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Representative Transactions

• Shareholder Dispute Solved (March 10, 2010)
• Successfully Averted Huge Compensation Expense for Employer (March 14, 2010)
• Commissions Due Former Employee Successfully Obtained (March 15, 2010)
• Defended Former Employee in Anti-Competition Claim (March 16, 2010)
• International Tourism Office Sued by Ex-Employee (March 16, 2010)
• Equipment Lessor – $53 Million Portfolio (March 17, 2010)
• Karaoke Promotion for Beer Manufacturer (March 18, 2010)
• Counseling Developers of Luxury Housing in NYC (March 19, 2010)
• Represented seller in sale of brokerage division of regional commercial real estate company (via asset sale) to a nationally and internationally recognized commercial real estate company purchaser (February 18, 2021)
• Represented lender in $10,000,000 credit facility for working capital and acquisition facility. (March 10, 2021)
• Represented lenders in documenting and closing credit facilities secured by accounts receivable and other non-real estate collateral. (March 10, 2021)
• Developed captive finance company for leasing equipment owned by national publicly owned systems integrator/manufacturer. Prepared equipment lease documentation and full package of transactional instruments for documenting all equipment finance transactions. (March 10, 2021)
• Prepared municipal finance/lease documents to be utilized by bank owned equipment finance subsidiary in start-up of municipal equipment financing business unit. (March 10, 2021)
• Represented privately held and multi-national asset based lenders in portfolio purchases of lease and loans including the performance of due diligence on underlying portfolio. (March 10, 2021)
• Represent national aircraft management companies in connection with purchase, sale and financing of commercial aircraft. (March 10, 2021)
• Represented lender in a $50 million dollar asset-based credit facility to nationally recognized professional services firm. (March 10, 2021)
• Represented lender in a $10 million dollar and asset-based credit facility to a staffing company. (March 10, 2021)
• Represented agent and lead lender in an approximately $100 million dollar credit facility secured by accounts receivable and numerous parcels of real property. (March 10, 2021)
• Represented lender in multiple credit facilities to numerous commercial contractors. (March 10, 2021)
• Represented lenders on a regular basis on participations in middle market credit facilities. (March 10, 2021)
• Represented lenders in numerous healthcare related asset-based credit facilities. (March 10, 2021)
• Represented lender in connection with a $10 million investment line of credit for a real estate investor. (March 10, 2021)
• Represented an underwriter in a $100,000,000 financing for Hofstra University and $20,000,000 financing for the College of Aeronautics. (March 10, 2021)
• Represented placement agent in $25,000,000 private placement of tax-exempt bonds for the benefit of multiple agencies serving the disabled community. (March 10, 2021)
• Represented lender as letter of credit issuer for a $6,000,000 letter of credit securing a taxable industrial development revenue bond. (March 10, 2021)
• Represented university in issuance of $37,000,000 dormitory bond financing. (March 10, 2021)
• Represented seller in sale (via asset and equity sales) of six dental practices to a PE purchaser. (March 10, 2021)
• Represented seller in sale (via asset and equity sales) of six dental practices to a PE purchaser. (March 10, 2021)
• Represented PE purchaser in asset acquisition of regional auto parts retailer. (March 10, 2021)
• Represented multi-national distributor of polymer resin with operations throughout North American and Europe in connection with the sale of the company to private European investor. (March 10, 2021)
• Represented physician purchaser in the purchase of equity interest in ambulatory surgery center affiliated with major hospital chain. (March 10, 2021)
• Represented seller in connection with sale of hotel business and real estate located in East Hampton, New York. (March 10, 2021)
• Represented purchaser in the acquisition (via equity sale and joint venture) of industrial maintenance company. (March 10, 2021)
• Represented physician shareholders in the restructuring of their partnership and joinder of a new partner with partial sale of equity in a medical practice. (March 10, 2021)
• Represented purchaser in the buyout of business partner in human resources company. (March 10, 2021)
• Represented seller in sale of brokerage division of regional commercial real estate company (via asset sale) to a nationally and internationally recognized commercial real estate company purchaser. (March 10, 2021)
• Representing CBD manufacturer and distributor in SEC Regulation A Tier 2 (Up to $50 Million) Offering of preferred stock. (March 10, 2021)
• Represent fintech issuer in Series A Preferred Stock private placement financing. (March 10, 2021)
• Represented public company in successfully appealing OTC Markets ruling on trading restrictions. (March 10, 2021)
• Represented music industry executive in sale of management business to major music-industry company, and employment agreement for executive’s future services. (March 10, 2021)
• Representing education services company in international and domestic financing in seed financing. (March 10, 2021)
• Represented client in removal of trading restrictions with respect to investment securities in a publicly traded, former “shell” corporation. (March 10, 2021)
• Represent company in international restructuring of a New York City based highend skin care brand with affiliates in London, Paris, Hong Kong, Singapore and Korea. The resulting holding company is a Delaware entity and the restructuring was intended to take advantage of opportunities presented under the 2017 tax act. (March 10, 2021)
• Represented seller in sale of business (via type F-reorg and equity sale) of fintech company to PE backed strategic purchaser. (March 10, 2021)
• Represented seller in partial sale of manufacturing company (via type F-reorg and joint venture) to a foreign public company purchaser. (March 10, 2021)
• Represented industrial maintenance company in corporate tax restructuring. (March 10, 2021)
• Represented multiple location food and beverage industry company in corporate tax restructuring. (March 10, 2021)
• Represented buyer in the acquisition and financing of seven REITS, including both bank financing and a private equity investment. (March 10, 2021)
• Represented the buyer in the purchase of the entire loan portfolio of the United States financial services subsidiary of a Canadian multi-national lender. (March 10, 2021)
• Represented lender in commercial construction loan for construction of an eightstory building containing sixty four residential rental apartments and thirty two parking spaces in NYC. (March 10, 2021)
• Represent lenders in sales of participation interests in loan facilities. (March 10, 2021)
• Represented borrower/purchaser in the purchase and acquisition/building loan/project loan financing on four commercial properties in Kings County. The borrower develops self-storage facilities. (March 10, 2021)
• Represented lender in commercial construction loan for construction of an eightstory building containing sixty two residential rental apartments in the Bronx. (March 10, 2021)
• Represented owner in a re-financing of outstanding debt and additional anticipated financing of major renovations to operating Queens, NY major chain-branded hotel. (March 10, 2021)
• Represented private equity sponsored fund in the acquisition and financing of a portfolio of defaulted multi-family mortgage loans including a related loan on loan financing transaction. (March 10, 2021)
• Represented lender in term loan secured by assets, receivables and equity, to provide real estate investment capital to the owner. (March 10, 2021)
• Represented lender in the closing of a commercial mortgage loan and commercial revolving credit mortgage loan to a New York not-for-profit corporation that serves underprivileged girls in New York City. (March 10, 2021)
• Represented lender in connection with a commercial construction loan for construction of a twenty four residential condominium unit project in Rockland County. (March 10, 2021)
• Represented lender in the closing of acquisition/building loan/project loan financing to be used toward the development of condominiums in New York City. (March 10, 2021)
• Represented a not-for-profit New York State Charter School in the acquisition of a municipal school building with tax exempt municipal bond financing. (March 10, 2021)
• Represented a not-for-profit organization in the negotiation of a municipal bond default workout, requiring New York State Attorney General approval, and the closing of a new tax exempt municipal bond issuance. (March 10, 2021)
• Represented three not-for-profit organizations in connection with change in auspice approval from the New York State Office for People with Developmental Disabilities, and transfer of ownership and operation of multiple community residential facilities. (March 10, 2021)
• Represented religious corporation in connection with Court approval of a merger with another religious corporation, and New York State Attorney General approval to subsequent sale of the merged entity’s house of worship to a third party. (March 10, 2021)
• Represented a not-for-profit mental health and substance use disorder services provider in connection with New York State Attorney General approval of its merger with a federally qualified health center. (March 10, 2021)
• Representing several not-for-profit organizations in connection with their dissolutions and distributions of assets to other not-for-profit organizations. (March 10, 2021)
• Represented gas station and convenience store operator in refinancing of 91 stations in a transaction valued at $181 million. (March 11, 2021)
• Represented apartment owner in refinancing of 6 buildings in a transaction valued at approximately $240 million. (March 11, 2021)
• Represented lender in construction loan on a luxury condo project in a transaction valued at approximately $50 million. (March 11, 2021)
• Represented a ground lessor in a 99 year ground lease in NYC. (March 11, 2021)
• Represented a purchaser with SBA and institutional financing in a reverse 1031 exchange. (March 11, 2021)
• Represented investor in a long term development ground lease and joint venture agreements with development partners. (March 11, 2021)
• Represented investor group in a joint venture for equity position in a 55 and over townhouse development project. (March 11, 2021)
• Represented investor group in purchase of class A office buildings. (March 11, 2021)
