant in action by landlord for unpaid rent under lease which the landlord’s management company had agreed orally, but not in writing, to cancel
- Represented a commercial tenant in pending litigation over a lease dispute at 644 Broadway, New York, New York, in which the landlord was seeking to terminate the tenant’s valuable commercial lease based upon alleged fabrication of lease “defaults”. The Wall Street Journal detailed the history of the building and the litigation in an article entitled “NoHo Real-Estate Pioneer Leaves a Rent-Fight Legacy”.
- Represented the sponsor in litigation arising out of alleged construction defects in luxury NOHO condominium
-
Real Estate Matters
Acquisitions and Sales/Leasing and SubLeasing
- Rendered continuing assistance to a national theater group over disputes involving ownership and shared-usage of a Harlem theater property and advised on possible redevelopment for the benefit of the theater
- Represented a leading Japanese clothing retailer, and its U.S. subsidiary, in negotiating of its leases for retail and office space in the New York area, including its flagship store in SoHo
- Advised a private foundation in the purchase of the former headquarters of the American Jewish Congress, a former six-story, landmarked Manhattan town house
- Represented a NASDAQ-listed company in the purchase of a $13 million manufacturing facility
- Represented a group of family members selling their interests in a block of New York real estate held through joint tenancies and recently converted S corporations
Real Estate Development
- Represented a real estate development company in converting and offering for sale of a 28 unit residential condo in a landmarked building on Manhattan’s Upper West Side
- Ongoing representation of a developer in connection with 11 different senior housing developments, ranging in size from $15 million to $40 million
- Acted as counsel for a developer in 3 different hotels projects, including “mixed-use” projects, including the proposed $170M acquisition of a signature Manhattan landmark tower for “mixed use” hotel/condo development
Tax Programs
- Closed and acquired title to the John Jacob Astor Suite at the Plaza Condominium Residences for a client as “replacement property” in an IRS section 1031 tax deferred, like-kind exchange, with continued assistance to design professional during renovation
- Provided counsel in $15 million IRS section 1031 “improvement-exchange” or tax deferred exchange relating to the sale of a commercial factory, where part of the proceeds were “parked” with the qualified intermediary and used to cover improvements to the real property
- Represented and structured an IRS 1031 tax-deferred exchange of an artist’s Tribeca loft for a Harlem Striver’s Row townhouse
- Ongoing representation of a developer in connection with 6 different historic tax credit transactions, ranging in size from $20 million to $100 million
Workouts
- Represented lenders and borrowers on the restructuring of troubled loans, including use of “deed-in-lieu-of-foreclosure” transactions to permit redevelopment of a commercial office building and a new construction senior housing facility
-
Representative Matters of Allison Simmons Prouty
- Represented major beer company on warehouse leasing and NY distributorship matters.
- Represented commercial property owner in dispute with "big box" tenant and in complex leasing negotiations with other national tenants.
- Represented sponsors of two of the earliest office condominium developments in NYS.
- Represented owner of historic NYC retail building on major sale to real property fund purchaser.
- Represented New York family real estate company on commercial leasing of multiple portfolio properties.
- Represented fund on complex deed-in-lieu transaction.
-
Representative Matters of Avi Lew
- Hnot v. Willis Group Holdings Ltd, 2007 WL 1599154 (J. Lynch, S.D.N.Y., June 1, 2007)
- Hnot v. Willis Group Holdings Ltd, 241 F.R.D. 204 (J. Lynch, S.D.N.Y., Mar. 8, 2007)
- Bowman v. DiPlacidi, 27 A.D.3d 259 (1st Dep’t 2006)
- Jamie v. Jamie, 19 A.D.3d 330 (1st Dep’t 2005)
- Cuartas v. Kourkoumelis, 265 A.D.2d 293 (2d Dep’t 1999)
- Conese v. Headley, 254 A.D.2d 36 (1st Dep’t 1998)
- Yanez v. Keane, 16 F. Supp. 2d 364 (S.D.N.Y. 1998)
- Layne v. Warden, 242 A.D.2d 415 (1st Dep’t 1998)
- Williams v. New York State Board of Parole, 233 A.D.2d 267 (1st Dep’t 1996)
-
Representative Matters of BoBi Ahn
- Representation of investors in EB-5 Immigrant Investor Visa processing (involving $500,000+ invested capital in commercial enterprises).
