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.
- 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.
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