CORPORATE
Our Corporate Group advises on global financial and commercial transactions, corporate and securities laws, regulatory matters and legal issues on behalf of corporate clients, broker-dealers, placement agents and investors.  The group has extensive experience in mergers and acquisitions, private equity transactions, securities offerings and SEC reporting, commercial and corporate finance transactions, hi-tech and venture capital investments, joint ventures, formation of private investment funds and general corporate representation... Read more.
Our Corporate Group advises on global financial and commercial transactions, corporate and securities laws, regulatory matters and legal issues on behalf of corporate clients, broker-dealers, placement agents and investors.  The group has extensive experience in mergers and acquisitions, private equity transactions, securities offerings and SEC reporting, commercial and corporate finance transactions, hi-tech and venture capital investments, joint ventures, formation of private investment funds and general corporate representation.
 




Representative Transactions:
  • Currently acting as issuer counsel for a portfolio company of a joint venture of The Blackstone Group and Cerberus in a $150 million underwritten NYSE IPO of a Master Limited Partnership.
  • Represented State Class Tankers II LLC as a borrower in Secured Term Facility in the aggregate principal amount of $365,000,000.
  • Represented American Petroleum Tankers LLC (“APT”), the owner and operator of petroleum tankers, in connection with  (i) $280 million new senior secured credit facility, (ii) using proceeds from credit facility to redeem APT’s existing first priority senior secured notes and (iii) converting $468 million of outstanding obligations under APT’s second lien credit facility into equity interests of APT’s parent entity.
  • Represented Sigma Capital Partners in connection with financing of Convertible Term Loan and Line of Credit to BlackStratus (formerly known as NetForensics).
  • Represented Sigma Capital Partners in connection with a convertible loan with Medivision Medical Imaging Ltd., and its wholly owned subsidiary, MTL Print Ltd.
  • Represented Ora Media, an on-demand television network owned by companies controlled by Carlos Slim, in an acquisition and licensing of assets of Stick Figure Productions, a film production studio.
  • Represented a sponsor of an investment vehicle in connection with a transaction involving the investment by US investors into a Series C Round in BriefCam.
  • Represented an affiliate of Island Capital, in a transaction involving their exit from their NAI Global, real estate brokerage joint venture.
  • Represented Excellence Nessuah Brokerage in US aspects of an international loan transaction focusing on perfecting of US lien on collateral.
  • Represented Harel Finance in connection with questions related to US securities laws and related matters.
  • Representing a biotech and managed care executive in negotiating and executing agreements with respect to serving on the boards of two private equity portfolio companies.
  • Advising a high net worth individual with the restructuring of his investment portfolio in different parts of the world, including New York, Florida, London, the Philippines and Tel Aviv.   
  • Representing an Israeli client in connection with negotiating the formation of a joint venture for the manufacturing of off-road cars with one of the leading families in India. 
Attorneys in our Corporate Group:
LITIGATION
Our Litigation Group represents clients in almost every type of commercial litigation and is involved in various litigation and arbitration procedures. Members of the litigation team have extensive experience in class actions; civil and business disputes of all types, such as contractual, misrepresentation and fraud claims; various corporate and banking disputes; technology-related disputes, including intellectual property litigation and confidentiality disputes; contentious wills and inheritance matters; property and construction disputes; employment disputes; and white collar crime investigations and prosecutions... Read more.
Our Litigation Group represents clients in almost every type of commercial litigation and is involved in various litigation and arbitration procedures. Members of the litigation team have extensive experience in class actions; civil and business disputes of all types, such as contractual, misrepresentation and fraud claims; various corporate and banking disputes; technology-related disputes, including intellectual property litigation and confidentiality disputes; contentious wills and inheritance matters; property and construction disputes; employment disputes; and white collar crime investigations and prosecutions.
 



