Representative Matters

Business & Commercial
• Corporate Contracts & Governance

  • As a private practitioner, provided corporate governance advice to clients regarding entity selection, formation and organization, interpretation of state laws and entity organizational documents, and collaboration and joint venture agreements with other corporate entities.
  • As a private practitioner, drafted and negotiated numerous put and option,  stock purchase, asset acquisition, management, equity funding, bond purchase, licensing and music publishing, media, exhibition construction, loan and financing, syndicated credit, subscription finance, grant, trust indenture, private-public partnership, terminal and track, storage, right of entry, technology development, PILOT and tax abatement, nondisclosure, consulting, and employment agreements, among others.

  Finance & Commercial Lending

  • Arbitrated dispute between parties to a forward financing agreement regarding the purchase and sale of receivables.
  • Arbitrated dispute between borrower and lender involving allegations of non-payment and conversion of collateral.
  • Arbitrated dispute between parties to a credit protection agreement supporting factoring transactions involving the sale of claims and receivables of reference companies to the factor should there occur a bankruptcy or failure to pay the reference company.
  • Arbitrated dispute between parties regarding a loan transaction, including the right to purchase shares in the initial public offering of the borrower.
  • Arbitrated dispute between parties involving the alleged nonpayment of obligations pursuant to a convertible promissory note and note purchase agreement.
  • Arbitrated dispute between parties regarding the alleged violation of the Fair Debt Collection Practices Act (FDCPA).
  • Arbitrated disputes between merchants and credit card provider regarding allegations of antitrust violations and unilateral rights to amend arbitration agreements.
  • Arbitrated disputes between car title vehicle lenders and borrowers regarding allegations of violations of consumer finance act, usury laws, and unfair trade act.
  • Arbitrated disputes between third party financier of plaintiff bodily injury claims regarding non-recourse financing transactions.
  • Arbitrated disputes between lenders and borrowers regarding alleged breach of contracts and breach of guaranties in connection with business finance transactions.
  • As a private practitioner, served as co-bond counsel to financial arm of global automobile manufacturer in its largest ever corporate diversity and inclusion (D&I) bond offering, of medium-term notes, a key component of the company’s comprehensive funding program.
  • As a private practitioner, served as co-bond counsel to state housing finance agency providing over $500,000 in financing.
  • As a private practitioner, represented municipal economic development agency providing tax credit financing to assist in the redevelopment and expansion of various government-supported projects.
  • As a private practitioner, represented financial institution, as administrative agent, syndication agent and lender, in connection with multi-million dollar syndicated credit facilities to an entertainment conglomerate involving 25 financial institutions.

  Franchise & Distribution

  • Arbitrated disputes between a franchisor and franchisee involved in a twenty-year franchise relationship regarding the alleged breach of a franchise agreement and related failure to pay past due royalties, liquidated damages, and allegedly stolen money.
  • As a private practitioner, represented lenders in the financing of franchises.
  • As a private practitioner, represented franchisees in the acquisition of franchises and review of disclosure documents and leasing arrangements for franchise operations.

  Investments

  • Arbitrated dispute regarding private offering and exclusive best efforts private placement investment banking agreement and alleged failure to provide fees and warrants.
  • Arbitrated dispute regarding the alleged failure to launch an exchange traded fund focused on capitalizing on “short squeeze” strategy, involving  allegations of  breach of contract, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, common law fraud, intentional misrepresentation, negligent misrepresentation, and promissory estoppel.
  • Arbitrated dispute regarding multi-million dollar investment subject to put options collateralized by first priority security interests in pledged stock, alleging violations of  Article 9 of New York Uniform Commercial Code (UCC) and breach of the transaction documents and requesting turnover, seizure, replevin, injunction and damages.
  • Served as neutral evaluator in mock arbitration proceeding regarding multi-million dollar dispute between partners in a multi-billion dollar hedge fund advisory firm involving claims of redemption, payout, wrongful expulsion, breach of limited liability company agreement and breach of implied covenant of fair dealing.