• Represented seller on sale of the headquarters building of a major multinational corporation to a developer for the future redevelopment of the corporate park. (March 11, 2021)
• Represented purchaser of 5 triple net lease locations throughout Southeast USA. (March 11, 2021)
• Represented prominent New York City developer on acquisition of a 50,000 square foot development for 38 luxury condominiums in New York City. (March 11, 2021)
• Represented a purchaser as part of a 1031 Real Property Exchange in the acquisition of a New York City building which will host a 42 unit, 18 story condominium complex. (March 11, 2021)
• Represented a purchaser of a 600 unit apartment complex in Ohio with a purchase price of approximately $13,000,000.00. (March 11, 2021)
• Represented an owner of a shopping center in connection with the negotiation of several leases with national retail chains, including a 60,000 square foot supermarket lease. In addition, the firm was responsible for representing the Owner in connection with a $9,500,000 refinancing of the shopping center. (March 11, 2021)
• Represented a landlord in connection with a 100,000 square foot lease with a national tenant. (March 11, 2021)
• Represented the purchaser of partnership interest in 15 partnerships and settlement of related litigation claims. (March 11, 2021)
• Represented purchaser of $8,500,000 shopping center. (March 11, 2021)
• Represented a purchaser of a Hotel Complex in Florida with a purchase price of approximately $9,000,000.00. (March 11, 2021)
• Represented a purchaser in connection with the acquisition of an office/retail/parking use in New York, New York. (March 11, 2021)
• Represented a publicly traded mortgage REIT in connection with an $8,200,000 mortgage loan for premises located in New York, New York. (March 11, 2021)
• Represented a major regional bank in a series of construction loans to a developer of multi-family housing. (March 11, 2021)
• Regularly represent regional banks in loans of $1,000,000 to $10,000,000, secured by real estate and real estate partnership interests. (March 11, 2021)
• Represented a publicly traded mortgage REIT in connection with an $8,200,000 mortgage loan for premises located in New York, New York. (March 11, 2021)
• Represented a major regional bank in a series of construction loans to a developer of multi-family housing. (March 11, 2021)
• Regularly represent regional banks in loans of $1,000,000 to $10,000,000, secured by real estate and real estate partnership interests. (March 11, 2021)
• Represented a developer in the $17,000,000 restructuring of a mortgage loan secured by three separate properties. (March 11, 2021)
• Represented the borrower in a $25,000,000 loan secured by luxury rental apartments. (March 11, 2021)
• Represented the developer in $50,000,000 construction financing for a luxury senior housing complex. (March 11, 2021)
• Represented an underwriter in a $100,000,000 financing for Hofstra University and $20,000,000 financing for the College of Aeronautics. (March 11, 2021)
• Represented placement agent in $25,000,000 private placement of tax-exempt bonds for the benefit of multiple agencies serving the disabled community. (March 11, 2021)
• Represented lender as letter of credit issuer for a $6,000,000 letter of credit securing a taxable industrial development revenue bond. (March 11, 2021)
• Represented university in issuance of $37,000,000 dormitory bond financing. (March 11, 2021)
• Represented lender in $10,000,000 credit facility for working capital and facility acquisition. (March 11, 2021)
• Represented lenders in documenting and closing credit facilities secured by accounts receivable and other non-real estate collateral. (March 11, 2021)
• Developed captive finance company for leasing equipment owned by national publicly owned systems integrator/manufacturer. Prepared equipment lease documentation and full package of transactional instruments for documenting all equipment finance transactions. (March 11, 2021)
• Prepared municipal finance/lease documents to be utilized by bank owned equipment finance subsidiary in start-up of municipal equipment financing business unit. (March 11, 2021)
• Represented privately held and multi-national asset based lenders in portfolio purchases of lease and loans including the performance of due diligence on underlying portfolio. (March 11, 2021)
• Represent national aircraft management companies in connection with purchase, sale and financing of commercial aircraft. (March 11, 2021)
• Represented lender in a $30 million dollar asset-based credit facility to nationally recognized professional services firm. (March 11, 2021)
• Represented lender in a $10 million dollar + asset-based credit facility to a staffing company. (March 11, 2021)
• Represented agent and lead lender in an approximately $100 million dollar credit facility secured by accounts receivable and numerous parcels of real property. (March 11, 2021)
• Represented lender in multiple credit facilities to numerous commercial contractors. (March 11, 2021)
• In re Curative Health Services, Inc. et al. U.S. Bankruptcy Court, Southern District of New York (March 11, 2021)
• Represented many medical practices in mergers into or with other medical practices. (March 11, 2021)
• Represented the principal shareholder of eight long-term care and rehabilitation facilities in the sale of the facilities. (March 11, 2021)
• Represented medical professionals and related professional corporations in dissolutions and wind-downs. (March 11, 2021)
• Represent Medicaid providers in various healthcare sectors (providers of services, durable medical equipment, etc.) in connection with audits by the Office of Medicaid Inspector General and the Medicaid Fraud Control Unit of the Attorney General’s Office. (March 11, 2021)
• Negotiated provider participation agreements on behalf of specialty medical practices with major healthcare provider networks. (March 11, 2021)
• Represented a group of nursing homes through shareholder disputes. (March 11, 2021)
• Represented not-for-profit providers of mental health services in securing financing, regulatory compliance and reimbursement negotiations. (March 11, 2021)
• Tax Court litigation involving over $50 million in foreign income at issue. Taxpayer has a number of businesses in various South American countries that operate active companies in the pharmaceutical and construction industries. A favorable resolution with Appeals and Counsel’s office was achieved that reduced a $50 million liability down to approximately $30,000. Decision Documents reflecting the resolution was recently entered by the US Tax Court. (March 11, 2021)
• Controversy involving well-known author involving Form 843 claim for abatement of interest on substantial tax liabilities involving complex issues of credits of overpayments and filings of amended returns. (March 11, 2021)
• Controversy involving millions in asserted tax liabilities related to Reasonable Compensation issue for corporate owners/officers and Research & Development Credits that is currently at Appeals and could become a Tax Court case. (March 11, 2021)
• Controversy involving $10 million in taxes due by taxpayer in the New York real estate industry. Resolutions with both New York State and the IRS. (March 11, 2021)
• Favorable resolution of renowned patent and inventor’s tax liabilities. (March 11, 2021)
• Favorable settlements involving Sales Tax Assessments of over $6,000,000 for a large corporation, saving over $4,000,000 for the client. New Jersey company owed New York State sales taxes; secured significant reduction in sales taxes owed. (March 11, 2021)
• Favorable resolution of $2 million of tax liabilities, abatement of penalties and releases of filed tax liens for nationally known supplier of building and architectural products. (March 11, 2021)
• Favorable resolution of business client’s passport revocation due to substantial liabilities due. (March 11, 2021)
• Favorable resolution of retailer’s Lottery suspension and continuation of business for purposes of sale. (March 11, 2021)
• Innocent spouse case involving millions of tax liabilities of well-known Manhattan couple by which husband, a well-connected attorney and professor, took substantial conservation easement deductions that were disallowed. (March 11, 2021)
• Complete abatement of Responsible Person Assessments in cases against officers in the offending corporations, in the amounts of $2,000,000 and $300,000 respectively. (March 11, 2021)
• Favorable settlement agreements for both corporation and individual officers against which sales taxes of over $1.5 million were asserted. (March 11, 2021)
• Favorable settlement agreements for both corporation and individual officers for withholding taxes where over $1.7 million and $2 million was owed, respectively. (March 11, 2021)
• Favorable settlements involving New York State residency issues resulting in “no change” residency audits, one involving the CEO of a Long Island corporation. (March 11, 2021)
• Abatements of penalties (late filing, late payment, negligence penalty due to reasonable cause) involving hundreds of thousands of dollars for a number of clients. (March 11, 2021)
• Favorable settlement with both the IRS and Department of Labor involving pension plan qualification and compliance issues including a challenge to a $1.3 million adjustment against a non-profit corporation. (March 11, 2021)
• Obtained under severe time constraints the releases of Levies and Liens to facilitate property sales for a number of clients. (March 11, 2021)
• Negotiated settlement agreement with the Pension Benefit Guarantee Commission in an effort to cure client’s pension plan deficits and obtain withdrawals of tax liens filed (due to client’s failure to make in excess of $1M in required contributions.) Successfully closed funding transaction with all liens being withdrawn and a PBGC approved escrow account being established to hold proceeds necessary to effectuate a standard termination of the plans. (March 11, 2021)
• Negotiated the cancellation of a personal liability assessment made against an alleged responsible officer of company with outstanding payroll tax obligations. (March 11, 2021)
• Obtained a $100K+ reduction in a bulk sales tax assessment made against the alleged purchaser or transferee of local auto body shop (based on fair market value of assets actually transferred). (March 11, 2021)
• Obtained retroactive reinstatement of charity’s 501(c)(3) status after it had its taxexempt status revoked due to three-years of non-filing due to accountant error. (March 11, 2021)
• Corrected clients’ foreign compliance issues (i.e., information return and income tax reporting failures) via the submission of an offshore voluntary disclosure and receipt of closing agreement. Higher penalties and criminal exposure were avoided. (March 11, 2021)
