Litigation and Dispute Resolution

The Firm's litigators are highly skilled in their craft and have practiced before the United States Supreme Court and in complex matters in the entire panoply of dispute resolution forums. They bring their academic and professional achievements to bear on client problems. Our litigators are aggressive trial advocates with broad trial experience and are sophisticated business lawyers as well.

In every new matter, the Firm's initial approach is "litigation triage" — What is at stake in the dispute and what will it cost to get a meaningful result? Clients frequently ask the impossible question: "What will it cost to litigate this case?" No lawyer can give a fair or informed answer to that question at the inception of any but the most simple case, because there are too many variables and forks in the road for there to be precise prediction. But the good "client's lawyer" can map a strategy that measures available alternatives and targets opportunities for early resolution.

The reality is that our civil litigation system in both the state and federal courts is designed to try cases only as a last resort, sometimes leaving clients hostage to the pretrial process. This bias in the courts leaves many cases and clients, in turn, hostage to lawyers. That does not happen to our clients. We involve clients in all aspects of the dispute resolution process from the outset of a case — strategy, planning and reality-checking, as well as fact-gathering and trial preparation.

Yesterday's methods do not work for today's sophisticated clients. The Firm's litigation approach and its business development approach as well have long recognized this. The Firm's results in and out of court, and the satisfaction of its clients, are the best measure of the success of the Firm's methods.

Corporate and Securities

The Firm's corporate and securities practices are broad-based and are ably-supported by the Firm’s intellectual property, employment, real estate and dispute resolution practices. Our combination of large-firm expertise offered in a smaller firm setting enables us to work effectively and efficiently with companies ranging in size from start-ups to multinational public corporations. Similarly, we represent all manner of providers of debt and equity capital, including venture capital, private equity and hedge funds, investment banks, angel investors and others.

We have extensive experience at all levels of corporate structuring, finance, mergers and acquisitions and joint venture and partnership arrangements, including international and cross-border transactions. While the Firm displays an impressive breadth of capabilities, our network in the legal community enables us to access top specialists in niche disciplines and in other states and countries as required, affording our clients with access to necessary expertise and jurisdictional coverage without supporting the overhead of the large firms that strive to provide such coverage “in-house.”

As business lawyers, we understand that our clients are looking to us to find the most efficient means of satisfying their often critical business objectives. Accordingly, we begin any project or engagement by identifying the underlying goal, and we then work with the client to craft a strategy calculated to achieve the desired result as expeditiously and cost-effectively as possible. Execution of the chosen course of action requires skillful management of the intricacies of transactional practice while remaining attentive to the ultimate objectives being served, thus never losing sight of the forest for the trees.

For many of our small to medium-size clients, we function as their “outside general counsel.” In that capacity they rely on us not merely to process the transaction of the moment, but to understand their businesses and to function as strategic advisors to assist them in evaluating opportunities and crafting creative solutions for the future. The experience of several of our corporate attorneys as general counsel and in-house counsel to corporations both large and small gives us a clear understanding of the role of lawyer as part of the management team, as well as the need to manage daily legal functions in a timely, cost-conscious manner.

Many of our larger clients have chosen us as an alternative to large-firm representation for very concrete reasons. For some, it is the prospect of receiving the personal attention of a partner with a wealth of experience, rather than the mid-level associates that they would most likely be working with at a large firm. Others are attracted by a billing structure that gives them access to large-firm expertise at a meaningful discount to large-firm rates. Still others recognize, as do we, the importance of forging strong personal relationships between clients and their lawyers, an increasingly rare commodity at the “mega-firms” with which we compete.

Securities/Venture Capital

In the areas of securities and venture capital practice, the Firm’s attorneys are experienced with public offerings, private placements and securities law compliance. In the public arena, our attorneys are adept at counseling clients through the intricacies of a public offering, providing guidance with respect to pre-offering strategic considerations, preparation of disclosure documentation, managing due diligence, structuring appropriate equity incentive plans and maneuvering through the offering process. Similarly, our attorneys have considerable expertise, through both law firm and in-house experience, with public company securities law compliance.

In the sphere of venture capital and angel finance, our attorneys are experienced in the representation of emerging growth companies as well as investors and other participants in the financing process, including venture capital, private equity and hedge funds, angel investors, strategic corporate investors and placement agents. Our representation of both companies and investors gives us insight into the issues driving the negotiations on both sides of the table, enabling us to provide our clients with practical advice on strategy and market terms. In a process where efficiency and cost control are essential, we offer our clients extensive experience and practical judgment in assessing the benefits and costs inherent in their negotiating positions.

As many of our clients are new to the process of venture finance, some of the greatest value that we can provide occurs before the first term sheet. Our considerable expertise in this sphere affords us with a clear understanding of what makes a company attractive to the investment community, enabling us to offer invaluable guidance in preparing for a financing. We advise on critical threshold issues such as corporate structure, employment relationships, and intellectual property protection and can offer guidance on content and format of business plans. Then, as the negotiations and documentation proceed, we can assist issuers in understanding and negotiating the various complex issues that can arise. All the while, we offer practical advice to assist our clients in complying with securities laws while preserving maximum flexibility to pursue financing opportunities.