- Representation of international organizations in all phases of the business and employment related immigration process.
-
Representative Matters of Grant Cornehls
- Accounting by Hayes, File No. 2018-2874/A (Surrogate's Ct. Nassau County April 12, 2023).
- Board of Managers of the Residential Section of the Plaza Condominium v. Franzese, 193 A.D.3d 446 (1st Dep't 2021).
- Philippe MP LLC v. Sahara Dreams LLC, 2021 WL 1135182 (Sup. Ct. N.Y. County Map. 22, 2021).
- Achva Vahava LLC v. Anglo Irish Bank Corp. Ltd., 2011 U.S. Dist. LEXIS 107118 (S.D. Fla. Sept. 21, 2011);
- Amacker v. Renaissance Asset Management LLC, 657 F.3d 252 (5th Cir. 2011);
- Anglo Irish Bank Corp. v. Ashkenazy, 2011 N.Y. Misc. LEXIS 844 (Sup. Ct. N.Y. County Feb. 10, 2011);
- Nuevo el Barrio Rehabilitacion de Vivienda y Economia, Inc. v. Moreight Realty Corp., 87 A.D. 3d 465 (1st Dep’t Aug 18, 2011);
- MF Global Inc. v. Morgan Fuel & Heating Co., Inc., 71 A.D.3d 420 (1st Dep’t 2010);
-
Representative Matters of Howard Burger
- Achilles Construction Co., Inc. v. Dormitory Authority State of New York, Adv. Proc. No. 11-08259 (U.S. Bankr. Ct., S.D.N.Y. 2011);
- In re Meco Electric Co., Inc. and NYC Dept. Environmental Protection, NYC Comptroller Claim No. 2008LW016010 (2011);
- Cal-Tran Associates, Inc. v. City of New York, Sup. Ct., N.Y. Co., Index No. 109354/05 (2009);
- Nagan Construction, Inc. v. St. Anselm School, American Arbitration Association, No. 13 110 Y 02221 07 (2009);
- Hartford Casualty Insurance Co. v. Cal-Tran Associates, Inc., Civ. No. 05-5575 (2007);
- U.S. ex rel Outspan Construction, Inc. v. Nagan Construction, Inc., 2007 WL 3077037 (E.D.N.Y. 2007);
- Lodato v. Greyhawk North America, LLC, 39 A.D. 3d 496 (2nd Dept., 2007);
- Worth Construction Co., Inc. v. Hevesi, 32 A.D.3d 629 (3rd Dept. 2006);
- Michelman-Cancelliere Iron Works, Inc. v. KISKA Construction Corp. USA, 18 A.D.3d 722 (2nd Dept. 2005);
- KISKA Construction Corp USA v. G&G Steel, Inc., 2005 WL 1225944 (S.D.N.Y. 2005);
- Laquila Construction, Inc. v. New York City Transit Authority, 282 A.D.2d 331 (1st Dept., 2001);
- Worth Construction v. I.T.R..I. Masonry, WL 209924 (S.D.N.Y.2001);
- B&H Interior Contracting, Inc. v. Yonkers Contracting Co., Inc., 234 A.D.2d 44 (1st Dept., 1998);
- Halmar Corp. & Defoe Corp., v. Hudson Foundations, Inc., 212 A.D.2d 505 (2nd Dept. 1995);
- H. Sand & Co., Inc. v. Tishman Constr. Corp. of New York, 191 A.D.2d 678 (2nd Dept., 1993);
- U.S. ex rel Cortolano & Barone, Inc. v. Morano Const. Corp., 724 F. Supp. 88 (S.D.N.Y. 1989);
- H. Sand and Co. v. Portman, 1988 WL 52840 (S.D.N.Y. 1988);
- Karl Koch Erecting Co., Inc. v. New York Convention Center Development Corp., 656 F. Supp 464 (S.D.N.Y. 1987).
-
Representative Matters of Kimberly C. Lau
- On March 25, 2022, Ms. Lau first-chaired a week-long jury trial in South Caroling and obtained a unanimous jury verdict on plaintiff’s defamation and civil conspiracy claims against defendants resulting in an award of $5.3mm. This was one of the largest verdicts in the area for such causes of action involving a private individual plaintiff. Ms. Lau’s trial win came after nearly five years of litigation, which included depositions of 23 witnesses, approximately 10,000 pages of document discovery, 14 discovery motions, a writ to the Supreme Court of South Carolina that ended the state’s longstanding practice of allowing special referees decide discovery motions who were without jurisdiction to do so, and a successful outcome on all seven motions in limine filed before trial.