• Advised on tax implications on the division of $20M commercial real property among legatees and co-owners. Recent widow wanted to extricate herself from husband’s commercial real estate partnerships without having to sell properties. Assisted in structuring series of transactions to separate ownership in manner that minimized taxable gain to both parties. (March 11, 2021)
• Advised on tax implications of structure of a potential $9M settlement in an SEC action. NYC litigation boutique about to settle significant SEC action by which SEC proposed a civil money penalty and disgorgement. We advised that the civil penalty element would not be deductible for federal income tax purposes and that the IRS viewed disgorgements as not deductible unless primarily compensatory (as opposed to punitive). Suggested that settlement agreement expressly provide that the disgorgement be paid to a Fair Fund created pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended for the benefit of injured investors. (March 11, 2021)
• Advised on structuring of the sale of a $50M group of patents. Client inventor held patents related to manufacture of bubble wrap. Patents were licensed to bubble wrap manufacturer. Manufacturer sought to purchase patents and related rights outright. We suggested allocation of purchase price in order to cushion the tax consequences. We advised that gain attributable to the patents was likely to be capital gain (taxed at favorable rates to the seller/client and not deductible by the buyer); and any payment attributable to the other related rights would be ordinary income to the seller/client, but deductible to the buyer. A negotiation ensued and mutually acceptable language was found. (March 11, 2021)
• Structured equity compensation to be paid to entertainers in connection with endorsement contracts. Advised entertainers on income tax aspects of endorsement contracts which provided for cash incentive payments and the grant of equity. Receipt of equity in connection with the performance of services can give rise to phantom income (taxable income without the liquidity to pay the related tax), thus we negotiated structures that, in some cases deferred the taxable event through the use of profits interests coupled with a catch up allocation; and in other cases provided for liquidity. (March 11, 2021)
• Advised on structures to effect tax-favorable freeze out of minority owners in a public company. Client local bank was considering a transaction to freeze-out minority shareholders. Applicable state corporate law permits a merger transaction to be used for this purpose. We are providing tax structuring in order to avoid taxable gain to the remaining shareholders. (March 11, 2021)
• Restructure of closely held financial advisory firm. We advised client, the founder of a successful financial Services firm on tax-favorable structures for the transition of ownership over time to his daughter. (March 11, 2021)
• An IRC Section 409A success. Client was a key employee at a well-known Bostonbased tech company. Upon his separation of service, he negotiated a significant separation payment. The employer argued that the separation payment would be subject to a 20% Section 409A penalty, which it was required to withhold. We argued that the penalty was not applicable to the payment as structured. Nevertheless, the employer, which was concerned about being hit with its own penalties for failing to withhold the Section 409A penalty if withholding was in fact required, insisted upon withholding. We negotiated a settlement whereby employer would withhold the 20% penalty from the separation payment made to client, but would reimburse client for half of the penalty. We advised client to file a claim for refund for the entire penalty. Last week, the refund was allowed and the client received a check for $75,000. (March 11, 2021)
• Structuring for foreign investment in US Commercial real estate. Structured investment by Israeli Group in their first foray into New York commercial real estate. The structure, which involves the use of a foreign non-grantor trust and limited liability companies is intended to achieve certain business objectives while minimizing US tax on operations and US gift and estate tax on later transfers. (March 11, 2021)
• Management equity structure for foreign tech company. We structured a management equity program for the US subsidiary of an Israeli tech company. The US subsidiary had employees in Israel, the structure had to accommodate both US and Israeli tax impact. Local counsel advised on Israeli tax issues. (March 11, 2021)
• Multiple Hotel Portfolio (March 24, 2021)
• Secured Bondholder, National Museum Bankruptcy (March 24, 2021)
• Multi Family Real Estate Portfolio (March 24, 2021)
• Commercial Mixed Use NYC Property (March 24, 2021)
• In the Matter of Kleinberg Electric, Inc., New York State Department of Economic Development (2018) (March 24, 2021)
• Horta Coslada Construcciones Metalicas, S.L. v. El Sol Contracting and Construction Corp., AAA International Centre for Dispute Resolution (2017) (March 24, 2021)
• M.B. Din Construction Inc. v. American Safety Casualty Ins. Co., Supreme Court of the State of New York, Kings County (2016) (March 24, 2021)
• Arnell Constr. Corp. v New York City Sch. Constr. Auth., Appellate Division, 2d Dept (2016) (March 24, 2021)
• Donaldson Interior, Inc. v. F.J. Sciame Construction Co., Inc. et al Supreme Court of the State of New York, Suffolk County (2016) (March 24, 2021)
• Perini/O&G, A Joint Venture vs. Usiminas Mecanica S.A., United States District Court, Southern District of New York (2015) (March 24, 2021)
• Mometal Structures, Inc. v. T.A. Ahern Contractors Corp., United States District Court, Eastern District of New York (2013) (March 24, 2021)
• Italine Inc. v. The Dormitory Authority of the State of New York & Liberty Mutual as intervenor complainant, Supreme Court of the State of New York, Albany County (2013) (March 24, 2021)
• T.A. Ahern Contractors Corp. v. The Dormitory Authority of the State of New York, Supreme Court of the State of New York State, New York County (2012) (March 24, 2021)
• Nycon Supply Corp. v. Great Am. Constr. Corp., Supreme Court of the State of New York, Kings County (2009) (March 24, 2021)
• National Union Fire Ins. Co. of Pittsburgh, PA v. Cox Mechanical Contracting, Inc., Supreme Court of the State of New York, Queens County (2008) (March 24, 2021)
• Matland Contracting Inc. v. Federico, Supreme Court, Nassau County (2008) (March 24, 2021)
• Arnell Constr. Corp. v New York City Sch. Constr. Auth., 144 A.D.3d 714, 41 N.Y.S.3d 101, 2016 N.Y. App. Div. LEXIS 7173, 2016 NY Slip Op 07282 (2d Dep’t 2016) (March 24, 2021)
• Mometal Structures, Inc. v. Ahern Contrs. Corp., 2013 U.S. Dist. LEXIS 27797 (E.D.N.Y. 2013) (March 24, 2021)
• God’s Battalion of Prayer Pentecostal Church, Inc. v. Miele Assocs., LLP, 10 A.D.3d 671, 781 N.Y.S.2d 785 (2d Dep’t 2004) (March 24, 2021)
• Picone/McCullagh v. Miele, 283 A.D.2d 501, 724 N.Y.S.2d 473, 2001 N.Y. App. Div. LEXIS 4972 (2d Dep’t 2001) (March 24, 2021)
• City of New York v. Cross Bay Contr. Corp., 93 N.Y.2d 14, 709 N.E.2d 459, 686 N.Y.S.2d 750, 1999 N.Y. LEXIS 42 (1999) (March 24, 2021)
• Golfo v. Sopher, 253 A.D.2d 479, 676 N.Y.S.2d 499, 1998 N.Y. App. Div. LEXIS 8900 (2d Dep’t 1998) (March 24, 2021)
• United States ex rel. Tower Masonry v. J. Kokolakis Contracting, 1995 U.S. Dist. LEXIS 13024, 40 Cont. Cas. Fed. (CCH) P76,843 (S.D.N.Y. 1995) (March 24, 2021)
• Sommer v. Federal Signal Corp., 79 N.Y.2d 540, 593 N.E.2d 1365, 583 N.Y.S.2d 957, 1992 N.Y. LEXIS 1305 (1992) (March 24, 2021)
• In re Homesteads at Newtown, LLC. U.S. Bankruptcy Court, District of Connecticut (March 24, 2021)
• Not Disclosed Under Confidentiality (March 24, 2021)
• 240 Church et al. (March 24, 2021)
• Not Disclosed Under Confidentiality (March 24, 2021)
• Not Disclosed Under Confidentiality (March 24, 2021)
• Terravista Partners-Pecan Partners et al. (Bankr. W.D. Tex. Case No. 19-51100) (March 24, 2021)
• In re 4218 Partners LLC (4218 Partners LLC v. Maguire Ft. Hamilton LLC), 2020 WL 477815 (2020) (March 24, 2021)
• Signature v. Neighbors (March 24, 2021)
• In re: Curative Health Services, Inc. et al. (March 24, 2021)
• In re: Homesteads at Newtown, LLC (March 24, 2021)
• The Captus Group (March 24, 2021)
• IC Works, Inc. (March 24, 2021)
• Not Disclosed Under Confidentiality (March 24, 2021)
• 240 Church et al. (March 24, 2021)
• American Tissue Corp. (March 24, 2021)
• Luis Electrical Contracting Corp. (March 24, 2021)
• In re: Gurneys Inn Resort & Spa, Ltd. (March 24, 2021)
• In re: Second Phoenix Corp. (March 24, 2021)
• The Plaza Hotel, 768 Fifth Avenue, New York, New York (March 24, 2021)
• Sunrise Association Headquarters, Oceanside, New York (March 24, 2021)
• 215 Chrystie Street, New York, New York (March 24, 2021)
• One Vandam at 180 Avenue of the Americas, New York, New York (March 24, 2021)
• The Azure Tower, New York, New York (March 24, 2021)
• 11 Hoyt Street, Brooklyn, New York (March 24, 2021)
• Hilton Garden Inn, New York, New York (March 24, 2021)
• 303 East 51st Street, New York, New York (March 24, 2021)
• 1355 First Avenue, New York, New York (March 24, 2021)
• New Science Laboratories, Columbia University, New York, New York (March 24, 2021)
• 551 W 21st Street, New York, New York (March 24, 2021)
• Hampton Inn, Commack, New York (March 24, 2021)
• Barry & Florence Friedberg Jewish Community Center, Oceanside, New York (March 24, 2021)
• 90 Church Street (Post 9/11 abatement), New York, New York (March 24, 2021)
• Old Westbury Golf and Country Club, Old Westbury, New York (March 24, 2021)
• Brookhaven Landfill – Town of Brookhaven (March 24, 2021)
• Smithtown Landfill Capping & Closure – Town of Smithtown (March 24, 2021)
• Queensboro Bridge – NYC DOT (March 24, 2021)
• Williamsburg Bridge – NYC DOT (March 24, 2021)
• 280 Broadway (“The Marble Palace”) – NYC DCAS (March 24, 2021)
• P.S./I.S. 75, New York, NY – NYC SCA (March 24, 2021)
• P.S. 52 – Brooklyn, NY – NYC SCA (March 24, 2021)
• Tilden High School – NYC SCA (March 24, 2021)
• Anna M. Kross Center and the George Motchan Detention Center, Rikers Island – NY DDC (March 24, 2021)
• Red Hook Water Pollution Control Plant – NYC DEP (March 24, 2021)
• Newtown Creek Water Treatment Plant – NYC DEP (March 24, 2021)
• Mt. Sinai Hospital – Medical College – CUNY (March 24, 2021)
• Robert Moses Causeway – NYS DOT (March 24, 2021)
• Taconic Parkway – NYS DOT (March 24, 2021)
• Long Island Development Center – State of NY Facilities Development (March 24, 2021)
• CUNY Grad Center – (former B. Altman Building – 34th Street) – Dormitory Authority State of New York (March 24, 2021)
• Louis J. Lefkowitz State Office Building – NYS Office of General Services (March 24, 2021)
• Pilgrim State Psychiatric Center – Dormitory Authority State of New York (March 24, 2021)