Mergers & Acquisitions/Joint Ventures

In the area of mergers & acquisitions and joint venture practice, the Firm represents parties on both sides of transactions which may be structured as asset or stock purchases, mergers, joint ventures, strategic partnerships or leveraged buy-outs. Our attorneys are adept in all aspects of such transactions, from advising companies that are preparing to enter the market and offering guidance on transaction structure, to reviewing term sheets, negotiating, documenting, closing and assisting with post-deal integration. We are equally capable of offering sophisticated expertise in complex cross-border transactions or managing the fast, efficient documentation and closing of smaller deals, and we have represented clients in transactions ranging in size from several hundred thousand to several hundred million dollars.

We work with buyers to focus on the key elements of value to be derived through a potential acquisition, and then let the results of that analysis guide negotiations, documentation and diligence for a process that is as fast, efficient and cost-effective as possible, ensuring that the buyer is well-informed as to the condition of the acquisition target and is pursuing a negotiation strategy designed to protect against downside risk and realize on expectations. We work with sellers, through long-term strategic planning, advising on alternative opportunities and transaction structures, vigorous negotiation and careful documentation, to ensure the best possible terms and maximum realization of client objectives.

The process resulting in a successful M&A engagement often begins long before a client is focusing in on any particular transaction. Accordingly, the Firm’s attorneys approach each representation with a view to identifying and preparing for the client’s long-term objectives. Early in the life of a company, we will often be advising on matters such as corporate structure, financing strategy, equity incentive arrangements, intellectual property protection and routine corporate and financial matters with an eye to positioning the company for the future. The corporate group routinely calls on the capabilities of the Firm and its co-counsel in areas including tax, intellectual property, antitrust, employment, real estate, environmental and others.

Emerging Companies

The Firm's corporate and securities practices offer essential support to our clients that are growing and emerging companies. Our Firm's size and style is uniquely suited to assisting young companies as they expand and require more sophisticated representation. In any number of areas, including employment, executive incentive arrangements, real estate, intellectual property, financing arrangements and dispute resolution, our lawyers assist clients in implementing scalable solutions that support and facilitate their profitable growth.

We act as both general business counsel and securities counsel to advise emerging companies from initial start-up through the various tiers of venture capital and public financing, all the while providing practical guidance in operational matters necessary for them to execute on their business plans. Thanks to our significant network of investors and accountants, bankers, consultants and other service providers who have expertise in working with emerging companies, we are often able to refer our clients to specialists who have a clear understanding of the challenges and opportunities faced by emerging companies and who can offer direct and immediate assistance toward achieving their business objectives.

As needed, the Firm's corporate, intellectual property, employment and litigation lawyers are able to lift a large part of the burden of corporate governance from the shoulders of the often overburdened managers of emerging companies, freeing them to focus on the demands of growing the business, forging strategic alliances and raising capital.

Real Estate

The Firm's real estate practitioners have expertise in all areas of acquisitions, sales, financing, leasing and development, and related litigation.

Our lawyers are skilled in the structuring of acquisitions using combinations of commercial debt and institutional or private equity. We assist in multi-state transactions and are particularly skilled with regard to complex development, restructuring and lease transactions. We also offer a full range of assistance to property owners that are not professional developers in the development of residential units in properties that have been historically dedicated to commercial and industrial uses.

The Firm advises on management and brokerage issues, and our practice extends to complex real estate and construction litigation and also to appearances before local and state regulatory authorities.

Our work for clients is aided by our knowledge of the real estate industry and the people in it. We often have had previous experience with the participants in a transaction, and have both their respect and also an understanding of their economic motivations.

Intellectual Property

The term intellectual property embraces a wide array of property rights integral to any business — from name and branding to protection of technologies and methods. Technology and the law in this area are both in a state of rapid change, and the ability to achieve value through careful attention to intellectual property rights has grown dramatically in recent years. Our lawyers are expert in establishing these protections for clients through the trademark, copyright and patent laws. We have similar expertise in protecting the confidentiality of our clients’ sensitive information by agreement. Where necessary, we litigate to enforce these rights, and we have a long record of success in these areas.

Strategy is an important part of this practice — before it is able to effectively establish rights under applicable laws, a business must have a clear understanding of the full array of its intellectual property assets, including the ones it currently has in hand as well as, very importantly, those that are in development. Such early-stage strategizing is essential to cost-effective protection of these valuable rights. Otherwise, by the time that the true value becomes apparent, the opportunity to fully protect a company’s intellectual property rights and realize on their value may be lost to delay. Thus, too often, a business does not appreciate the intellectual property protection available until it is too late. We specialize in assisting our clients in planning the exploitation of their intellectual property.