- Obtained favorable settlements for Title IX clients accused of sexual misconduct at major U.S. colleges and universities
- Obtained $2 million judgment in a real estate partnership dispute
- Obtained unanimous jury verdict in adverse possession action
- Obtained favorable settlement for well-known fiction author involved in a contract dispute with an international publishing company
- Successfully represented residential homeowner in claim against insurance company for breach of fiduciary duty in connection with damages suffered in Hurricane Sandy
- Successfully represented partner in multi-million dollar partnership dispute against fellow partners for diverting distributions and fraudulently transferring assets
- Obtained restraining order on behalf of managing members of a family-owned limited partnership to prevent the improper sale of the partnership’s sole asset
-
Representative Matters of Linda Genero Sklaren
- Nacos v. Nacos, 168 A.D. 3d 413 (1st Dept. 2019)
- Melvin v. Melvin, 2017 NY Slip Op 07421 (1st Dep’t, October 24, 2017)
- In re Marie-Irene D., 153 A.D. 3d 1203 (1st Dep’t 2017)(Of Counsel to Nina Rumbold, Esq., attorney for Respondent)
- Rosen v. Schwartz, 148 A.D. 3d 653 (1st Dep’t 2017)
- Matter of Brooke S.B. v. Elizabeth A. C.C., 28 N.Y. 3d 1 (2016)
- Rubin v. Rubin, 134 A.D. 3d 572 (2015)
- Nacos v. Nacos, 124 A.D. 3d 462 (1st Dep't 2015)
- Maxine Co., Inc. v. Brink’s Global Services, USA, Inc., 27 Misc. 3d 1221A, aff’d, 94 A.D. 3d 53 (1st Dep’t 2012)
- NY Trenchless v. Hallen Constr. Co., Inc., 82 A.D. 3d 850 (2d Dep’t 2011)
- Blakeslee Arpaia Chapman, Inc. v. The Whiting Turner Contracting Company, 2007 WL 1029960 (D. Md.), app. dismissed, (4th Cir., Docket No. 07-1364)
- Paraschos v. YBM Magnex Int’l Inc., 130 F. Supp. 2d 642 (E.D. Penn. 2000)
- Bailer v. Perez-Veridiano, 266 A.D. 2d 249 (2d Dep’t 1999)
- In re the Sunrise Group Mortg. Note Sec. Litig., 1998 U.S. Dist. LEXIS 12802 ( S.D.N.Y.)
- Greenberg & Shaw, Inc. v. Brinks, Inc., 1998 WL 142337 (S.D.N.Y.)
- Volkswagen de Mexico, S.A. v. Germanischer Lloyd, 1991 U.S. Dist. LEXIS 9798 (S.D.N.Y.)
- McGann v. Baranowicz, 617 F. Supp. 845 (S.D.N.Y. 1985)
- For over fifteen years, successfully represented a global transportation company in claims and actions relating to the domestic and international shipment of high value items.
-
Representative Matters of Robert Fryd
- Atria Builders, L.L.C. v. Morgan 32 Holdings, L.L.C., 84 A.D.3d 508 (1st Dept. 2011)
- Popowich v. Korman, 73 A.D.3d 515 (1st Dept. 2010)
- Grace v. Bank Leumi Trust Co. of NY, 443 F.3d 180 (2d Cir. 2006), cert. den., 2007 U.S. LEXIS 87 (2007)
- U.S. Diamond & Gold v. Julius Klein Diamonds LLC, 2007 WL 1026421 (S.D. Ohio 2007)
- Andrew Meyer Designs, LLC v. Hassan, 2006 WL 2251703 (E.D. Pa. 2006)
- In re Allied Digital Technologies, Corp., 306 B.R. 505 (Bkrtcy. D.Del. 2004)
- In re RSL COM PRIMECALL, Inc., 2003 WL 22989669 (Bkrtcy. S.D.N.Y. 2003)
- Collins v. E-Magine, LLC, 291 A.D.2d 350 (1st Dept. 2002)
- Levitt v. Community Preservation Corp., 287 A.D.2d 440 (2d Dept. 2001)
- Grace v. Rosenstock, 228 F.3d 40 (2d Cir. 2000), cert. den., 532 US 923 (2001)
- In re Vebeliunas, 246 B.R. 172 (S.D.N.Y. 2000)
- Seaman Furniture Co., Inc. v. Seaman, 267 A.D.2d 297 (2d Dept. 1999)
- Grace v. Rosenstock, 169 F.R.D. 486 (E.D.N.Y. 1996)
- Ferber v. Ehrlich, 1995 WL 581673 (S.D.N.Y. 1995)
- Ferber v. Erhlich, Janover Rubinroit & Co., 1994 WL 132168 (S.D.N.Y. 1994)
- Filanto, S.p.A. v. Chilewich Intern. Corp., 1993 WL 70612 (S.D.N.Y. 1993)
- Thur v. IPCO Corp., 173 A.D.2d 344 (1st Dept. 1991)
-
Representative Matters of Slava Hazin
- In re Bridge Associates of SOHO, Inc., Case No. 818-71159 (Bankr. Ct., E.D.N.Y.) (July 2, 2018) (Grossman, J.), aff’d, Summary Order, dated Oct. 17, 2019 (2d Cir.).