• Metropolitan Detention Center, Brooklyn, NY – Federal Bureau of Prisons – U.S. Justice Department (March 24, 2021)
• North River Tunnels – AmTrak National Railroad Passenger Corp. (March 24, 2021)
• Westover Air Reserve Base, U.S. Marine Corp. – U.S. Naval Facilities Engineer Command (NAVFAC) (March 24, 2021)
• Northport VA Hospital – U.S. Veterans Administration (March 24, 2021)
• Brick Village – Governor’s Island – U.S. Coast Guard (March 24, 2021)
• West Point Academy – Dormitory Facilities – U.S. Army Corps of Engineers (March 24, 2021)
• New York Post Office – U.S. Postal Service (March 24, 2021)
• Picatinny Arsenal – U.S. Army Corps of Engineers (March 24, 2021)
• U.S. Coast Guard Station, Hampton Bays – Dept. of Transportation U.S. Coast Guard (March 24, 2021)
• 26 Federal Plaza – General Services Administration (March 24, 2021)
• U.S. Post Office and Court House – General Services Administration (March 24, 2021)
• Nelson Family Residence – NYC Housing Authority (March 24, 2021)
• Grand Central Terminal Signal Installation – Metro North Commuter Railroad Co. (March 24, 2021)
• West End Line – Signal Modernization – NYC Transit Authority (MTA) (March 24, 2021)
• Coney Island Yard – NYC Transit Authority (MTA) (March 24, 2021)
• Broadway/East NY Complex (March 24, 2021)
• Eighth Avenue Line (March 24, 2021)
• Howland Hook Marine Terminal – Port Authority of NY and NJ (March 24, 2021)
• George Washington Bridge – Port Authority of NY and NJ (March 24, 2021)
• Tappan Zee Bridge – NYS Thruway Authority (March 24, 2021)
• Jackson Summit Reservoir Dam Spillway – City of Gloversville (March 24, 2021)
• Mott Street Pumping Station, Island Park – Dept. of Public Works, Nassau County (March 24, 2021)
• Babylon Landfill Capping & Closure – Town of Babylon (March 24, 2021)
• Represented family members making investments in a real estate investment fund, including the negation of side letter offering clients terms more advantageous than those being granted to other fund investors. (March 26, 2021)
• Represented underwriter of a China-based company in connection with a US public offering. (March 26, 2021)
• Represented clients in connection with submissions to FINRA resulting in FINRA closing a filing deficiency investigation of an OTC Markets company. (March 26, 2021)
• Represented celebrity clients in connection with investments in early-round financing of start-up and operating companies in technology, cannabis, music, and social media industries. (March 26, 2021)
• Represented emerging music industry issuer in Series A-1 Preferred Stock private placement financing. (March 26, 2021)
• Represented a nutraceuticals company in corporate tax restructuring. (March 26, 2021)
• Represented company in a restructure transaction, pursuant to which it amended and restated its operating agreement to add two new members, who subsequently entered into restrictive unit agreements and executive service provider agreements. (March 26, 2021)
• Represented family business established in 1952 with passing business interests from the second generation to the third generation by way of gifting shares. (March 26, 2021)
• Represented a lender in connection with a commercial construction loan facility for construction of a new seven-story elevator building in the Bronx, NY containing 22 residential rental apartments and 11 parking units. (March 26, 2021)
• Represented lender in connection with the financing for interior fit out by property owner for municipal government tenant. (March 26, 2021)
• Represented an institutional lender in the closing of a construction loan for construction of an 8-story, 95-unit residential building. (March 26, 2021)
• Represented numerous financial institutions in the management of portfolio wide modifications due to the COVID-19 pandemic. (March 26, 2021)
• Represented a lender in connection with commercial construction loan facility for construction of a new four-story elevator building in the Bronx, NY containing 19 residential rental apartments. (March 26, 2021)
• Represented a borrower in the closing of a SBA 7(a) loan on an expedited basis in order to qualify for certain payment incentives under the CARES Act. (March 26, 2021)
• Represented private investment fund in the acquisition and enforcement of combined first mortgage and mezzanine loan secured by a real estate development project in Brooklyn. (March 26, 2021)
• Represented lender in connection with the acquisition finance of anchored strip mall in Nassau County. (March 26, 2021)
• Represented a lender in connection with a commercial construction loan facility for construction of a new four-story walk-up building in the Bronx, NY containing 23 residential rental apartments. (March 26, 2021)
• Represented Israeli Bond Trustee in connection with the refinancing of debentures used to finance a large luxury multi-family apartment complex in New York City. (March 26, 2021)
• Represented an institutional lender in the closing of a priority loan facility pursuant to the Main Street Lending Program under the CARES ACT, which is secured by, among other things, a large fleet of commuter ferries operating in the tri-state area. (March 26, 2021)
• Represented lender in connection with the refinance of a film, television and video game production facility for improvements and expansion. (March 26, 2021)
• Represented a European-based fund in providing seed capital to fund a U.S.-based lender’s acquisition and site improvement loan facility for the development of a Texas project, and a construction loan facility for the development of a Tennessee project. (March 26, 2021)
• Represented an institutional lender in the closing of two priority loan facilities pursuant to the Main Street Lending Program under the CARES Act: the first was to an international fashion brand, and the second was to a New York based company that provides wellness services for dogs. (March 26, 2021)
• Represented a New York City based not-for-profit corporation that transferred all of its assets, including five community residences, to its sole corporate member. The transaction required approval of the New York State Office for People with Developmental Disabilities and the New York State Attorney General. (March 26, 2021)
• Represented a large New York not-for-profit corporation in connection with a $35,000,000 municipal bond financing. The purpose of the bond financing was to: (i) refinance existing municipal bonds and (ii) finance the acquisition and renovations at several properties in Suffolk County to develop group homes for people with mental and physical disabilities. (March 26, 2021)
• Represented New York not-for-profit corporation that provided digital preservation and data management services to institutions, collections and archives in connection with its dissolution and distribution of assets. Following Attorney General approval, all assets were transferred to a Pennsylvania nonprofit corporation that provides open technologies and digital solutions for libraries, museums, and universities. (March 26, 2021)
• Represented physician in connection with affiliation with virtual multidisciplinary mental health practice. (March 26, 2021)
• Represented seller in connection with the sale (via assets and equity) of medical practice group to physician partner. (March 26, 2021)
• Represented sellers in a healthcare transportation industry sale of business via an F-reorganization to an international buyer. (March 26, 2021)
• Represented public company buyer with international operations in connection with the purchase of a controlling interest in, and joint venture arrangement with, national specialty medical products supplier. (March 26, 2021)
• Represented seller in connection with the sale (via asset sale) of local car wash. (March 28, 2021)
• Represented seller in connection with the sale (via equity sale) of renowned doll manufacturer and distributor. (March 28, 2021)
• Represented seller in sale of membership interest in a vehicle lending company, including limiting exposure of seller-related parties under various personal guaranties that survived the closing of the sale transaction. (March 28, 2021)
• Represented buyer in connection with the buy-out of his partner’s 50% equity interest in a nursery, tree farm and composting company. (March 28, 2021)
• Represented iconic New York City restaurant in the sale (via asset sale) of its business to the building owner where the restaurant is located. (March 28, 2021)
• Represented seller in connection with the sale (via equity sale) of social and emotional learning technology business to leading education and safety software company purchaser. (March 28, 2021)
• Represented seller in connection with the sale (via asset sale) of wage parity and employee benefits solutions business to national insurance brokerage and risk management firm. (March 28, 2021)
• Represented sellers in connection with the sale (via asset sale) of three regional payroll and human resources companies to public company purchaser. (March 28, 2021)
• Represented seller of leading entertainment music streaming business featuring known recording artists to strategic industry buyer. (March 28, 2021)
• Represented partner in connection with the sale (via equity sale) of a licensed medicinal cannabis grower and distributer. (April 7, 2022)
• Represented Registered Investment Advisor in connection with change in control transaction. (April 7, 2022)
• Represented company in the merger of two Long Island accounting firms. (April 7, 2022)
• Represented seller in connection with the sale of multistate title service company (via F-Reorganization and equity sale) to national private title insurance and settlement service provider. (April 7, 2022)
• Represented seller in connection with sale (via asset and equity sale) of cloud software consulting company. (April 7, 2022)
• Represented seller in connection with the sale (via equity sale) of popular media streaming company to international mobile streaming application. (April 7, 2022)
• Represented purchaser of minority interest in office equipment distributor, including obtaining release of minority interest holder’s guarantee to mid-sized regional bank and purchase of minority interest holder’s interest in affiliated real estate partnership. (April 7, 2022)
• Represented seller in connection with sale (via asset sale) of electronic component manufacturer and distributor business, including negotiation of Consulting Agreement and lease of premises by a seller affiliate to the purchaser with the option to purchase premises during the lease term. (April 7, 2022)
• Represented seller in connection with international sale (via equity sale) of real estate holding company. (April 7, 2022)
• Represented seller in connection with sale (via equity sale) of cloud consulting firm to, and acquisition of rollover equity in, UK PE-backed purchaser. (April 7, 2022)