One aspect of our work in this area is internal protection. Our attorneys advise with respect to the protection of trade secrets, inventions and other types of confidential and proprietary information in internal and inter-company communications and the non-disclosure of valuable information and material through business transactions. This work includes agreements concerning employees, consultants, independent contractors, vendors and licensees, partners and joint venturers, and potential merger or acquisition entities, all with the focus on protecting intellectual property assets.

The Firm's attorneys have broad experience in the media and entertainment industries. We have represented major artists, as well as producers and publishers.

Our Firm's work include representation of the Estate of Duke Ellington in a variety of matters, including licensing of Duke's name and likeness and the royalties from his extensive body of copyrights and performance work.

Our litigators are experienced in entertainment sector negotiation, dispute resolution and litigation, with an emphasis on creative and cost-sensitive solutions that take account of our clients' priorities and the value of what is at stake.

Environmental Law

The Firm’s attorneys have extensive experience in working collaboratively on a broad range of environmental issues which always involve a multitude of disciplines. The matters worked on range from transactions involving contaminated property to regulatory negotiations to litigation.

The Firm’s attorneys have performed environmental due diligence and negotiated contractual disclosures, indemnifications and insurance requirements for a variety of contracts ranging from property transfers to consultants’ contracts. They are also knowledgeable about environmental insurance products, and the role these products can play in facilitating a transaction. The Firm’s attorneys have successfully pursued contribution and insurance claims, as well as defended toxic tort, natural resource damage and cost recovery claims. The Firm has a special expertise in advising clients on financial assurance obligations and the financial aspects of environmental conditions and concerns, including the SEC regulations and accounting rules.

The Firm’s attorneys work closely with our clients’ internal business and public relations personnel on high profile issues and are sensitive to the need for coordination among all stakeholders. The Firm’s size combined with its level of expertise makes it a more personal and cost-effective alternative to the use of less experienced partners and associates in the larger firms.

Employment and Mediation

The field known as employment law has grown to have enormous significance to businesses and senior executives. Our lawyers have developed expertise in representing clients in all aspects of employment law — the establishment of sound employment policies and protocols, the negotiation of suitable employment agreements for senior executives and financial industry personnel, the unwind of those agreements when later transition occurs and litigation of these issues as well as the broad array of employment law claims falling into the categories of discriminatory treatment and wrongful termination.

No significant business can be without sophisticated legal counsel in this area, and we emphasize the implementation of general policies for the handling of employment relationships, including contracts with key personnel and general policies to protect against claims. As part of this work, we stress the importance of non-compete and non-disclosure issues, with expertise in the limits of their enforceability, so that what is written by the parties has meaning and weight in the courts if disputes should arise.

We also represent senior executives and senior personnel in the financial services industry. The Firm's attorneys understand that our clients in this area are faced with career-changing issues that require a special sensitivity to the client's personal needs as well as financial and long-term career objectives. As many of the disputes in this area spill into difficult litigation, we strive to assess early whether settlement is possible. When it is not possible on reasonable terms, we counsel litigation and we litigate with cost-efficiency. In doing so, we avoid the trap many clients can encounter — endless and fruitless negotiation that results in significant costs being incurred even before litigation commences, often to the extent that the poorly-advised client cannot afford the litigation that is ultimately necessary and, therefore, loses the chance for the net recovery that he or she was entitled to.

Public Affairs

The Firm's lawyers are at the forefront of timely issues of broad application, ranging from public and government service to significant pro bono work. Our lawyers share in the view that legal education should be used not only for building our careers, but also for achieving meaningful positive impact on our community and world.

Our lawyers' exceptional skills add much to matters of public importance. These activities epitomize our Firm's philosophy that we do not practice law in a vacuum, but recognize the broader ramifications of our work and capabilities, and put them to use for the betterment of the public and the world in which we live.

We are always open to new initiatives of this kind.

Estate and Individual Representation

The Firm offers the full range of estate planning and trust and estate administration services. These include preparation of wills, revocable living trusts, life insurance, dynasty and other irrevocable trusts, charitable remainder trusts, family limited partnerships, stockholder agreements, buy-sell agreements, living wills, heath care proxies, durable powers of attorney, property transfers, probate documents, and estate and gift tax returns.

The Firm's attorneys who practice in this area have written and taught widely in their field and have served in the Surrogate's Court, from which they bring unique perspective and expertise.

Bankruptcy, and Creditors' and Debtors' Rights

Our clients often require our expertise in corporate restructuring, bankruptcy, and debtors' and creditors' rights. Whether facing financial difficulties themselves or engaged in transactions or litigation with other parties that are experiencing or may some day experience such problems, our clients have access to lawyers with unique experience and insight in these critical practice areas.

In addition, we offer our clients the ability to assess from the outset the potential impact of the bankruptcy laws on a given transaction or litigation.