- In re Olsen, 2008 WL 4298586 (S.D.N.Y., September 19, 2008)
- East Best Food Corp v. NY 46th LLC, 56.A.D.3d 302 (1st Dep't 2008)
- In re Olsen, 358 B.R. 609, 2007 WL 39178 (S.D.N.Y., January 05, 2007)
- Hershenbaum v. Angerman, 1 A.D.3d 218, 767 N.Y.S.2d 226 (1st Dep’t 2003).
- Mohring Enterprises, Inc. v. HSBC Bank USA, 291 A.D.2d 385 (2d Dep’t 2002)
- In re Interstate Cigar Co., Inc., 171 B.R. 6, 1994 WL 446046 (E.D.N.Y., August 17, 1994)
-
Representative Matters of Stephen W. Semian
- Represented client in the multi-million dollar sale of environmental technology business in exchange for cash and stock in the acquiring company.
- Represented sellers in connection with the sale of a large regional wholesale and retail automotive parts and supplies business.
- Represented financial institutions in the issuance of secured revolving credit and loan facilities in excess of $300 million for the U.S. subsidiaries of various Israeli companies.
- Represented client in the creation and operation of a funding entity for a multi-million dollar arbitration proceeding.
- Advised on the structuring and closing of loans in excess of $150 million under the “Loan to Attorneys Program” for law firms in over ten states, designed to assist large regional plaintiff’s firms in managing irregular cash flows.
- Represented seller in the multi-million dollar sale of a pharmaceutical development, manufacturing and distribution business.
- Represented buyers of an $18.4 million Dassault-Breguet Falcon 900 and Gulfstream Aerospace GIVSP aircraft.
- Structured and closed the simultaneous sale and purchase of helicopters as an IRS section 1031 “like-kind exchange.”
- Assisted buyer in the purchase and subsequent foreign commercial registration of a Codecasa Motor Yacht.
- Represented client in connection with the purchase, assignment and assumption of property held by a debtor in possession under chapter 11 of the Bankruptcy Code.
- Advised client with its registration with the SEC as an “exempt reporting adviser.”
- Advised fund in the structuring and closing of an acquisition loan for an institutional trader of environmental credits.