• Represented seller in connection with the sale (via F-reorganization and equity sale) of managed information technology business to leading national information technology firm. (April 7, 2022)
• Represented seller in connection with sale (via equity sale) of a design and technology business operating in the art industry in sale of the business (via equity sale) to a private equity firm. (April 7, 2022)
• Represented seller in connection with a sale (via asset sale) of its NYC supermarket business (via asset sale), and related transfer of real estate interests. (April 7, 2022)
• Represented seller in connection with sale (via equity sale) of sophisticated security services and products in the sale of 100% of its equity to a private equity firm. (April 7, 2022)
• Represented purchaser in connection with the sale (via equity sale) of a 50% equity interest in a nursery/tree farm and soil composting company. (April 7, 2022)
• Represented manufacturer of high-end windows and doors in connection with the preparation of an Employment Agreement, Consulting Agreement, and Stock Redemption Agreement with respect to the long-term President of the company. (April 7, 2022)
• Represented physician purchaser in connection with acquisition of assets of psychiatry practice. (April 7, 2022)
• Represented physician purchaser in connection with acquisition of assets of oncology practice. (April 7, 2022)
• Represented professional entity purchaser in connection with acquisition of podiatry practice. (April 7, 2022)
• Began representation of the owners of a dental laboratory in the sale of 100% of their equity to a private equity firm. (April 7, 2022)
• Represented newly formed cryptocurrency funds in two Rule 506(b) private placements, including preparation of operating agreements and offering documents, and SEC and state “Blue Sky” filings. (April 7, 2022)
• Represented lender on term loan and non-revolving credit line/letter of credit for development and landlord buildout of New York City administrative offices, secured by mortgage on development site and equity pledge of principals. (April 7, 2022)
• Represented lender on acquisition loan for investment real estate tenanted by renowned national brands. (April 7, 2022)
• Represented lender on equity recapture term loan and non-revolving credit line, secured by a midtown landmark-status building, occupied by over 30 tenants in the fashion, jewelry, tourism and finance industries. (April 7, 2022)
• Represented the lender in connection with a commercial construction loan for development of a seven story elevatored building containing 38 residential rental units, a community facility, two rooftop recreation areas, and 11 on-site parking spaces at Bronx property. (April 7, 2022)
• Represented the lender in connection with a commercial construction loan for development of a residential property project in Orange County. (April 7, 2022)
• Represented the lender in connection with a commercial construction loan for development of a six story elevatored building containing 17 residential rental units at Bronx property. (April 7, 2022)
• Represented lender in connection with a commercial construction loan for development of an eight story elevatored building containing 41 residential rental units and 21 on-site parking spaces at Brooklyn property. (April 7, 2022)
• Represented borrowers in several property acquisitions and subsequent construction financing transactions all in connection with the development of several self-storage facilities on Long Island and in New York City. (April 7, 2022)
• Advised popular Long Island entertainment venue in successfully obtaining a Shuttered Venue Operators Grant as well as obtaining financial assistance for a catering business pursuant to the Restaurant Revitalization Fund. (April 7, 2022)
• Represented lender in connection with the severing of several long-standing blanket mortgage loan facilities into three stand-alone mortgage loans, a term loan, and a line of credit facility to a major medical services provider on Long Island. (April 7, 2022)
• Restructured of a Prime Credit Master Fund, creating numerous special purchases, bankruptcy remote vehicles to hold portfolio of debt of multiple debtors, creating feeder funds to invest in Master Fund, and negotiating with banks to further leverage loan portfolio. (April 7, 2022)
• Represented large not-for-profit human services agency in the acquisition and member substitution of another not-for-profit corporation. (April 7, 2022)
• Represented the owners of a 143,000 square foot warehouse on Long Island in a sale of a major real estate management firm. (April 7, 2022)
• Represented purchaser in connection with the restructuring and acquisition (via equity sale) of comprehensive emergency restoration services company. (April 7, 2022)
• Represented commercial real estate feeder fund in Rule 506(b) private placement, including formation of feeder fund and drafting of offering documents. (April 7, 2022)
• Represented healthcare technology company in connection with proposed underwritten initial public offering, including preparation of S-1 Registration Statement. (April 7, 2022)
• Represented numerous professional athletes, multi-Grammy award winning musicians, and other celebrities, in their investments in SAFEs, Seed Round securities, and late-round Preferred Stock offerings. (April 7, 2022)
• Represented the sponsor of a nursing home in connection with the restructuring, participation in and closing of new municipal bonds through a Bankruptcy Court Chapter 11 plan of reorganization. (April 7, 2022)
• Represented celebrities in endorsement arrangements with established food and beverage, technology, and clothing companies, and start-up technology, cryptocurrency, and other business enterprises. (April 7, 2022)
• Represented a prominent real estate company in the sale of a commercial property containing a CVS and Teachers Federal Credit Union in Long Island, New York for a sales price of $20,000,000.00. (January 11, 2023)
• Represented a prominent real estate company in the sale of a shopping center in Long Island, New York for a sales price of $11,000,000.00. (January 11, 2023)
• Represented a prominent real estate company in the sale of a 7-Eleven in Long Island, New York for a sales price of $5,486,000.00. (January 11, 2023)
• Represented a purchaser in connection with acquisitions of single tenant triple net properties in Wisconsin and Georgia, consisting of a Johnson Bank and CVS, respectively, as part of the completion of a 1031 Real Estate exchange for a combined purchase price of $5,000,000.00, including all facets of property and leasing due diligence review and loan assumption. (January 11, 2023)
• Represented a real estate developer in connection with acquisition and construction loan financing in the amount of $7,000,000.000 from an alternative funding group of a commercial property in Garnerville, New York. (January 11, 2023)
• Represented Family Partnership in connection with the sale of membership interests in a limited liability company which owns a commercial office building in New York. (January 11, 2023)
• Represented a prominent Long Island real estate company in connection with a loan refinance in the amount of $15,000,000.00 from an insurance company providing secured financing for an apartment complex in Long Island, New York. (January 11, 2023)
• Represented a prominent Long Island real estate company in connection with a loan refinance in the amount of $9,300,000.00 from an insurance company providing secured financing for an apartment complex in Long Island, New York. (January 11, 2023)
• Represented a prominent Long Island real estate company in connection with construction loan financing in the amount of $28,000,000.00 from a national commercial bank for an apartment building in Long Island, New York. (January 11, 2023)
• Represented a real estate investor in connection with the sale of three 100+ unit residential apartment complexes in Greensboro, North Carolina for a combined sales price of $33,000,000.00 and qualified the sales as 1031 Real Estate Exchanges. Completed the foregoing exchanges by subsequently representing the investor in connection with the acquisition of a triple net single tenant asset property in Montgomery County, Maryland consisting of a Giant Supermarket for a purchase price of $28,325,000.00 and financing from a federal credit union of $13,000,000.00, including all facets of property and leasing due diligence review. (January 11, 2023)
• Represented a seller in connection with the sale of vacant land in Ronkonkoma, New York for a sales price of $6,950,000.00. (January 11, 2023)
• Represented a property owner in the acquisition of a multi-family tenanted apartment building in downtown Brooklyn, New York for a purchase price of $6,750,000.00 (including all facets of property and leasing due diligence review) and subsequent mortgage loan financing from an independent commercial bank in the amount of $3,000,000.00. (January 11, 2023)
• Represented a seller in connection with the sale of industrial space in Bohemia, New York for a sales price of $12,550,000.00. (January 11, 2023)
• Represented a federally insured Bank in connection with the acquisition of a bank branch location in Brooklyn, New York for a purchase price of $13,200,000.00. (January 11, 2023)
• Represented a developer in connection with Construction Loan financing in the amount of $4,425,000.00 from an independent commercial bank for the development of a multi-family project in Brooklyn, New York. (January 11, 2023)
• Represented a family partnership in the sale of farm land with tenant in the Hamptons, Long Island for a sales price of $16,000,000.00. (January 11, 2023)
• Represented a real estate company in connection with the refinance of two shopping centers with two federal credit unions for a loan amount of $23,000,000.00 and $6,250,000.00, respectively. (January 11, 2023)
• Represented a federally insured banking institution in the disposition and sale of several foreclosed commercial and residential condominium units. (January 11, 2023)
• Represented a federally insured banking institution in providing bridge loan financing to investors and developers in connection with acquisitions of various multifamily and invest properties. (January 11, 2023)
• Represented an investor group in the sale of a single tenant restaurant/bar in Long Island, New York for a purchase price of $11,000,000.00 and qualified the transaction as a 1031 Real Property Exchange. (January 11, 2023)
• Represented a purchaser in the acquisition of a triple net single tenant asset property in New York consisting of a Wendy’s for a purchase price of $2,625,000.00 and financing from a commercial bank of $1,312,500.00. (January 11, 2023)
