Notable Matters
Business and Corporate Matters
Mergers & Acquisitions
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- $80M acquisition of a commercial lender
- $40M divestiture of a high technology equipment distributor
- $30M divestiture of an Amazon-focused retailer
- Representation of diverse stockholder group in a $35M software developer divestiture
- $30M enterprise software business combination
- Representation of acquirer in $30M acquisition and related financing
- Representation of sellers in $10M earn-out negotiation
- Many $1-20 M transactions
Corporate Matters
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- Representation of world-class commodities firm in $20M of unique secured financings
- Various $1-25M private equity placements
- Representation of licensor in $10M licensing transaction
- Various $4M brokerage firm subordinated debt financings
- Settlement of many inter-shareholder and co-owner disagreements exceeding $1M
- Employment contract and severance negotiations, exceeding $1M
- Food product development and commercialization venture
High Technology Ventures
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- AI cloud-based venture
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- Advanced nuclear energy venture with MIT and Stanford input
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- Third generation consumer database venture
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- All digital video camera venture (US DARPA funded)
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- Super-browser venture
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- Advice on various other high technology ventures
Software and E-Commerce Ventures
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- Acquisitions and divestitures
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- Creation and initial funding ($1 – 10M) of various e-commerce and software ventures
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- Various $1-5M e-commerce deals, including strategic alliances
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- Representation of systems integrators and web site developers
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- Various software licenses, web site development and maintenance agreements
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- Advice concerning the DoubleClick trade secret litigation
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- Settlement of various disputes exceeding $1M
Financings
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- Many financings in excess of $100 M
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- A rated by Citicorp on the above financings
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- Representation of world-class commodities firm in $20 M of secured financings
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- $5 M secured financing of textile importer
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- Food product development and commercialization venture
International
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- Legal adviser to the largest bank in the UK on $25 M-plus hedge fund investments
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- Representation of world-class commodities firm in $20 M of secured financings
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- Advice to German nanotechnology venture
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- Represntation of German global recycling business
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- Expansion of UK information technology firm to the USA
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- Advice to foreign acquirors
Ventures
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- Development of cold fusion venture with wealthy investors, MIT and Stanford
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- Development of national rideshare venture
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- Carbon nanotube venture
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- Spinal cord restoration venture
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- International organic waste conversion venture
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- Taxi venture
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- Restaurant group venture
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- Legal services ventures
Hedge Fund Matters
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- Director of value-oriented hedge fund with Goldman as prime broker
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- $500 M hedge fund planning and development
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- $250 M private placement for hedge fund
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- Legal adviser to the largest bank in the UK on $25 M-plus hedge fund investments
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- $20 M investment in Warburg Pincus private equity fund
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- $15 M investment in Globespan equity fund
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- $15 M investment in Kelso equity fund
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- $10 M investment in Resolute equity fund
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- Creation of various hedge funds
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- Legal adviser to the largest bank in the UK on $25 M-plus hedge fund investments
Restructurings and Reorganizations
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- Representation of non-US debtor group in $35M international debt restructuring
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- Representation of debtors in various $1-20M debt restructurings
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- Advice on many Chapter 11 reorganizations and Chapter 7 bankruptcies
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- Representation of creditors and asset purchasers in restructuring and reorgs
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- Review of Chapter 11 plans of reorganization
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- Drexel Burnham, Maxicare, AH Robins (Dalkon Shield) and US Lines reorganizations
Litigation Matters
Offense
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- $100 M action for commissions against a foreign software development firm
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- $45 M action against a Robinhood-type mutual fund for breach of fiduciary duty by one of the founders
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- Review of $300 M of claims against an African oil producing nation
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- $10 M trade secret litigation for an artificial intelligence, cloud-based venture
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- Discovered fraud in a divestiture and successfully prosecuted the matter to a favorable settlement, in favor of the acquirer, which was approved by a trial judge in the NY Supreme Court Commercial Division
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- $10 M patent royalties arbitration
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- Action to enforce payments owing on an asset sale agreement
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- $2 M plus action for breach of fiduciary duty against an LLC member
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- $1.3 M contract action against a US tour arranging firm
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- $547 M summary judgment obtained on defaulted promissory note
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- Analysis of $12 M of claims on behalf of potential plaintiff
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- Analysis and settlement of $15 M international web site piracy
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- Obtained a favorable settlement against major women’s apparel brand for copyright infringement
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- Enforcement of substantial claims and judgments, including foreign judgments
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- Substantial motion practice in NY Supreme Court and federal court
Prompt Relief Obtained – Orders to Show Cause (OSC); Motions for Summary Judgment
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- Successfully brought Order to Show Cause (OSC) to prohibit the expulsion of a managing member from an LLC
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- Successfully conducted an evidentiary hearing far in advance of trial, resulting in a prompt cash settlement within eight months after starting the action
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- Successfully brought a motion for summary judgment to obtain liability against business sellers for fraud and breach of contract, thus reducing the ongoing case to just a determination of damages
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- $547 M summary judgment obtained on promissory note
Defense
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- Defense of $10 M action based on alleged novel private right of action under the Securities Exchange Act
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- Defense of large Indian global desalination business
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- Successfully defended an employee against a non-compete covenant TRO, which enabled the employee to start-up a new multi-million dollary conference business
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- Defense of debtor against banks with $4 M of claims
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- Defense of e-commerce firm against $2 M of privacy and counterfeit claims
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- Defended and successfully settled a Fair Labor Standard Act and NY Labor Law employment action brought by employees, for only 20% of the asserted claim
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- Successfully defended and settled numerous “merchant cash advance” transactions as usurious loans, some being violative of RICO statues
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- Assertion of substantial counterclaims
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- Defense against foreign judgments being enforced in New York
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- Substantial successful motions to dismiss and motions for summary judgment