-
Tax and Tax Planning Matters
- Represented a client in the planning and implementation of split-dollar life insurance arrangements
- Represented a client in the services industry and, based on the judgment obtained by our Litigation Department, achieved a refund award in excess of $1 million for Federal employment taxes. Designed a tax structure that minimized Indian taxes on future gains and avoided application of the U.S. passive foreign investment company rules for a joint venture that acquired a controlling interest in a development stage Indian hotel company
- Obtained $400,000 New Jersey sales tax refund for a new client who had failed to claim entitlement to the State’s “welcome stranger” exemption when purchasing an aircraft
- Designed a tax structure that enable an offshore client and onshore clients to purchase a large portfolio of distressed residential mortgages on a tax-favored basis
- Represented two family groups who wished to monetize their interests in a $100 million portfolio of New York City real estate held through a series of recently converted S corporations that they controlled
- Designed and implemented a series of steps whereby a manufacturing enterprise conducted through an S corporation and three affiliated limited liability companies and a real estate business conducted through that S corporation could be restructured on a tax-free basis so that the manufacturing operations are conducted through a single limited liability company and the real estate business is conducted through the S corporation
-
Trusts and Estates Matters
- Rendered estate planning and tax advice for a financier whose estate exceeds $600 million, and whose assets were located in the United States, Great Britain and the Bahamas, including an analysis of estate, gift and generation-skipping tax issues, where the estate was primarily payable to a private foundation
- Advised the owner of multiple supermarkets in connection with his business succession plan, including restructuring the business and arranging for gifts to reduce future estate and gift taxes
- Provided advice and implemented estate plan designed to “freeze” the value of a family-owned diamond business for estate and gift tax purposes
- Assisted a hedge fund operator in making gifts of his partnership interest in the company to trusts for his children
- Represented of a client in an extremely complicated guardianship proceeding, that included negotiating and implementing a settlement which avoided the need for a court-appointed guardian of the client or his property, preparing a trust agreement for the client’s assets and providing for the disposition of certain assets that could not be contributed to the trust
-
Representative Matters of Frederick Cummings, Jr.
Recent or ongoing clients/matters include:
- Private equity fund focusing on investment in India, including establishment of multiple offshore vehicles and acquisition of interests in portfolio companies
- Representation of U.S. listed diamond manufacturer and dealer in connection with acquisitions, relationships with international customers and suppliers, and securities law compliance
- Funding vehicle for multi-million dollar arbitration, including securities law compliance
- Agent for exporters of U.S. craft beers to countries outside of the U.S.
- Representation of Nashville-based company providing financing to musicians and other copyright holders through purchase of royalty streams
- Representation of New York based commercial banks and their Israeli parents, in connection with loans involving cross guaranties and collateralization of parent and subsidiary borrowers
- Representation of internationally known celebrity chef in his U.S. restaurant operations
- Representation of highly successful investment advisor in connection with establishing new relationship with major life insurance/mutual fund group
- Establishment of foundation at prestigious New York based hospital for the purpose of advancing cutting-edge heart surgery techniques
- Sale of Manhattan residential property portfolio valued in excess of $100 million
- Successful representation of individual in connection with SEC insider trading investigation
- Representation of investment advisors in connection with multi-billion dollar offshore fund with strategy of investing in trophy U.S. real estate properties
-
Representative Matters of Maxwell Breed
- Oliver 889 LLC v. 889 Realty Inc., 212 A.D.3d 531 (1st Dept. 2023)
- Taverna v. Hieber Reade Street, LLC, 2023 NY Slip Op 34301(u) (Sup. Ct. NY Co. 2023)
- Hieber Astoria, LLC v. Taverna, 2023 NY Slip Op 31896(u) (Sup. Ct. NY Co. 2023)
- 191 Realty Associates, L.P. v. Tejeda, 193 A.D.3d 561 (1st Dept. 2021), affirming 65 Misc. 3d 150(A) (App. Term, 1st Dept. 2019)
- St. Luke’s-Roosevelt Hosp. Ctr. v. WestSide Radiology Assoc., P.C., 65 Misc.3d 129(A) (App. Term 1st Dept. 2019)
- 191 Realty Assoc., L.P., v. Tejeda, 2019 NY Slip Op 51864(U) (App. Term 1st Dept. 2019)
- Matter of Bleecker St. Invs., LLC v Zabari, 148 A.D.3d 577 (1st Dept. 2017)
- 114 W. 14 Realty LLC v. Brandman, 147 A.D.3d 703 (1st Dept. 2017)
- Goldstein v. Pikus, 2015 NY Slip Op 31455(u) (Sup. Ct. NY Co. 2015)
- Epstein Eng’g, P.C. v. Cataldo, 124 A.D.3d 420 (1st Dept. 2015)
- Goldstein v. Pikus, 2015 NY Slip Op 31483(U) (Sup. Ct. NY Co. 2015)
- Mushlam, Inc., v. Nazor, 104 A.D.3d 483 (1st Dept. 2013)
- Satellite Asset Mgt., L.P. v. Fifth Ave. Bldg. Co., LLC, 91 A.D.3d 412 (1st Dept. 2012)
-
Banking and Finance Matters
- Represented a financial institution in the issuance of secured revolving credit and loan facilities in excess of $200 million for the U.S. subsidiaries of various Israeli companies
- Advised a fund in the structuring and closing of an acquisition loan for an institutional trader of environmental credits
- Represented a borrower in the home-furnishing industry in a complex $12 million reorganization, refinancing and factoring arrangement
- Advised lending client on the structuring and closing of loans in excess of $145 million under a “Loan to Attorneys Program” for law firms in Texas, District of Columbia, Oklahoma, Georgia, Missouri, New York, Pennsylvania and California, designed to assist large regional plaintiff’s firms in managing irregular cash flows
- Counseled a client in a purchase in excess of $75 million, both directly and through joint ventures with others, of sub prime mortgage paper from a subsidiary of a major bank
- Ongoing representation of a client bank in connection with its interest rate swap documentation and agreements
-
Financial Services Matters
Selected examples of our expertise include representation of:
$3b hedge fund and family of funds, and founder.
- Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work.
An India-focused private equity fund with US and foreign investors based in Cayman Islands. - Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work, including structuring and handling a $100m co-investment transaction of the fund’s portfolio company, a lodging real estate company in India.
A Cayman Islands-based $900m multistrategy international fund of funds founded by a UK investor. - Formation and subsequent post-formation outside general counsel, compliance and transaction work.
A Mauritius-based long-short fund investing in India. - Tax advice related to international structure.
Various convertible arbitrage, long-short and other funds with assets under management ranging from $50-100m. - Formation/structuring and subsequent outside general counsel and compliance issues
Various fund principals. - Tax, structuring, executive compensation and estate planning advice.
- Formation/structuring and subsequent post-formation outside general counsel, compliance and transaction work.
-
Represented a prominent London chef in his United States restaurant-related activities
Business and Corporate sub-section
-
Representation of a client the negotiation and documentation of a distribution arrangement for U.S.-produced craft beers in Europe
Business and Corporate sub-section
-
Represented the buyer of an $18.4 million Dassault-Breguet Falcon 900
Leisure Market - Aircraft and Yachts sub-section
-
Assisted an offshore buyer in the $20.6 million purchase of a Gulfstream Aerospace GIVSP aircraft
Leisure Market - Aircraft and Yachts sub-section
-
Structured and closed the simultaneous sale and purchase of helicopters as an IRS section 1031 "like-kind exchange"
Leisure Market - Aircraft and Yachts sub-section
-
Assisted the buyer in the purchase and subsequent foreign commercial registration of a 34.5 meter Codecasa Motor Yacht
Leisure Market - Aircraft and Yachts sub-section
-
Assisted a client in structuring the ownership and management of her company in order to obtain Women's Business Enterprise National Council (WBENC) certification
Women/Minority Owned Biz Enterprises; NFP sub-section
-
Representation of clients in connection with joint ventures with women and minority-owned empowerment businesses in South Africa
Women/Minority Owned Biz Enterprises; NFP sub-section
-
Advised a client in connection with the creation of a global strategic alliance to service nonprofits, women-led and women-focused businesses in their commercial real estate transactions
Women/Minority Owned Biz Enterprises; NFP sub-section
-
Continuing representation of clients in the formation of non-profit corporations, including nonprofits for the US-based alumni of a Japanese University and Mount Sinai Hospital
Women/Minority Owned Biz Enterprises; NFP sub-section
-
National heavy construction contractor delay claim prosecution in New York State Supreme Court against state agency on uncontemplated multi-year bridge reconstruction project in Westchester County, NY, including extensive CPM scheduling and concurrent delay issues
Litigation/Arbitration/Mediation/ADR sub-section
-
Delay claim prosecution for electrical prime contractor on substantially extended duration for municipal water pollution control plant construction project, in New York City, with administrative settlement process, leading to unprecedented interim settlement during ongoing extended construction period
Litigation/Arbitration/Mediation/ADR sub-section
-
Litigated defense for utilities contractor against horizontal drilling subcontractor on electrical utility project in Suffolk County, NY, and pretrial summary judgment motion resulting in dismissal of all extra work and delay claims, affirmed on appeal by Appellate Division, Second Department
Litigation/Arbitration/Mediation/ADR sub-section
-
Represented state authority in multiparty lien foreclosure and related claims on university building construction projecs in New York City
Litigation/Arbitration/Mediation/ADR sub-section
-
Successfully defended national construction management company in a litigation instituted by a foundation contractor assertions claims on large university medical school building construction project in Connecticut, dismissed against a summary judgment in U.S. District Court of Maryland, and appeal dismissed in U.S. Court of Appeals, Fourth Circuit
Litigation/Arbitration/Mediation/ADR sub-section
-
Represented state authority on multi-million dollar litigation claims for breach of engineering and design contract and professional malpractice against multiple defendants on 500MW power plant construction project in New York City, resolved in negotiated settlement during pre-mediation phase