• Represented a developer in the acquisition of a condominium building in Queens out of a Chapter 11 Bankruptcy for a purchase price of $10,150,000.00 together with mortgage financing from a privately-held, real estate lending platform of $8,400,000.00. (January 11, 2023)
• Represented a prominent shopping center owner in the sale of four shopping centers on Long Island for a total combined sales price of $130,000,000.00. (January 11, 2023)
• Represented an investment group in the acquisition of four, 100+ unit apartment complexes in Arkansas, together with JV partnership with Seller for a total combined purchase price of $22,750,000.00 and acquisition financing, including all facets of property and leasing due diligence review. (January 11, 2023)
• Represented a tenant in a long-term lease with The City of New York for approximately 106,000 square feet of storage facility space in Bronx, New York. (May 9, 2024)
• Represented sellers in connection with the sale (via F-Reorganization and equity sale) of four regional insurance companies to private equity-backed purchaser. (June 18, 2024)
• Represented accounting firm in the sale of its not-for-profit accounting, tax and consulting arm (via asset sale) to an emerging practice. (June 18, 2024)
• Represented seller in connection with the restructuring and sale of its elevator parts distribution company to a private equity-backed buyer. (June 18, 2024)
• Represented a multinational valuables logistics and secure parcel transportation company in connection with the sale of its business (via equity sale) to a European based purchaser. (June 18, 2024)
• Represented an investment fund in connection with its winding down of business, sale of assets, and dissolution. (June 18, 2024)
• Represent seller in connection with the partial sale of its wealth management company. (June 18, 2024)
• Represented buyer in connection with the purchase (via asset purchase) of a tent and rental company. (June 18, 2024)
• Represented seller in connection with the sale (via asset sale) of a high-tech company to a larger entity with seller’s principal becoming chief operating officer of purchaser. (June 18, 2024)
• Represented a client in negotiations of more favorable terms than the prior transaction, involving the sale of client’s business to an Israeli company after client aided in a significant increase in purchaser’s revenues and profits. (June 18, 2024)
• Represented seller in connection with the sale (via asset sale) a privately-held safari travel business. (June 18, 2024)
• Represented seller shareholders in connection with the sale (via equity sale) of a battery manufacturer to a public company purchaser. (June 18, 2024)
• Represented a minority owner in the purchase of majority shareholder positions in three privately-held moving and storage enterprises. (June 18, 2024)
• Represented buyer in connection with two purchases (via asset purchase) of moving and storage businesses from separate sellers located in Florida, New Jersey and New York. (June 18, 2024)
• Represented buyer in connection with (i) the purchase of a business comprised of the wholesale and retail sale of bulk materials (including compost, sand, soil, mulch, stones, pavers, masonry materials, tools and hardware), and (ii) leasing the real estate to conduct its business. (June 18, 2024)
• Represented seller in connection with the sale (via equity sale) of an aesthetic-driven prosthetic dental laboratory to a private equity firm. (June 18, 2024)
• Represented seller in connection with the sale (via equity sale) of a security and technology company to a private equity firm. (June 18, 2024)
• Represented buyer in connection with the acquisition (via asset purchase) of a comprehensive substance abuse treatment facility. (June 18, 2024)
• Represented buyer in connection with the acquisition (via asset purchase) of a power tool and accessory distributor. (June 18, 2024)
• Represented seller in connection with the reorganization and sale (via equity sale) of a bakery equipment company to a private equity-backed purchaser. (June 18, 2024)
• Represented insurance company in connection with an acquisition (via asset purchase) and subsequent sale (via equity sale) of the insurance company to a private equity-backed purchaser. (June 18, 2024)
• Represented seller in connection with the bifurcated sale (via asset sale) of its accounting practice and its tax and advisory practice. (June 18, 2024)
• Represented seller in connection with the sale (via asset sale) of a healthcare billing company to a private equity-backed purchaser. (June 18, 2024)
• Represented a public company in initiating a stock buy-back program. (June 18, 2024)
• Represented investment funds in connection with private placements. (June 18, 2024)
• Represented a start-up client in the sale of SAFES and entering into consulting and advisory agreements with software developers and industry participants. (June 18, 2024)
• Represented an emerging music industry enterprise in seed and Series A funding rounds. (June 18, 2024)
• Represented accountant with implementing the most tax efficient structure for the sale of its assets and goodwill to another accounting firm. (June 18, 2024)
• Advised a non-U.S. resident in the tax structuring of a real estate deal for cost efficiency and tax incentives. (June 18, 2024)
• Reviewed and analyzed tax structure efficiency and profitability for high-profile individual entering into an endorsement agreement and equity grant. (June 18, 2024)
• Represented a client with the corporate restructuring of a biotech company. (June 18, 2024)
• Represented a client with its tax restructuring and pass through entity status in implementing a life insurance limited liability company. (June 18, 2024)
• Analyzed IRS Employee Retention Credit eligibility for a not-for-profit company. (June 18, 2024)
• Represented a lender in connection with a construction loan for a 128-unit apartment building in the Bronx. (June 18, 2024)
• Represented a lender in connection with a construction loan for a 116-unit hotel building in New York City. (June 18, 2024)
• Represented a lender in connection with a loan for the construction and development of a 189-unit apartment building and a 338-space parking garage in Nassau County, New York. (June 18, 2024)
• Represented real estate developers in raising capital for land purchases and construction costs. (June 18, 2024)
• Represented an institutional lender in connection with the closing of thirty-seven (37) commercial loans to real estate developers for the construction of multifamily buildings containing rental apartments and units for sale in Bronx, Rockland, Orange and Sullivan counties, New York, including two major development projects in Orange and Sullivan counties. (June 18, 2024)
• Represented a lender in connection with a cash out to the principal owners of a restaurant in Nassau County. (June 18, 2024)
• Represented a lender in connection with an acquisition loan for a two-building retail property in Nassau County, New York. (June 18, 2024)
• Represented a lender in connection with the refinance of a large multi-family property in Brooklyn, New York. (June 18, 2024)
• Represented a lender with a commercial construction loan facility and mezzanine loan for a new hotel (national chain) in New Jersey. (June 18, 2024)
• Represented a lender in connection with a commercial mortgage loan facility for development of emergency housing facility in Bronx, New York. (June 18, 2024)
• Represented a lender in connection with a commercial mortgage loan facility for retrofit of Nassau County hotel into college student housing. (June 18, 2024)
• Represented a lender in connection with a commercial construction loan facility for expansion of a mixed-use midtown building to add five stories. (June 18, 2024)
• Represented a not-for-profit camp in the negotiation of a settlement agreement with its sole corporate member regarding certain amounts in dispute and withdrawal of the member. (June 18, 2024)
• Represented a New York not-for-profit corporation formed to establish an intramural lacrosse program for youth in connection with dissolution and distribution of assets to a similarly situated entity operating both intramural and competitive travel lacrosse programs. (June 18, 2024)
• Represented a new psychoanalytic training institute before the New York State Education Department in connection with formation of a chartered education corporation and approval of a registered program leading to licensure in psychoanalysis. (June 18, 2024)
• Represented a not-for-profit education corporation that previously operated a Jewish day school in connection with Attorney General approval of the sale of its 17-acre school campus in accordance with Section 511-a of the Not-for-Profit Corporation Law. (June 18, 2024)
• Represented a large not-for-profit organization in the acquisition, development, construction and financing of a New York State Children’s Specialty Hospital in Sullivan County, New York. This transaction included closing on significant construction financing followed by permanent financing funded by the United States Department of Agriculture. (June 18, 2024)
• Represented a large not-for-profit organization in connection with acquisition of the programs and assets of another large not-for-profit organization, including multiple community residences for individuals with intellectual and developmental disabilities. This transaction required the approval of the New York State Office for People With Developmental Disabilities and the New York State Attorney General. (June 18, 2024)
• Represented a stockholder in connection with the amendment of the company’s stockholders’ agreement to reflect changes in ownership and work obligations of the shareholders based on first generation shareholder’s pending retirement. (June 18, 2024)
• Represent a high-profile individual in connection with a toothbrush endorsement and equity grant. (June 18, 2024)
• Represented franchisor in connection with transfer of its franchise. (June 18, 2024)
• Represented artists in connection with the establishment of a music streaming business and the funding of the new enterprise. (June 18, 2024)
• Drafting of corporate documents in connection with the creation and implementation of a “next-generation” ownership and management succession plan for a physical therapy management company. (June 18, 2024)
• Represented a comedian in creating a new line of alcohol products featuring client’s name, image and likeness. (June 18, 2024)
• Represented a client in entering into a joint venture to acquire former hotel locations and conversion into rental properties. (June 18, 2024)
• Represented a major influencer in a landmark cosmetics integration to create a new line of products worldwide. (June 18, 2024)
