Business and Corporate Formation and Advice

  • Represented startup client in the negotiation of a complex licensing agreement for software owned by a Fortune 500 technology and engineering company.
  • Formed an LLC and negotiated multi-owner operating agreement for a company that coordinates on-site clinical medical trials; drafted agreements between LLC and pharmaceutical company to provide clinical trial sites.
  • Created and filed transactional documents for approval by the Commissioner of Financial Regulation for change of control of a licensed mortgage brokerage.
  • Formed and advised commercial clients on the creation of a Benefit Corporation to serve a public purpose beyond what is done by the regular business.
  • Counsel to healthcare professionals, including physicians, nurse practitioners, psychologists, therapists, physical therapists, chiropractors, and speech pathologists in connection with the formation and structuring of their practices.

Business and Corporate Transactions

  • Negotiated a franchise agreement for local purchasers of a national tutoring franchise; formed LLC and drafted operating agreement for investors/owners.
  • Represented the majority shareholder in a leveraged buy-out of stock in a multi-million-dollar engineering company.
  • Successfully negotiated a complex dissolution agreement for a minority shareholder of a New York corporation resulting in a clean dissolution of the company.
  • Counsel to purchaser of business assets of (and borrower of funds to buy) an ongoing, multi-location service business.
  • Negotiated and drafted, for a non-profit historical society, a swap of land to the society for an agreement with the developer to manage the property in perpetuity.
  • Prepared a stock subscription agreement for a corporation to raise capital, including the filing of applicable securities disclosures.
  • Seller's counsel in sale of dance studio to key employees.
  • Drafted complex service agreements for digital marketing company, video production company, epidemiological consulting company, commercial cleaning company, tech startup that is launching a space-sharing application.
  • Represented numerous buyers and sellers of LLC and stock interests in buyouts

Business Dispute Resolution

  • Represented a business client in a claim by a national credit card servicer for breach of contract and excessive punitive early termination fees.
  • Represented business owner in a non-compete claim by a former employer.
  • Counsel to institutional owner of land in declaratory judgment lawsuit against adjacent owner relating to an alleged breach of covenants.
  • Court-appointed mediator in commercial disputes.
  • Represented non-profit client in a matter involving financial mismanagement by key personnel of the organization. Coordinated efforts and reviewed findings of forensic auditor and private investigator to determine scope and breadth of financial wrongdoing. 
  • Counseled majority shareholders in an ongoing dispute between majority owners and minority owner in which majority owners desired to squeeze out minority owner.
  • Represented minority-owned engineering company in connection with redemption of stock of the majority owner and sale of stock to new minority-owned company.
  • Counseled physician owner of medical practice in connection with a dispute with partner and claims that the partner defrauded a client.
  • Assisted psychologist owners of psychology practice in converting independent contractors to employees after state taxing authority raised claims that independent contractors were improperly classified.

Employment

  • Counseled and represented employees on appeal of employer-imposed discipline.
  • Counseled employees and employers regarding employment contracts and non-compete and non-disclosure agreements.
  • Counseled employers on range of human resources issues and developing human resources policies and practices.

 Read more on how, exactly, this experience is put to work for you!