  Licensing

  • Arbitrated dispute between major league baseball team and licensee regarding alleged failure to perform obligations under licensing agreement (utilizing baseball arbitration).
  • Arbitrated dispute between partners and managers of a sole purpose limited liability company formed to exploit licenses including claims for advancement and reimbursement of litigation and arbitration expenses and indemnification.
  • Served as neutral evaluator in mock arbitration involving the purchase, collaboration and license agreement used in the life sciences industry for the development of new drugs and compounds including issues of fulfillment of delivery obligations, the application of the United Nations Convention of Contracts for the International Sale of Goods (CISG) and the scope of the exclusive license.
  • Served as neutral evaluator in the assessment of the technology transfer process of a national research institute including collaborative research and development, exclusive and non-exclusive licensing, material transfers, employee inventions and patents.

  Mergers and Acquisitions

  • Arbitrated dispute between parties to acquisition transaction involving an accounting firm and the earnout of the selling shareholder involving alleged breach of restrictive covenants, breach of payout obligations and breach of employment agreement.
  • Arbitrated dispute between parties to a confidentiality and non-disclosure agreement in connection with the evaluation and negotiation of a merger and acquisition transaction involving the purchase of a business and its related real estate, including alleged claims of breach of contract and fraud.
  • Arbitrated dispute involving the alleged failure to pay a success fee between parties to a membership agreement that provided access to non-publicly available merger and acquisition opportunities. 
  • Served as neutral evaluator in mock arbitration of disputes related to the purchase and sale of shares in a refinery and post-closing liabilities related to an alleged  breach of the seller’s tax liability representations and warranties in excess of the closing escrow funds and breach of guaranty under the ICC Rules.
  • As a private practitioner, represented parties in mergers, acquisitions, leveraged buyouts and privatization transactions.
  • As a private practitioner, prepared SEC filings required by the Exchange Act of 1934 and the Securities Act of 1933, including Forms 10-K, 10-Q, 8-K and T-1.
  • As a private practitioner, represented a state department of insurance in the antitrust analysis of a proposed merger between a large pharmacy chain and a health insurance provider.

  Nonprofit Organizations

  • As a private practitioner, served as chief counsel to a nonprofit museum.
  • As a private practitioner, counseled senior management and boards of directors of social service agencies, museums, religious corporations, and nonprofit developers, among others, and provided legal advice on a vast array of general day-to-day legal, labor relations, and employment and benefit matters, as well as on intellectual property (including licensing), independent contractor, security, and termination agreements. 

