ÿþ<!DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd"> <html xmlns="http://www.w3.org/1999/xhtml"> <head> <meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" /> <title>Eisenberg & Sima LLP</title> <link href="style.css" rel="stylesheet" type="text/css" /> <script type="text/JavaScript"> <!-- function MM_swapImgRestore() { //v3.0 var i, x, a = document.MM_sr; for (i = 0; a && i < a.length && (x = a[i]) && x.oSrc; i++) x.src = x.oSrc; } function MM_preloadImages() { //v3.0 var d = document; if (d.images) { if (!d.MM_p) d.MM_p = new Array(); var i, j = d.MM_p.length, a = MM_preloadImages.arguments; for (i = 0; i < a.length; i++) if (a[i].indexOf("#") != 0) { d.MM_p[j] = new Image; d.MM_p[j++].src = a[i]; } } } function MM_findObj(n, d) { //v4.01 var p, i, x; if (!d) d = document; if ((p = n.indexOf("?")) > 0 && parent.frames.length) { d = parent.frames[n.substring(p + 1)].document; n = n.substring(0, p); } if (!(x = d[n]) && d.all) x = d.all[n]; for (i = 0; !x && i < d.forms.length; i++) x = d.forms[i][n]; for (i = 0; !x && d.layers && i < d.layers.length; i++) x = MM_findObj(n, d.layers[i].document); if (!x && d.getElementById) x = d.getElementById(n); return x; } function MM_swapImage() { //v3.0 var i, j = 0, x, a = MM_swapImage.arguments; document.MM_sr = new Array; for (i = 0; i < (a.length - 2); i += 3) if ((x = MM_findObj(a[i])) != null) { document.MM_sr[j++] = x; if (!x.oSrc) x.oSrc = x.src; x.src = a[i + 2]; } } //--> </script> <script src="http://apps2.brandmini.com/bmscript.ashx?noinit=1" type="text/javascript"></script> </head> <body onload="MM_preloadImages('Images/general.jpg','Images/areas.jpg','Images/info.jpg')"> <div id="widget"></div> <script src="http://apps2.brandmini.com/Widget/bmwidget.ashx?i=39ab3ebd-4a2e-4aec-bad9-240aa6e105cf" type="text/javascript"></script> <script type="text/javascript"> var bmw = new BmWidget(); bmw.Init("widget", "80", true); bm.Init(null); </script> <div id="table-narrow"> <div id="body"> <div id="header"> <img src="Images/logo.jpg" id="logo" alt="" width="192" height="121" /><span id="menu"><a href="index.html" onmouseout="MM_swapImgRestore()" onmouseover="MM_swapImage('ImageGeneral','','Images/general.jpg',1)"><img src="Images/general_rev.jpg" alt="General" name="ImageGeneral" width="68" height="21" border="0" id="ImageGeneral" /></a> <a href="areas.html" onmouseout="MM_swapImgRestore()" onmouseover="MM_swapImage('ImageAreas','','Images/areas.jpg',1)"> <img src="Images/areas_rev.jpg" alt="Practice areas" name="ImageAreas" width="112" height="21" border="0" id="ImageAreas" /></a><a href="areas.html"></a> <a href="info.html" onmouseout="MM_swapImgRestore()" onmouseover="MM_swapImage('ImageInformation','','Images/info.jpg',1)"> <img src="Images/info_rev.jpg" alt="Information" name="ImageInformation" width="94" height="21" border="0" id="ImageInformation" /></a><span><img src="Images/1px.gif" width="76" height="121" id="menubox" /></span></span> <div style="position: absolute; padding-left: 80px; margin-top: -2px;"> <a href="areas.html">English</a> | <a href="areasRu.html">Russian</a> </div> </div> <div id="line"> <img src="Images/1px.gif" alt="" width="192" height="15" /><img src="Images/1px.gif" alt="" width="296" height="15" class="bg" /><img src="Images/1px.gif" alt="" width="76" height="15" class="bg2" /></div> <div id="img"> <img src="Images/areasimg.jpg" alt="" width="1200" height="70" /></div> <div id="content"> <div class="container"> <span class="text-wide"> <p> <b>General Corporate</b><br /> </p> <font size="8" face="Garamond"></font>We represent dozens of corporations and other business entities formed in New York, Delaware and various offshore jurisdictions. We offer these clients ongoing general corporate services, including registering business entities, drafting organizational documents and advising shareholders, directors and management with respect to ongoing corporate governance issues. We also assist corporate clients to properly document their business dealings by assisting in the preparation and negotiation of contracts covering a wide variety of business activities, including sales contracts, agency agreements, employment agreements and joint venture agreements. In addition, we provide legal representative services to foreign clients with domestic subsidiaries or branch offices, which services include helping clients to open and maintain bank accounts, supervising the preparation of annual Federal, state and local tax returns by qualified accountants and making required periodic filings to the appropriate governmental authorities. </p> </p> <p> <b>Mergers and Acquisitions</b><br /> </p> <font face="Garamond"></font>Much of our practice involves representing clients (both entities and individual