Business & Professional Legal Services

BUSINESS & CORPORATE LAW

  • Mergers and acquisitions
  • Securities/private placement offerings
  • Licensing
  • Franchising
  • Business formation and governing documents (articles of incorporation and organization bylaws, partnership agreements, shareholder agreements, operating agreements and more)
  • Contracts (buy-sell agreements, consulting agreements, independent contractor agreements,
    employment agreements, severance agreements, office sharing agreements, joint venture agreements, noncompete and confidentiality agreements, business separation/ dissolution agreements, equipment lease agreements)
  • Commercial transactions
  • Loan agreements and collateral documents
  • Business planning and evaluation
  • Risk management/insurance issues
  • Employee manuals and policy development
  • Securities litigation
  • Real Estate
  • Entertainment law
  • Banking and Finance
  • Education law
  • Employment law
  • Commercial litigation
  • Medical and Dental practice issues

INTELLECTUAL PROPERTY

  • Trade secret protection
  • Intellectual property portfolio audit
  • Comprehensive trademark and/or copyright portfolio management
  • Trademark and copyright litigation, including defending claims of infringement
  • Trademark applications with the US Patent & Trademark Office
  • Trademark Prosecution
  • Copyright registration applications
  • Securing copyright reversions
  • Analysis of national and international branding initiatives
  • Franchise agreements
  • Trademark and copyright licenses, assignments, joint ventures and other intellectual property-related partnerships
  • Confidentiality, non-disclosure, non-circumvention and non-compete agreements, including
    those related to employment agreements
  • Cease and desist notices
  • Trademark, copyright, trade secrets, confidentiality and restrictive covenants enforcement in federal and state courts, including temporary restraining orders (TRO), preliminary and permanent injunctions
  • Digital Millennium Copyright Act compliance and enforcement
  • Royalty determination and collection
  • E-commerce laws and regulations compliance
  • Domain name protection, "cyber-squatting" and other internet related issues

BANKING & FINANCE

  • Secured and unsecured lending transactions
  • Loan origination process and related customer issues
  • Commercial real estate transactions
  • Loan workouts

CONSUMER FINANCE LITIGATION

  • Complex litigation for financial institutions, banks, servicers and lenders
  • TILA, RESPA and FDCPA claims
  • Class actions involving large financial institutions
  • Creditors in Bankruptcy proceedings, including Adversary Proceedings
  • Real property and mortgage priority disputes

COMMERCIAL LITIGATION

  • Commercial finance
  • Contract disputes
  • Insurance coverage and claims litigation
  • Business dissolution, and partners and shareholders' dispute
  • Lender liability
  • Copyright and trademark infringement
  • Breach of non-compete, trade secrets and confidentiality agreements
  • Business torts (including unfair competition, interference with contractual and advantageous business relationships)
  • Entertainment law
  • Loan work out
  • ERISA and pension benefits
  • Banking and finance
  • Defamation
  • Real Estate
  • Construction law
  • Collections

COMMERCIAL REAL ESTATE

  • Sale/purchase agreements (buy/sell agreements)
  • Financing and refinancing
  • Syndication/raising equity capital
  • Land use planning and development
  • Closing documentation
  • Title issues
  • Leases and landlord tenant issues
  • Foreclosures
  • Lender workouts
  • Commercial property tax appeals

TITLE LITIGATION

  • Pre-closing title defects
  • Security Interest Preparation and Subordination
  • Building, Use, Occupancy and Deed Restrictions
  • Quiet Title, Reformation and Declaratory Actions
  • Easement creation, transfer and termination
  • Water-Related Rights
  • Claims Litigation
  • Appeals
  • Foreclosure, Workouts and Bankruptcy
  • Federal and State law enforcement agency assistance with investigations and prosecutions of perpetrators in the mortgage and title insurance industries

ENTERTAINMENT

  • Customized legal representation for the creative arts industries, including music, film, television, theater, radio, literary, sports, advertising, publicity and fashion
  • Contract negotiations
  • Recording agreements
  • Producer and engineer agreements
  • Touring and live performance agreements and transactions
  • Performance and appearance agreements
  • Songwriting agreements
  • Screenwriter agreements
  • Music and film manufacturing, distribution and production agreements
  • Music and literary publishing agreements
  • Band agreements
  • Licensing and merchandising agreements
  • Music placement in television, film and commercials
  • New media rights
  • Full scope music festival representation
  • Secure personal appearances and autograph signings
  • Talent and employment agreements
  • Talent procurement for live events and personal appearances
  • Event budget analysis
  • Sponsorship, endorsement and merchandising agreements for events, artists, individuals and entities
  • Event marketing, advertising and promotion budget and media purchasing analysis
  • Risk management assessment
  • Vendor Agreements
  • Participant waivers and releases
  • Broadcast licenses
  • Copyright and trademark licensing, registration, protection, maintenance and enforcement
  • Copyright and trademark infringement defense and prosecution
  • Digital Millennium Copyright Act compliance and enforcement
  • Royalty determination and collection
  • Copyright reversion
  • Reputation management
  • Business entity formation
  • Crowd funding
  • Publicity and privacy rights
  • Film financing agreements and private placement memoranda
  • Option and purchase agreements
  • Arbitration and mediation
  • Litigation involving entertainment industry related issues including copyrights, trademarks, transactions, royalty and business disputes
  • Corporate and securities law for entertainment companies