Litigation/Arbitration/Mediation/ADR sub-section
-
Consulted on arbitration proceeding for out of state design-build joint venture contractor substantial claim against engineering design subconsultant for under designed quantities, extra work and delay damages on construction of largest U.S. cable-stayed bridge
Litigation/Arbitration/Mediation/ADR sub-section
-
Delay claim prosecution for contractor against major municipality and administrative settlement on bridges rehabilitation contract in New York City
Litigation/Arbitration/Mediation/ADR sub-section
-
Arbitrated before the American Arbitration Association and claims prosecution and defense for major utilities contractor in multiparty proceeding on electrical conduit installation project to significantly increase utility power capabilities on Long Island, with substantial recovery on client claims
Litigation/Arbitration/Mediation/ADR sub-section
-
Procured rescission of municipal agency contractor default and expunged default from record on water pollution control plant construction contract in New York City
Litigation/Arbitration/Mediation/ADR sub-section
-
Numerous contractor extra work and delay claims on heavy construction projects prosecuted against state and local agencies, through contractual administrative processes
Litigation/Arbitration/Mediation/ADR sub-section
-
Developed and negotiated international subcontract for local utilities contractor with large Italian conglomerate on New York – New Jersey electrical facilities project
Contract Drafting and Negotiation sub-section
-
Developed standard and tailored subcontracts for construction contractors on public and private sector projects, and related subcontract negotiations
Contract Drafting and Negotiation sub-section
-
Developed and negotiated of joint venture agreements for construction contractors on public sector projects
Contract Drafting and Negotiation sub-section
-
Advised a union pension fund and drafted all contracts in connection with construction of union’s Brooklyn headquarters, and representation of union on related issues involving building underpinning, property rights, warranty, subcontractor disputes and surveying malpractice
Contract Drafting and Negotiation sub-section
-
Drafted and negotiated contracts for developer of construction projects for senior citizen assisted living facilities throughout the United States
Contract Drafting and Negotiation sub-section
-
Represented the executor of an estate in highly-contested, multi-state estate-related litigation
Trusts and Estates Litigation sub-section
-
Represented son of deceased business owner in a contested probate involving property in France and New York
Trusts and Estates Litigation sub-section
-
Represented cooperative corporation in action brought on behalf of its member stores to enjoin termination of general liability insurance by the group's carrier
Corporate/Commercial Litigation sub-section
-
Represented the sponsor in litigation arising out of alleged construction defects in luxury NOHO condominium
Real Estate and Zoning sub-section
-
Rendered continuing assistance to a national theater group over disputes invovling ownership and shared-usage of a Harlem theater property and advised on possible redevelopment for the benefit of the theater
Acquisitions and Sales/Leasing and SubLeasing sub-section
-
Represented a leading Japanese clothing retailer, and its U.S. subsidiary, in negotiating of its leases for retain and office space in the New York area, including its flagship store in SoHo
Acquisitions and Sales/Leasing and SubLeasing sub-section
-
Advised a private foundation in the purchase of the former headquarters of the American Jewish Congress, a former six-story, landmarked Manhattan town hosue
Acquisitions and Sales/Leasing and SubLeasing sub-section
-
Represented a NASDAQ-listed company in the purchase of a $13 million manufacturing facility
Acquisitions and Sales/Leasing and SubLeasing sub-section
-
Represented a group of family members selling their interests in a block of New York real estate held through joint tenancies and recently converted S corporations
Acquisitions and Sales/Leasing and SubLeasing sub-section
-
Representative Matters of Harvey Krasner
- Represented owners of a restaurant in Sag Harbor, New York on a major sale to a real estate developer.
- Represented property owner in Queens, New York on the sale of a large commercial complex, which required understanding of Section 1031.
- Lead counsel on multiple transactions in the Wynwood section of Miami since 2011.
- Represented entity selling a warehouse, requiring family and inheritance issues and complications.
- Various purchase transactions in Montauk involving hotel, restaurant and bar purchasers
T/C Repo