  Supply, Service & Management Contracts

  • Arbitrated dispute involving alleged breach of contract claims in connection with a service agreement for subscription-based research and related services.
  • Arbitrated dispute between nursing home and resident representative alleging failure to pay service fees, failure to secure third party coverage for service fees (Medicaid), and refusal to cooperate in filing Medicaid application for coverage.
  • Arbitrated dispute regarding alleged failure to provide payment under customer service agreement providing for purchase, rental and servicing of various textiles for use in respondent’s business.
  • Arbitrated dispute involving electrical contractor and master services agreement regarding the alleged failure to pay for work performed pursuant to several statements of work.
  • Arbitrated dispute between parties involving the alleged failure to deliver medical supplies and products pursuant to a commercials sales and purchase agreement.
Construction
• • Arbitrated dispute between parties regarding the construction of a building and the purchase of the property on which the building was constructed involving allegations of concerted bad faith, refusal to cooperate with financier, submission of plans for previously constructed building, failure to provide licenses and incomplete, false or misleading disclosures.
  • Arbitrated dispute between an auto dealership and the provider of an integrated energy system, including EV Stations, a solar photovoltaic electricity generating system, battery energy storage system and related distribution infrastructure, regarding alleged damages incurred to complete the EUV project when the contractor failed to perform.
  • Arbitrated dispute between parties regarding the alleged negligent installation of a solar project, as well as claims involving breach of warranty, breach of contract, and common law fraud.
  • Served as neutral evaluator in mock arbitration of disputes related to the construction of a power plant and the forced shut down of operations prior to the end of the useful life of the plant due to change in domestic regulation of the power plant and the alleged breach of an investment treaty and compensation for such breach.
  • As a private practitioner, represented public agencies and financiers in real estate syndication transactions and infrastructure projects.
  • As a private practitioner, represented parties in matters involving office, station, convention center, and ground leases, subleases, reciprocal, permanent, construction and conservation easements, as well as rights of way, air rights transfer, concessions and use, redevelopment, land acquisition, development, construction, property management, and right of entry agreements.
  • As a private practitioner, represented municipality as redeveloper in the construction of a school of performing and fine arts.
  • As a private practitioner, represented developer in the construction of over 700 residential units under various governmental housing programs.
  • As a private practitioner, represented major port authority in construction upgrades to its airport facilities and a credit card company in its acquisition of airport lounges.
  • As a private practitioner, represented  state agency in its acquisition and construction of wind port facility designed to increase the state’s renewable power capabilities.
  • As a private practitioner, represented a state agency in the construction and acquisition of an office building.
Governmental/Public Agency
• • As a private practitioner, served as chief legal counsel to local public agencies, as well as the mayor, city council, departments and officers, in all aspects of municipal government, including employment issues, grievances, terminations and disciplinary actions, labor, zoning, land use, redevelopment, public finance, dispositions, acquisitions of public property, municipal tax, city ordinances and other matters involving municipal government.
  • As a private practitioner, represented various federal agencies in technology transfer, equity securities acquisitions, development finance, semi-conductor organization, and easement acquisitions.
  • As a private practitioner, served as disclosure counsel to a state division of the budget. 
  • As a private practitioner, represented state agency on numerous bond financings.
  • As a private practitioner, provided legal counsel to a federal agency pursuant to which the firm negotiated and closed over 170 preferred stock, subordinated debt and equity-equivalent securities transactions totaling over $2.2 billion.
  • As a private practitioner, acted as co-disclosure counsel on the public offering of revenue bonds.
  • As a private practitioner, represented federal agency in connection with its ship financing program.
Employment Law
• • Arbitrated dispute between consultant and company regarding the alleged failure to pay consulting fees and performance fees under a consulting agreement.
  • Mediated dispute between employer and employee regarding the claw back of an upfront signing bonus.
Insurance
• • As a private practitioner, represented a state insurance department in connection with its evaluation of the acquisition of a large pharmacy chain by a health insurance provider and its subsidiaries domiciled in the state pursuant to the Insurance Holding Company System Regulatory Act.
  • As a private practitioner, represented insured in coverage litigation.
International & Cross Border
• • Arbitrated franchise dispute between a franchisor and franchisee pursuant to UNCITRAL Rules regarding operation of an Egyptian restaurant franchise involving alleged misrepresentations regarding registration of service marks, suit by third party owner of service marks, and failure to indemnify and defend. 
  • Arbitrated legal malpractice dispute regarding alleged drafting error in waterfall provisions of joint venture agreement organized to coordinate and oversee the construction of residential dormitories and educational facilities for a foreign university.
  • As a private practitioner, represented major insurance company in subscription credit facilities to affiliates to provide acquisition financing to various borrowers organized under the laws of the United States, United Kingdom, Luxembourg, Germany and Mexico.
  • Arbitrated disputes between limited liability company investors and manager relating to the private placement of limited liability company interests pursuant to an operating agreement formed as an EB-5 immigration project involving the development of a franchise to satisfy the requirements of the EB-5 visa program and allegations of fraud, breach of contract, and unauthorized transfers.
Intellectual Property
• • As a private practitioner, represented a federal agency in a semi-conductor and technology development project.
  • As a private practitioner, represented a federal health agency in assessing its technology transfer and agreement process in the area of diagnostics, drugs and imaging, including CDRAs, MTAs, exclusive and non-exclusive licenses, NDAs, and EIRs.
  • As a private practitioner, represented estate of celebrity in licensing of likeness and image for artistic purposes.
  • As a private practitioner, represented clothing manufacturer in licensing of name for various apparel uses.
Real Estate & Real Property
• • Arbitrated dispute involving alleged breach of membership agreements for work office space and related services in a commercial office building.
  • Arbitrated dispute between parties to a marketing and management agreement involving the marketing, leasing, and management of apartment units.
Securities
• • Arbitrated securities cases involving alleged breach of fiduciary duty, negligent representation, negligent failure to supervise and fraud.
  • Arbitrated dispute between parties involving allegations of defamation, failure to supervise and intentional infliction of emotional distress in connection with disputes between broker dealers and registered representatives.
  • Arbitrated disputes between customers and investment advisory firm regarding allegedly risky, illiquid investments made on behalf of unsophisticated customers.