Corporate & General Business – Restructuring & Reorganization of Corporation - Transfer of Control to Next Generation of Shareholders
Restructuring & Reorganization of Corporation & Transfer of Control to Next Generation of Shareholders
As the owners of a small corporation get older and approach retirement age, our business lawyers often work with clients to develop a plan to transfer control and decision-making duties to the next generation of shareholders. Here, Douglas Trokie was able to reorganize the officers and board of directors of the corporation to permit the shareholders’ children to have greater legal responsibility. As part of his work, Doug also updated the corporate minutes and by-laws in connection with the reconstituted Board and Officers. He also helped develop and draft policies for employee retention and employment agreements, so as to provide for a smooth transition of power from one generation to the next, to help ensure that the income stream of the corporation would not be adversely affected.
Representation of Foreign Investors in New York Theatrical Release
Representation of International Bank in Drafting, Reviewing & Negotiating ISDA Master Agreements, Schedules & Credit Support Annexes
McCarthy Fingar's Corporate & Commercial Finance lawyers have large experience in dealing with domestic and even international banking matters. Here, Peter D. Aufrichtig represented a multi-national Bank client in connection with a series of ISDA Master Agreements to allow the Bank to deal, from a variety of its international branches, with other Banks in connection with a wide variety of financial instruments including derivatives.
Investment in Brazilian Fund
Our Corporate and Tax lawyers often provide legal and tax advice clients on foreign investment opportunities. Howell Bramson advised a client in connection with a multi-million dollar investment, through an irrevocable family trust, in a Brazilian fund. With the growth rates in many emerging markets (e.g. the “BRIC” countries, i.e., Brazil, Russia, India and China) much higher than the growth rate in the United States, many investors are looking for opportunities in such countries. Such investments can involve complicated income tax issues as well as estate planning opportunities.
Corporate & General Business - Sale of Drug Store to Publicly Traded Company
Sale of Drug Store to Publicly Traded Chain of Drug Stores
Our Corporate & General Business lawyers are involved in many different types of sales and purchases of businesses. Howell Bramson has been involved in the purchase and sale of drug stores over the years. Here, Howell completed the sale of a drug store to a publicly traded chain of drug stores.
Representation of Banking Client in Successful Restructure of Corporate Debt
Our Commercial Finance & Corporate lawyers often work together to assist our banking and other clients. Here, Joseph P. Harrington and Milton R. Gleit represented one of our banking clients in restructuring a defaulted corporate loan. As part of their work, Joe and Milt negotiated and documented the bifurcation and restructure of a series of defaulted term loans. The creative outcome was that fifty percent of the total debt was consolidated into a single new term loan; and the remaining fifty percent was converted into a preferred equity position in the restructured borrower.
Corporate & General Business - Non-Compete Clauses - Sale of Drug Store's Prescription Inventory & Customer Lists
Corporate & General Business - Sale of Drug Store's Prescription Inventory & Customer Lists to CVS
Buying and selling businesses is an integral part of our Corporate & General Business practice. Howell Bramson has represented drug stores over the years, including a partial or complete sale of the business. Here, Howell represented the corporate owner of a substantial drug store in a sale of its prescription inventory and customer lists to CVS. As part of the transaction, the principal of the seller entered into a non-compete agreement.
Corporate & General Business – Sale of Business – Building Supplies Distributor
Representing Owners of Building Supplies Distributor in Sale of their Company
Our lawyers often represent companies and owners on the sale of their business assets. Here, Douglas Trokie represented the owners of a building supplies distributor in the $3 million sale of their company, including the structuring, negotiation and drafting of a stock purchase agreement and related consulting and non-compete agreements.
Negotiation & Drafting Transfer Agreements, Amendments to 45 Separate Borrowing Transactions among More than a Dozen Entities to be Conveyed to New Entity; Acting as Escrow Agent
In addition to coordinating, reviewing and advising clients on major commercial loan transactions for its banking clients, our lawyers sometimes assist clients on the large scale structural revision of lending operations associated with offshore mutual funds on behalf of foreign clients. Here, Peter D. Aufrichtig successfully structured, drafted, coordinated and closed a major shift of offshore mutual funds from an existing tax free jurisdiction to another tax free jurisdiction to avoid a third jurisdiction’s tax issues. Coordinating the transfer from one jurisdiction’s structure to another jurisdiction's structure as well as asset transfer of 45 separate major lending transactions totaling almost $10 Billion, with varying structures and loan documentation at a single closing. McCarthy Fingar acted, through Peter Aufrichtig, as the escrow agent for all parties, and as New York counsel to the mutual funds.