• Represented franchisor in the termination of its franchise. (June 18, 2024)
• Represented a chocolate manufacturer, distributor, and retailer in restructuring its entire operations to add in and capture additional revenue, reduce costs and limit liabilities. (June 18, 2024)
• Represented a not-for-profit mental health and substance use disorder services provider in connection with the New York State Attorney General approval of its merger with a federally qualified health center. (August 16, 2024)
• Represented religious corporation in connection with court approval of a merger with another religious corporation, and New York State Attorney General approval to subsequent sale of the merged entity’s house of worship to a third party. (August 16, 2024)
• Represented three not-for-profit organizations in connection with change in auspice approval from the New York State Office for People with Developmental Disabilities, and transfer of ownership and operation of multiple community residential facilities. (August 16, 2024)
• Represented a not-for-profit organization in the negotiation of a municipal bond default workout, requiring New York State Attorney General approval, and the closing of a new tax-exempt municipal bond issuance. (August 16, 2024)
• Represented a not-for-profit New York State charter school in the acquisition of a municipal school building with tax-exempt municipal bond financing. (August 16, 2024)
• Represented a New York City based not-for-profit corporation that transferred all of its assets, including five community residences, to its sole corporate member. The transaction required approval of the New York State Office for People with Developmental Disabilities and the New York State Attorney General. (August 16, 2024)
• Represented a large New York not-for-profit corporation in connection with a $35,000,000 municipal bond financing. The purpose of the bond financing was to: (i) refinance existing municipal bonds and (ii) finance the acquisition and renovations at several properties in Suffolk County to develop group homes for people with mental and physical disabilities. (August 16, 2024)
• Represented New York not-for-profit corporation that provided digital preservation and data management services to institutions, collections and archives in connection with its dissolution and distribution of assets. Following Attorney General approval, all assets were transferred to a Pennsylvania nonprofit corporation that provides open technologies and digital solutions for libraries, museums, and universities. (August 16, 2024)
• Restructuring of a Prime Credit Master Fund, creating numerous special purchases, bankruptcy remote vehicles to hold portfolio of debt of multiple debtors, creating feeder funds to invest in Master Fund, and negotiating with banks to further leverage loan portfolio. (August 16, 2024)
• Represented the sponsor a of nursing home in connection with the restructuring, participation in and closing of new municipal bonds through a Bankruptcy Court Chapter 11 plan of reorganization. (August 16, 2024)
• Represented large not-for-profit human services agency in the acquisition and member substitution of another not-for-profit corporation. (August 16, 2024)
• Represented a not-for-profit camp in the negotiation of a settlement agreement with its sole corporate member regarding certain amounts in dispute and withdrawal of the member. (August 16, 2024)
• Represented a New York not-for-profit corporation formed to establish an intramural lacrosse program for youth in connection with dissolution and distribution of assets to a similarly situated entity operating both intramural and competitive travel lacrosse programs. (August 16, 2024)
• Represented a new psychoanalytic training institute before the New York State Education Department in connection with formation of a chartered education corporation and approval of a registered program leading to licensure in psychoanalysis. (August 16, 2024)
• Represented a not-for-profit education corporation that previously operated a Jewish day school in connection with Attorney General approval of the sale of its 17-acre school campus in accordance with Section 511-a of the Not-for-Profit Corporation Law. (August 16, 2024)
• Represented a large not-for-profit organization in the acquisition, development, construction and financing of a New York State children’s specialty hospital in Sullivan County, New York. This transaction included closing on significant construction financing followed by permanent financing funded by the United States Department of Agriculture. (August 16, 2024)
• Represented a large not-for-profit organization in connection with acquisition of the programs and assets of another large not-for-profit organization, including multiple community residences for individuals with intellectual and developmental disabilities. This transaction required the approval of the New York State Office for People with Developmental Disabilities and the New York State Attorney General. (August 16, 2024)
• Served as counsel to a not-for-profit organization in the transfer of a community residence for individuals with intellectual and developmental disabilities to the State of New York, which transaction required the approval of New York State Office for People With Developmental Disabilities and the Dormitory Authority of the State of New York. (February 25, 2025)
• Advised a large not-for-profit corporation in connection with the redemption of Nassau County Local Economic Assistance Corporation tax exempt bonds and related bridge and mortgage loan financing with a large commercial lender. (February 25, 2025)
• Represented a not-for-profit nursing home in connection with Attorney General and Supreme Court approval to the sale of its facility to an arm’s length buyer. (February 25, 2025)
• Advised purchaser of a regional aviation business via asset purchase agreement and secured lending. (February 25, 2025)
• Acted as counsel to purchaser of a regional boutique retail store via an asset sale. (February 25, 2025)
• Served as counsel to creditor and purchaser in a Chapter 363 bankruptcy asset sale in connection with a Chapter 11 bankruptcy filing. (February 25, 2025)
• Represented shareholders of a company in connection with its acquisition by a public company. (February 25, 2025)
• Acted as counsel to a limited liability company in raising equity funding. (February 25, 2025)
• Served as counsel to company in negotiating a license and distribution agreement for a medical device, and obtaining an investment and a 5-year option to purchase the company’s U.S. operations. (February 25, 2025)
• Advised estate in connection with the sale (via membership interest sale) of an entity, which held an interest in real property to be developed by the acquiror. (February 25, 2025)
• Acted as counsel to partners of a professional firm in a negotiation of compensation for lost benefits in connection with a “business divorce.” (February 25, 2025)
• Represented buyer in connection with the acquisition (via asset purchase) of a shipping less than truck load logistics business. (February 25, 2025)
• Advised buyer in connection with the acquisition (via asset purchase) of an insurance company. (February 25, 2025)
• Represented seller in connection with the reorganization and sale (via equity sale) of a managed information technology company to a private equity-backed purchaser. (February 25, 2025)
• Served as counsel to buyer in connection with the acquisition (via asset sale) of an adult treatment facility for drug and alcohol addictions. (February 25, 2025)
• Advised seller in connection with the acquisition (via equity sale) of a company offering the sale and installation of fire protection systems. (February 25, 2025)
• Represented seller in connection with the acquisition (via equity sale) of a company selling various homebuilding goods, such as lumber, sheet goods and engineered wood products. (February 25, 2025)
• Advised client in connection with an equity investment in a dental service organization. (February 25, 2025)
• Advised lender in connection with an acquisition loan refinancing and construction loan for development of a new eight-story elevatored building with forty-four (44) residential rental units in the Bronx, NY. (February 25, 2025)
• Represented lender in connection with an acquisition and site improvement loan for infrastructure and site improvements and pre-development start-up costs in anticipation of construction of 138 townhomes on a 69.11 acre parcel of land in Orange County, NY. (February 25, 2025)
• Acted as counsel to lender in connection with an acquisition loan refinancing and construction loan for development of a new seven-story elevatored residential building, containing one hundred and six (106) residential rental units and parking in the Bronx, NY. (February 25, 2025)
• Advised lender in connection with a construction loan for the development of a new six-story elevatored residential building, containing forty-one (41) residential rental units and parking in the Bronx, NY. (February 25, 2025)
• Represented lender in connection with a construction loan for development of an 8-story multifamily building containing seventy-one (71) residential rental apartments and one (1) ground floor community facility unit in the Bronx, NY. (February 25, 2025)
• Acted as counsel to lender in connection with a construction and site improvement loan for infrastructure and site improvements, and the development of ninety-three (93) residential condominium units at the 27-lot subdivision in Rockland County, NY. (February 25, 2025)
• Advised lender in connection with a construction loan for the development of a new 8-story elevator served, residential multi-family building containing fifty-nine (59) rental apartments in the Bronx, NY. (February 25, 2025)
• Served as counsel to long-term client in the sale of the client’s business division, which provided multi-state public health disease tracking, reporting, and surveillance services, to a subsidiary of a major accounting firm. (February 25, 2025)
• Represented lessor in the lease of commercial vehicles to be converted by a lessee into to autonomous vehicles. (February 25, 2025)
• Advised lender in a companion deal for a loan for a Wendy’s located in Marietta, GA and a loan for a CVS in Lynn, MA. (February 25, 2025)
• Served as counsel to lender in a secured revolving line of credit facility. (February 25, 2025)
• Acted as counsel to borrower in a senior secured revolving loan facility. (February 25, 2025)
• Represented lender in a construction loan for a 53-unit apartment in the Bronx. (February 25, 2025)
• Served as counsel to lender in a preferred equity deal for a 490-unit apartment community in Gulf Shores, AL. (February 25, 2025)