investors) who are interested in either acquiring or selling companies, either through a sale of shares or through a sale of assets. We have conducted over 80 M&A transactions with an asset value ranging from $1,000,000 to $350,000,000. This experience covers both domestic acquisitions as well as more complex cross-border transactions involving multiple jurisdictions. It is standard for our firm to become involved in mergers and acquisitions when initial discussions begin so that we can fully assist our clients to properly structure the planned transaction and ensure that their objectives will be met. In cases where the client is selling but retaining a carried interest, we typically provide counsel to the client by ensuring that they have anti-dilution rights, rights of first refusal,  drag along/tag along rights and similar protections in a shareholder agreement and offering ongoing assistance to enforce such rights. We have provided legal assistance with respect to acquisitions in a number of diverse fields, including the petroleum, timber/woodworking and telecommunications industries. </p> <p> <b>Bank Finance</b><br /> </p> <font face="Garamond"></font>As part of our corporate practice, we frequently assist institutional lenders in providing a wide range of secured and unsecured credit facilities to businesses, either alone or in syndication with other financial institutions or entities. We have extensive experience working with straight credit, revolving credit facilities, asset based lending, convertible debt, transnational lending and financing using letters of credit. We also assist corporate clients seeking financing by negotiating with banks, private equity funds and other investors on their behalf with respect to credit agreements, notes and pledge and security agreements for secured assets. In addition, we also assist clients, when necessary, in securitizations and project financings. </p </p> <p> <b>Securities Law</b><br /> </p> <font face="Garamond"></font>All of the lawyers in our firm have significant experience working with securities law issues and we assist clients with respect to standard SEC filings as well as more complicated transactions such as private placements, public offerings and the delisting of companies from public exchanges. Due to the size of our firm and nature of our practice, we work together with larger New York firms when the transaction requires the preparation of offering circulars or similar informational statements, such that our clients are able to receive the attention of a smaller firm as well as minimize costs, while at the same time being able to rely on the resources of a larger firm. </p> </p> <p> <b>Broker-Dealer Compliance</b><br /> </p> <font face="Garamond"></font>Our firm has represented foreign and domestic broker/dealers from time to time, assisting and advising them with compliance and personnel issues as well as advising them and negotiating on their behalf with regulatory bodies including FINRA and the SEC. </p> </p> <p> <b>Private Equity and Investment Funds (including Venture Capital)</b><br /> </p> <font face="Garamond"></font>Our attorneys have represented over twenty venture capital funds and more than fifteen hedge funds as primary counsel from formation to investment (both debt and equity) in portfolio companies or portfolio funds in the United States, Asia, Europe and Latin America. Our firm has a wealth of experience in structuring, negotiating and drafting investment documentation as well as conducting due diligence on prospective investments. </p> </p> <p> <b>Start-Ups</b><br /> </p> <font face="Garamond"></font>Our attorneys have represented over 75 emerging growth companies from start-up, through mid-stage financing and ultimately exit transactions. Representative industries include: online services, mass media, software development, travel, pharmaceuticals, telecommunications, energy, oil & gas, non-profit services and medical devices. We provide a full range of services including analysis and evaluation of strategic decisions and corporate structure, the negotiation and drafting of financing agreements (debt and equity), software/technology license and integration agreements, manufacturing/supply agreements, distribution agreements, strategic partnerships, joint ventures, consulting agreements and employment contracts. We also provide limited advice on intellectual property issues and work closely with several small firms to support our clients efforts to protect their ideas and technology through patent and copyright support. </p> <p> <b>Commercial Real Estate</b><br /> </p> <font face="Garamond"></font>We represent our clients commercial real estate needs, from routine office leases to landmark building