Corporate & General Business - School Bus Transportation Business
Representation of Owners of School Bus Transportation Business in Sale to Publicly-Traded Corporation
Our Corporate & Business lawyers often represent clients in the purchase and sale of businesses, and even develop expertise in the industry. Here, Howell Bramson represented the owners of a school bus transportation business in the sale of the business to a publicly traded corporation.
Commercial Building Sold in the Settlement of a Dissolution Action
Small, closely-held companies sometime have disputes between shareholders that cannot be resolved out of court. Our lawyers are often retained to represent either the company or one of the shareholders. Here, Douglas Trokie represented a shareholder of a corporation in a dissolution action where the company’s sole asset was a commercial building. Through Doug's efforts, the matter was settled, and the parties agreed to an amicable sale of the building; and the net proceeds of sale of the building were divided between the two shareholders.
Corporate & General Business - Sale of Business - Venture Capital Firm
Representation of President & Major Interest Holder of a Limited Liability Company in Successful Negotiation and Sale of Business
Our corporate lawyers sometimes represent principals of companies that sell their company but continue on with the acquiring company. Here, Howell Bramson represented the president and major interest holder of a limited liability company that was sold to a venture capital firm for a purchase price in excess of $14 million. The client remained as President and interest holder after the sale.
Favorable Settlement of Closely-Held Insurance Brokerage Business
Sometimes, business disputes are not settled until litigation has been commenced. Phillip C. Landrigan negotiated a settlement of a corporate dissolution action between brothers in the insurance brokerage business, after defeating pre-trial efforts to force the dissolution at book value. In the settlement, Phil obtained for the client: (i) complete control of the personal lines business, under extended non-compete terms; (ii) a premium factor on the value of the lines ceded to the co-shareholder; (iii) a personal guarantee of obligations under the settlement, secured by the client’s direct control over the revenues generated by the entire book of business, including that ceded to the other shareholder; as well as (iv) the other shareholder’s pro-rata payment of the capital gains tax on the grounds that the other shareholder’s action in seeking dissolution forced the gain to be realized.
Ellington v. HSBC, USDC, SDNY, Dkt. No.1:06-cv-2353
Phillip C. Landrigan obtained delivery of Venezuelan Oil warrants for the firm’s clients after an over six year failure to deliver, arguing the breach of contract to deliver securities occurred not on the settlement date, but when the Broker Dealer repudiated the obligation to deliver after the demand by the client.
The Firm’s hedge fund clients recovered all warrants that failed to settle as part of a market operations failure dating back to the 1990s when the warrants were first attached to bonds issued by Venezuela in connection with the South American debt restructuring. For over a decade after the warrants were issued the price of oil had not crossed the threshold requiring payment on the warrants. Brokerages valued the warrants at $0 and their failure to properly settle the warrants with the bonds was not captured by their “fail” reports because of the zero value. The client was unaware that the warrants were not delivered to its account together with the bonds that traded with the warrants under the Emerging Markets Trading Association (“EMTA”) market practices and post market failure netting protocols obtained by the firm over EMTA’s and the broker’s objections.
Phil was able to obtain evidence that, although the broker had argued the claim for a failure to deliver was stale, the broker was still carrying the failed trade on its books and records, and reported the failure to deliver to the NYSE as part of that SRO’s investigation of the industry wide failure to deliver Venezuelan Oil Warrants. In addition, Phil was able to obtain expert testimony from a senior brokerage industry insider that a failure to deliver securities on the settlement date (T 3) did not trigger the client’s buy in or cover obligations and that no breach or accrual of the action occurred until the brokerage house actually refused the client’s demand for delivery after the failure to deliver became known to the customer.
Denslow v. Wood-Smith, AAA Case No. 19-180-00222-04 (2007)
Phillip C. Landrigan, who co-chairs our Business Litigation group, sometimes represents clients before the American Arbitration Association (AAA). In this case, the AAA awarded the firm’s client a 50% interest upon dissolution of a corporation and denied claims made by the attorney co-shareholder for a partnership interest in real property and for attorney’s fees allegedly owed by the client in an unrelated personal injury action. In a contentious litigation with the client’s co-shareholder, who was also an attorney to the corporation and the client in the past, Phil was able to guide the client and the arbitrator through a thicket of allegations and theories conjured up by the attorney co-shareholder to deny the client the economic value of his interest in the corporation. The Arbitrator not only awarded the client 50% of the corporation, but denied the adversary’s claims for a partnership interest in real property titled in the client’s name but allegedly purchased under a verbal “partnership” agreement, as well as claims by the attorney for a contingent fee in connection with obtaining the settlement of a wrongful death claim on behalf of the client’s wife’s estate. The attorney sought to introduce evidence of the real estate partnership through the testimony of an attorney allegedly representing both parties in the real estate deal. Phil successfully convinced the non-attorney arbitrator that the testimony was barred by the attorney client privilege. Phil also obtained the OCA closing statement on the earlier personal injury claim as well as Surrogates Court records approving the wrongful death settlement and showing the amount of the attorney’s fee claimed and earlier awarded to the attorney adversary.