TAX

  • Choice of entity (corporations, limited liability companies and partnerships) and tax elections as they effect the choice of entity
  • Equity, debt and combination investments
  • Compensation arrangements and employee benefit plans
  • Mergers and acquisitions
  • Redemptions, distributions and recapitalization
  • Stock and asset sales and exchanges
  • Real estate taxation
  • Tax-free property exchanges
  • Divorce structuring
  • Federal and state audits
  • IRS appeals and state administrative proceedings
  • Tax issues litigation in both federal and state courts
  • Collection matters, including arranging installment payment arrangements or offers in compromise
  • Commercial property tax appeals
  • Tax exemption classification for nonprofits and charitable organizations

SECURITIES/PRIVATE PLACEMENT OFFERINGS

  • Counsel to issuers and syndicators in various industries
  • Multi-million dollar offerings
  • Private offering structure
  • Private offering memoranda and subscription documents
  • Business plan review and counsel
  • Disclosure documents required by federal and state securities laws
  • Government filings

SECURITIES LITIGATION

  • Arbitration and securities litigation
  • Unsuitable investments
  • Unauthorized trading
  • Excessive commissions
  • Lack of suitability in investments/unsuitable investments (too high risk)
  • Churning
  • Raiding
  • Misrepresentations and omissions
  • Selling away
  • Front running
  • Wrongful termination and U-5 abuse, statutory and common law discrimination, harassment, defamation
  • Class actions alleging securities, RICO, antitrust and ERISA violations
  • Investment products involved in recent arbitrations
  • 10B 5 cases
  • Non-solicit/non-compete
  • Mediation
  • Dodd-Frank Wall Street Reform & Consumer Protection Act Compliance

SECURITIES REGULATION: SEC, FINRA & STATE AGENCIES

  • Licensing, Disciplinary, and Enforcement Proceedings
  • Broker-dealer registration
  • Broker-dealer compliance
  • General counsel and compliance
  • Registered Investment Advisor registration
  • Registered Investment Advisor compliance
  • Hedge Funds
  • Investment Banking

EMPLOYMENT LAW

  • Wrongful termination claims
  • Discrimination lawsuits (discrimination based on age, race, religion, sexual preference, gender and more)
  • Sexual harassment
  • Contracts (noncompete agreements, confidentiality agreements, employment contracts)
  • Employee manual development and revision
  • Risk management
  • Wage and hour compliance and claims
  • ERISA and pension benefits (class action and individual claims)
  • Qui tam, Whistleblower and False Claim (class action and individual claims)

CRIMINAL DEFENSE – FEDERAL WHITE COLLAR CRIMES
(CORPORATIONS, CORPORATE OFFICIALS, AND EMPLOYEES)

  • Grand jury investigations
  • Fraud charges (mail and wire fraud, bank fraud, securities fraud, health care fraud (Medicaid and Medicare fraud), insurance fraud, tax fraud)
  • Environmental violations
  • United States Customs violations
  • Interstate commerce violations
  • Public corruption
  • RICO and racketeering charges
  • Embezzlement
  • Money laundering
  • Internet crimes
  • Perjury
  • Bribery
  • Health care offenses
  • Tax evasion

PENSION & DISABILITY BENEFITS

PROFESSIONAL LICENSING AND DISCIPLINARY PROCEEDINGS

  • Healthcare fraud defense (over-utilization, overcharging, excessive prescribing and other allegations)
  • Healthcare licensing and disciplinary allegations and proceedings (prescription abuse and fraud, violations of the Public Health Code, excessive billing, upcoding, overbilling, de-participation, re-participation, Medicare-Medicaid exclusion and reinstatement, litigation, D.E.A. de-registration and re-registration, National Practitioner Data Bank responses and exceptions)

APPEALS

  • Business and commercial law
  • Securities litigation
  • Employment law
  • Criminal defense
  • Personal injury
  • Family law
  • Civil rights