acquisitions. We have represented clients in dozens of purchases of commercial real estate, with asset values ranging from $250,000 to $100,000,000. We are also routinely involved in the preparation, review and negotiation of commercial lease agreements. The latter is typically provided as a courtesy to corporate clients as part of a larger plan of expanding their operations. In addition, we have relationships with brokers who can assist clients in locating real estate and help us to secure the best possible business terms for our clients. </p> </p> <p> <b>Tax Planning</b><br /> </p> <font face="Garamond"></font>When planning any business transaction, we always pay attention to the tax consequences of the proposed structure with respect to Federal, state and international taxation issues. Upon client request, we provide tax analysis to clients who require a detailed explanation of tax issues involved in a given transaction. In accordance with IRS regulations, we only provide tax advice to clients if expressly stated in the terms of the engagement letter for the matter in question. </p> </p> <p> <b>Oil and Gas</b><br /> </p> <font face="Garamond"></font>Many of our clients work in the oil and gas industry, and we have substantial experience working on projects in this field, including project financing (both upstream and downstream) and acquisitions, particularly in Russia and elsewhere in the former Soviet Union. We are also fully familiar with the regulatory framework of the oil and gas industries in several jurisdictions and have reviewed and revised concessions, licenses and similar documents on behalf of our clients. </p> </p> <p> <b>Business Immigration</b><br /> </p> <font face="Garamond"></font>As part of our corporate practice, we provide business immigration services to clients to assist them in bringing executives and other qualified professionals to the United States for work purposes. Additionally, many of our individual international clients are interested in immigrating to the United States in connection with their business activities. We have significant experience working with applications for various types of immigrant and non-immigrant visas, most notably EB-5, J, H-1B and O visas. </p> </p> <p> <b>Entertainment Law</b><br /> </p> <font face="Garamond"></font>We have several clients in the entertainment industry, particularly in independent film, and we provide them with a variety of services, including in the preparation and review of licensing agreements, releases, engagement agreements for actors, musicians and other talent, commission agreements, agency agreements and other documents necessary to protect their interests in their creative endeavors. </p> </p> <p> <b>Business Litigation</b><br /> <font face="Garamond"></font>We provide a full range of litigation services to clients in the states of New York, Connecticut, New Jersey and the Federal courts located in those states. Our attorneys always represent client interests zealously and without reserve. We coordinate our work with our clients in order to keep them informed of the course of a litigation matter, possible courses of action and resolution, current cost and the likely effectiveness of various strategies. Our attorneys do everything in their power to seek a favorable decision for clients or, if the client wishes, to reach a favorable out-of-court settlement. </p> </p> <p> <b>Offshore Entities</b><br /> </p> <font face="Garamond"></font>Much of our international practice involves the use of offshore entities in a variety of jurisdictions, most notably the British Virgin Islands, Cayman Islands, Cyprus and Guernsey. We have significant experience in working with clients to set up and maintain offshore entities, and we are comfortable working with offshore components ranging from standard special purpose investment vehicles to complicated offshore asset protection trusts. We have existing arrangements with reliable local counsel and other required local representatives in most popular offshore jurisdictions to ensure seamless representation of our clients interests in such jurisdictions. </p> </p> <p> <b>Practice in England and Wales</b><br /> </p> <font face="Garamond"></font>Our affiliated attorneys are qualified solicitors in England and Wales and have a representative office located in London, England. This English law capability allows us to offer the same exceptional level of professional service to clients who prefer to have English-law documents or who require arbitration or dispute resolution in London as those who use US law. </p> </p><br /> </span> </div> </div> </div> <div id="footer"> <div class="copy"> Copyright © 2006 - 2011<br /> All rights reserved </div> </div> </div> </body> </html>