Representative Litigations:
  • Representing a former Chief Executive Officer of a division of a large publically traded telecommunications company in an arbitration relating to a wrongful termination and breach of contract dispute with his former employer.
  • Successfully represented the majority board of directors of an OTCBB listed media company, in connection with the removal of the company’s chief executive officer and the company’s managerial reorganization.
  • Representing an international businessman in a matter relating to a fee dispute with his former attorney that is currently pending arbitration. The aggregate amount in dispute between the parties is approximately 20 million dollars.
  • Amnon Shiboleth served as an arbitrator in an international dispute in an amount of over 100 million dollars. The award was issued and the motion to enforce is now pending before a foreign court.
  • Amnon Shiboleth served as an arbitrator in a dispute between a wealthy American family and a Dutch businessman pertaining to an investment in a real estate entity in Europe. The award was issued and the matter is before the court pending enforcement. 
  • Representing an Israeli businessman involved in a project relating to the gas pipe line between Egypt and Israel. The parties are currently negotiating a settlement out of court.
  • Represented claimants in the class action against Bear Stearns, which was recently settled with JPMorgan Chase (the successor of Bear Stearns).
  • After years of representing a family of investors from Argentina and Brazil in an aggressive litigation against Merrill Lynch, the parties have recently settled the matter through arbitration and received an award of over $1 million. Representing a defendant in a claim filed by a foreign bank against him and his legal entity for 100 million dollars. The discovery in the case is extremely sensitive and will involve the top management of the foreign bank.

Attorneys in our Litigation Group:
INTELLECTUAL PROPERTY
Our Intellectual Property Group offers a wide range of legal services in connection with the intellectual property (IP) management of our clients, including commercial structuring of IP rights, copyright protection, and trademark registration. We counsel our corporate and commercial clients on intellectual property planning and strategic development of IP rights. Our Group provides ongoing support to the firm’s Corporate Group in connection with global intellectual property matters, including licensing, due diligence of IP rights, and related transactional matters, such as digital media and electronic distribution, protection and enforcement of intellectual property and related rights, internet law and entertainment and media... Read more.

Our Intellectual Property Group offers a wide range of legal services in connection with the intellectual property (IP) management of our clients, including commercial structuring of IP rights, copyright protection, and trademark registration. We counsel our corporate and commercial clients on intellectual property planning and strategic development of IP rights. Our Group provides ongoing support to the firm’s Corporate Group in connection with global intellectual property matters, including licensing, due diligence of IP rights, and related transactional matters, such as digital media and electronic distribution, protection and enforcement of intellectual property and related rights, internet law and entertainment and media.




Representative Matters:

  • Represented an international web-based educational software company in connection with the structuring and management of its intellectual property portfolio, including representing the company in all aspects of its domestic and international trademark prosecutions, a wide variety of licensing matters, as well as protecting and enforcing all of its intellectual property rights, both domestically and worldwide.
  • Represented a leading diamond and jewelry online retailer in connection with its domestic trademark prosecutions and enforcement of its intellectual property rights in a variety of infringement cases both domestically and internationally.
  • Represented a major international infant product company in connection with a false advertising claim made against the company by an industry trade association before the National Advertising Division (“NAD”).
  • Represented an international start-up company in connection with crafting intellectual property strategy with respect to the company’s line of recreational 4x4 vehicles and related products.
  • Represented a technology company in connection with a wide variety of licensing matters, including the preparation of software licensing agreements and end-user license agreements.
  • Represented a web-based advertising company in connection with structuring and protecting its intellectual property rights, as well advising it with regard to the legal aspects of online advertising and the licensing of online advertising technology.

Attorneys in our IP Group:

REAL ESTATE
Our Real Estate Group is engaged in all areas of real estate law, including acquisition of multifamily and commercial properties, structuring and drafting joint ventures, negotiating loan documents with lenders, as well working on development and construction projects of all types. The group advises real estate investment companies, entrepreneurs and development companies, industrial companies, franchisees of national infrastructure projects, local and international private clients, and various other companies requiring legal advice on real estate issues... Read more.
Our Real Estate Group is engaged in all areas of real estate law, including acquisition of multifamily and commercial properties, structuring and drafting joint ventures, negotiating loan documents with lenders, as well working on development and construction projects of all types. The group advises real estate investment companies, entrepreneurs and development companies, industrial companies, franchisees of national infrastructure projects, local and international private clients, and various other companies requiring legal advice on real estate issues.
 




