General Corporate

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. 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.

Mergers and Acquisitions

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 50 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.

Bank Finance

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.

Securities Law

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.

Broker-Dealer Compliance

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, the SEC and NASD.

Private Equity and Investment Funds (including Venture Capital)

Our attorneys have represented five venture capital funds and ten 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.

Start-Ups

Our attorneys have represented over 60 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.

Commercial Real Estate

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.

Tax Planning

In accordance with recent IRS regulations, we do not specifically provide tax advice to clients unless expressly stated in the terms of the engagement letter for the matter in question. However, when planning any business transaction, we always pay attention to the tax consequences of the proposed structure with respect to both US and international taxation issues. In addition, we may in some circumstances provide tax analysis to clients who require a more thorough explanation of tax issues involved in a given transaction upon their request, and in transactions with significant tax planning we coordinate our work with a firm of tax specialists.

Oil and Gas

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.

Entertainment Law

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.

Litigation
We provide a full range of litigation services to clients in the Greater New York metropolitan area. Because litigation is a costly and time-consuming process, our firm proposes reasonable litigation strategies to our clients designed to minimize the costs associated with court proceedings while maximizing our client’s chances for a successful resolution of the matter. Once our client has agreed upon a strategy with us, we work together with that client on an ongoing basis to ensure that a client is at all times informed regarding the progress of the matter, options which can be pursued and the relative costs and benefits of such options. We will also work, when possible and desired, to conduct settlement negotiations on our client’s behalf.