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Representative Cases and Matters for Corporate & General Business

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.

Corporate & General Business - Taxation - International Tax & Corporate Transaction

Representation of Foreign Investors in New York Theatrical Release

Inbound investments into the United States from abroad can be subject to unduly high taxes, both in the country of origin and in the United States. With proper planning and structuring, our Corporate and Tax lawyers can help in minimizing such taxes. Here, Howell Bramson and Robert J. Kigginsbb represented a group of foreign investors who invested in a Tony Award winning Broadway show. Howell and Bob recommended forming a corporate ownership structure for the investors that was designed to limit their taxes both in the U.S. and the country of origin (the United Kingdom). Later on, the US Company invested in a second theatrical release, which opened on Broadway to rave reviews in April, 2012.

Corporate & General Business - Commercial Finance - Banking – Drafting, Negotiating & Reviewing International Swap Dealers Association (ISDA) Master Agreements

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.


Corporate & General Business - Taxation - Investment in Brazilian Fund

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.

Commercial Finance - Corporate & General Business - Successful Restructure of Corporate Debt

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.

Corporate & General Business -  Commercial Finance - Banking – Successful Transfer of Multi-Billion Transfer of Offshore Mutual Fund Assets to New Tax Free Jurisdiction


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.


Business Litigation - Real Estate Transactions – Corporate Dissolution - Sale of Commercial Building

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.

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.

Corporate & General Business - Intellectual Property - Represention of a Licensee in Negotiation of a Trademark & Design License

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.

Commercial Finance - Corporate & General Business - Extending Term of Maturity of Secured Note

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.

Real Estate Transactions - Corporate & General Business - Representing Real Estate Developer to Purchase Real Estate for Retail Use

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.

Corporate & General Business - Intellectual Property - Representing a Licensee Negotiating an Extension and Expansion of Multi-Million Dollar Trademark License

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.