Representative Transactions:
  • Represented Gaia Real Estate Holdings in connection with a $22.5 million investment of new equity to acquire and recapitalize PJ Finance Company, which filed for Chapter 11 bankruptcy protection in March 2011 and reemerged as a going concern on May 11, 2012. Gaia Real Estate partnered with Starwood Capital, a leading global private investment firm, to complete the acquisition.
  • Represented Gaia Real Estate Investments, in conjunction with its partner Grand China Fund, in the acquisition of Whispering Winds, a 286-unit apartment community located in Pearland, a desirable suburb of Houston, Texas.
  • Represented Gaia Real Estate Investments, in conjunction with its partners Phoenix Insurance and Menora Mivtachim Insurance, in the acquisition of 200 Plaza Drive, a fully-leased, large, recently renovated office building in Secaucus, N.J. owned by Hartz Mountain Industries.
  • Represented Gaia Real Estate Holdings in the acquisition of the Winchester Park and Winchester Wood multifamily assets from Equity Residential for $56.1 million. The 478-unit portfolio totals 790,787 square feet and consist of 79 buildings.
  • Represents a real estate developer in the acquisition of 160,000-square-foot development site in New York City. Current zoning may allow for 350,000+ buildable square feet of residential space and in excess of 450,000 square feet of commercial space.
  • Represented a real estate developer in the acquisition of land in New York City, which will be used for the construction of 400 residential units and retail stores.
  • Recently concluded the purchase of 30,000 square feet land available for construction in the center of Warsaw.
  • Represented a local developer in the acquisition of a development site for approximately $20,000,000, for the construction of residential towers, retail complexes and hotels.
  • Presently involved in the sale process of Blue City, Poland’s first mega mall in Warsaw. The proceeds from the sale are expected to be approximately $600 million.
Attorneys in our Real Estate Group:
TAX, TRUST AND ESTATES
Our Tax, Trust and Estates Group provides advice with respect to income, gift and estate tax issues as well as trust and estate issues.  With respect to income tax issues, the Group advises on a variety of local and international transactions, including cross border mergers, acquisitions and investments, real estate acquisitions and municipal laws, and financing and restructuring transactions... Read more.

Our Tax, Trust and Estates Group provides advice with respect to income, gift and estate tax issues as well as trust and estate issues.  With respect to income tax issues, the Group advises on a variety of local and international transactions, including cross border mergers, acquisitions and investments, real estate acquisitions and municipal laws, and financing and restructuring transactions.  The Group also provides assistance with local and international commercial tax planning and tax structuring; individual tax planning, employee benefits taxation, and tax litigation.  With respect to estate and gift tax, the Group provides estate and gift tax planning for high net worth individuals as well as foreign individual relocating to the U.S. or investing in the U.S.  The Group also drafts the wills and trusts that are an integral part of all estate and gift tax planning as well as handles the administration of the estates of the deceased.

Representative Matters:

  • Advised US employees for an international company on the tax structure for the issuance of options and stock bonuses and recommended the most tax favorable structure for the distribution of profits from dividends by a US corporation to foreign subsidiaries.
  • Negotiated a settlement with the Internal Revenue Services to minimize adverse tax consequences arising out of non-payment of trust fund withholdings taxes.
  • Prepared an estate plan for a young family following the birth of their daughter and structured and negotiated a complex prenuptial agreement for an international couple.
  • Coordinated a complex 482 report and a series of related transactions for a high tech company.
  • Structured foreign investors’ investment in U.S. real estate in partnership with U.S. developer and managers.
  • Structured U.S. operations of foreign company establishing operations within the U.S.
  • Established multi-national structure for U.S. company opening operations in the Middle East and Central America.
  • Established multi-generational estate tax plan for U.S. person with foreign parents and grandparents to minimize estate and income tax on anticipated future bequests.

Attorneys in our Tax, Trust and Estates Group:

CORPORATE RESTRUCTURING AND BANKRUPTCY
Our Bankruptcy Group attorneys have extensive experience in complex cases and have been involved in domestic and international corporate restructuring and bankruptcy matters in numerous industries. We represent business clients in debt restructurings, bankruptcy cases, creditors' rights matters, litigation and related finance, mergers and acquisitions, and other corporate transactions throughout the world... Read more.
Our Bankruptcy Group attorneys have extensive experience in complex cases and have been involved in domestic and international corporate restructuring and bankruptcy matters in numerous industries. We represent business clients in debt restructurings, bankruptcy cases, creditors' rights matters, litigation and related finance, mergers and acquisitions, and other corporate transactions throughout the world.  Our attorneys have been engaged in representation of debtors, foreign subsidiaries, and foreign representatives, acquirers of assets of troubled companies, secured lenders, financial institutions, unsecured creditors, landlords and creditors' committees in all phases of bankruptcy proceedings.