• Acted as counsel to lender in connection with a mortgage loan for the acquisition of a sixteen-story office building in New York, NY. (February 25, 2025)
• Represented lender in connection with a loan for the acquisition of a corporate jet for use by a New Jersey-based farm and produce broker. (February 25, 2025)
• Advised lender in connection with a term loan for the acquisition of over 1,000 railcars by one of the largest railcar leasing companies in the United States. (February 25, 2025)
• Served as counsel to lender in connection with the renewal and extension of a mortgage loan initially used for the purchase and development of a large commercial shopping center in Nassau County, NY. (February 25, 2025)
• Acted as counsel to lender in connection with the refinance of a mortgage loan to provide equity recapture on four (4) commercial properties located in Nassau County, NY. (February 25, 2025)
• Represented lender in connection with a revolving line of credit to fulfill borrower’s working capital needs. (February 25, 2025)
• Represented a musician in a major distribution deal and joint venture with a public company. (February 26, 2025)
• Advised a college sports entity in the negotiation of an agreement for use of a player’s name, image, and likeness. (February 26, 2025)
• Served as counsel to a professional athlete in a negotiation of podcast hosting for a major podcasting platform. (February 27, 2025)
• Acted as counsel to a professional athlete in a negotiation of an agreement for a nationwide commercial and marketing campaign. (February 27, 2025)
• DIP Lender, Franchisee Bankruptcy (July 18, 2025)
• Commercial Real Estate Mortgage Lender, Single Asset Real Estate Bankruptcy Filings (July 18, 2025)
• Acted as counsel to lender in construction with a commercial construction loan for the construction of seven-story mixed use building containing forty-eight (48) residential rental units and two (2) commercial units in the Bronx, NY. (April 10, 2026)
• Advised a lender on over fourteen (14) HFC transactions over a condensed timeframe. (April 10, 2026)
• Served as counsel to lender in connection with a commercial construction loan for the construction of an eight story elevatored building containing eighty-four (84) residential rental units in the Bronx, NY. (April 10, 2026)
• Represented the lender in connection with acquisition, site improvement, and construction loan financing for the construction of two building s containing an aggregate of sixty-five (65) residential condominium units, a commercial office and community space in Orange County, NY. (April 10, 2026)
• Advised lender in connection with a term loan refinancing and a construction loan for the construction of a nine story elevatored building containing ninety-nine (99) residential rental units and parking in the Bronx, NY. (April 10, 2026)
• Served as counsel to lender in connection with a commercial construction loan for the construction of a nine story, dual elevatored building containing one hundred fifty-three (153) residential rental units in the Bronx, NY. (April 10, 2026)
• Represented a lender who: (i) acquired property in a foreclosure action by the lender; (ii) sold the property to a purchaser, who entered into a commercial loan transaction with the lender, and (iii) entered into an indemnification agreement with respect to certain claims that might arise out of the foreclosure action. (April 10, 2026)
• Served as counsel to lender in facility loan wherein there were three (3) separate loan facilities to a property owner and/or operating company. (April 10, 2026)
• Advised lender in connection with acquisition and construction loan financing for the construction of a new elevatored building containing over ninety-five (95) residential rental apartment units in the Bronx, NY and the purchase of the land and development rights associated therewith. (April 10, 2026)
• Represented the lender in connection with a commercial construction loan for the construction of a 20-unit residential condominium building in Orange County, NY. (April 10, 2026)
• Served as counsel to lender developing a commercial vehicle rental business with a vendor. (April 10, 2026)
• Acted as counsel to a lender in connection with the financing of a solar power project for a New York public school. (April 10, 2026)
• Represented a lender in a financing transaction involving twenty-four (24) borrowers for the acquisition of oil drilling equipment. (April 10, 2026)
• Counseled a prominent professional athlete on a range of commercial ventures involving equity grants and related deal terms. (April 10, 2026)
• Acted as counsel to a historic New York culinary brand in negotiating and forming a joint venture to launch and expand a fast-food restaurant chain. (April 10, 2026)
• Advised an owner of an interest in a dental service organization in connection with the roll-up of that interest into a private equity platform. (April 10, 2026)
• Acted as counsel to a partner in a personal injury firm (who also co-owned an immigration firm) in a restructuring transaction that resulted in our client acquiring 100% ownership of the personal injury firm, with the co-owner acquiring 100% ownership of the immigration firm. (April 10, 2026)
• Advised a stockholder of a closely held corporation in connection with the acquisition of the other two stockholders’ shares, resulting in our client becoming the corporation’s sole stockholder. (April 10, 2026)
• Represented an Investment Advisor Representative in sale of book of business to a Registered Investment Advisor. (April 10, 2026)
• Represented buyer in acquisition of substantially all assets of a regional fuel distribution company, including associated real property. (April 10, 2026)
• Represented the buyer in the acquisition of select health care assets and associated real property. (April 10, 2026)
• Served as counsel to the seller in the sale of merchant processing portfolio to a leading national payment processing company. (April 10, 2026)
• Represented a physical therapy practice in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Advised the purchaser of an event planning and logistics business. (April 10, 2026)
• Served as to a counsel construction consultation and damage assessment/estimating firm in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Acted as counsel to an electrical contractor specializing in emergency storm restoration in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Represented a water purification company in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Advised seller in connection with the partial sale of a company operating in the music and entertainment space. (April 10, 2026)
• Served as counsel to seller in connection with the sale of the assets of a company primarily manufacturing and selling plastic bag machines. (April 10, 2026)
• Advised the seller in the sale of its fire suppression services business to a private equity-backed purchaser. (April 10, 2026)
• Represented a coffee roaster and co-packing services provider in the sale of certain lines of its business to strategic buyers. (April 10, 2026)
• Advised a strategic purchaser in the acquisition of a local accounting firm. (April 10, 2026)
• Acted as counsel to an imaging technology and related production services provider in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Represented a national safety service patrol and traffic incident management service provider in the sale of its business to a private equity-backed purchaser. (April 10, 2026)
• Counseled a large not-for-profit association with over two hundred (200) members in connection with a daily transportation services initiative and related contracts benefiting its member agencies. (April 10, 2026)
• Served as counsel to a religious day school in connection with legal dissolution and distribution of remaining assets, requiring approval from the New York State Education Department Board of Regents and the New York Supreme Court. (April 10, 2026)
• Represented a Nassau County based not-for-profit organization in connection with the closing of the re-issuance of tax-exempt municipal bonds. The proceeds of the bonds were used for the acquisition and renovation of real property owned by the not-for-profit organization used for offices and program operations. (April 10, 2026)
• Acted as counsel to a professional athlete in negotiations to serve as a global ambassador for an international sports governing body. (April 10, 2026)
• Served as counsel to a prominent professional athlete in negotiating a multi-year broadcasting agreement with a major sports television network. (April 10, 2026)
• Represented a prominent professional athlete in negotiating a global ambassadorship agreement with a leading gambling company. (April 10, 2026)
• Advised multiple sports agencies on entity formation and the drafting and negotiation of agency-agent and athlete representation agreements. (April 10, 2026)
• Prepared a comprehensive legal opinion and tax analysis for an SEC member university addressing emerging NIL structures. (April 10, 2026)
• Represented numerous college athletes in negotiating NIL licensing and endorsement agreements with third-party brands. (April 10, 2026)
• Counseled college sports collectives in complex negotiations with elite football and basketball student-athletes. (April 10, 2026)
• Represented numerous college athletes and agencies in negotiating and executing revenue-sharing agreements with leading Division I universities. (April 10, 2026)
• Advised a technology entrepreneur on early-stage formation and key regulatory considerations for a novel digital dating application. (April 10, 2026)
• Acted as counsel to a minority owner of a Major League Baseball franchise in the strategic transfer of an ownership interest in the club. (April 10, 2026)
• Represented an individual in negotiating an employment agreement to serve as General Manager of a premier, nationally recognized high school basketball program. (April 10, 2026)
• Assisted content creators with deal analysis and due diligence in connection with the acquisition of a content vehicle by an outside media entity. (April 10, 2026)
• Represented YouTube creators and digital influencers in negotiating high-value brand partnerships and multi-channel network agreements. (April 10, 2026)
• Counseled a noted film producer on the strategic transfer and licensing of intellectual property assets. (April 10, 2026)
• Advised a sports apparel vendor in structuring and negotiating a strategic joint merchandise venture with a prominent collegiate sports collective. (April 10, 2026)
• Represented a national headwear manufacturer in a copyright infringement dispute against a competing vendor. (April 10, 2026)
• Acted as counsel to a premier sports apparel vendor in securing a multi-year license to produce official National Football League merchandise. (April 10, 2026)