Business Transactions - Negotiations & Drafting Port Leases & Terminal Service Agreements
Negotiation & Drafting of Port Leases & Terminal Service Agreements
Our corporate and business lawyers often represent clients in complex negotiations on a business transaction. Here, Douglas Trokie represented an international paper company in the consolidation of its shipping operations into the United States. Doug drafted and negotiated a complex lease and terminal service agreements with the Ports of Philadelphia and Baltimore and the terminal operators at those ports.
Corporate & General Business - Intellectual Property – Enforcing Client’s Trademark Rights in Federal Court Litigation
Representation of Trademark Holder in Successful Litigation of United States Registered Trademark against Infringer
McCarthy Fingar's intellectual property lawyers represent clients on trademark infringement issues. Here, Peter Aufrichtig represented the holder of a Federal Trademark Registration against a major competitor using its Trademark. Peter was able to secure, through an action in Federal District Court in Salt Lake City, Utah, early injunctive and monetary relief. The infringing activity was stopped and the client received monetary damages from the Infringer.
Apex Pools v. Paul (Superior Court, Cambridge, Mass.)
Joel M. Aurnou represented a client, pro hac vice, in Superior Court in Cambridge, Massachusetts, in where Joel's client sought an injunction, contempt and damages for violation of a restrictive covenant in a franchise agreement Joel drew. Defendant, caught in perjury during Joel’s cross-examination, threw up while on witness stand. Defendant subsequently settled for more than the recorded judgment to avoid jail.
Represention of a Licensee in the Successful Negotiation of a Trademark & Design License
Our corporate and intellectual property lawyers sometimes help their clients on licensing name brands as part of their business plan. Here, Milton R. Gleit represented a licensee in the successful negotiation of a seven year trademark and design license for several internationally recognized fashion brands. Historically, the client's exclusive territory has generated more than $25 million of gross wholesale sales annually.
Extending Term of Maturity of Secured Note
Our Corporate lawyers have much experience in representing clients making loans or investments. Here, Milton R. Gleit represented a note holder to obtain a three year extension of maturity for approximately $2 million of additional cash consideration and a security interest in all assets of the corporate maker.
Representing Real Estate Developer Purchasing Real Estate for Retail Use
McCarthy Fingar's lawyers often represent clients buying real estate for commercial use. Here, Milton R. Gleit represented a real estate developer acquiring six lots from four sellers at a price exceeding $7 milllion for commercial redevelopment of the assemblage for retail use.
Representing a Licensee Negotiating an Extension & Expansion of a Multi-Million Dollar Trademark License
As part of the work of our Corporate & Intellectual Property lawyers, we often help clients on licenses for trademarks. Here, Milton R. Gleit represented a licensee negotiating an extension and expansion of a multi-million dollar trademark license.
Corporate & General Business - Representation of Stockholders on Sale to Company Specializing in Healthcare Industry
Representation of Stockholders on Sale to Company Specializing in Healthcare Industry
Our corporate lawyers have much experience in small and large corporate mergers and acquisitions. Here, Milton R. Gleit represented the stockholders of a privately-held public relations company, specializing in the healthcare industry, in a stock sale to a public company that provides clinical and marketing services to pharmaceutical and healthcare companies. The consideration for the transaction could exceed $36 million.
Corporate & General Business - Representation of Largest Equity Investor in Purchase of Manufacturer of Marine Components
Representation of Largest Equity Investor in Purchase of Manufacturer of Marine Components
Whether buying or selling a business, our corporate lawyers have large experience in comany acquisitions. Here, Milton R. Gleit represented the largest equity investor in the purchase of a manufacturer of marine components, principally ignition systems. The purchase price was in excess of $4,000,000.
Corporate & General Business - Representation of Executive Officers on Employment Agreements
Representation of Executive Officers on Employment Agreements
Our Corporate lawyers often represent key employees on employment agreements. Here, Milton R. Gleit represented several executive officers of a public company in separate negotiations of multi-million dollar employment agreements.