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Financial Services
Drawing upon the collective experience of our corporate, securities and tax attorneys, our financial services department has been widely recognized as providing skilled legal guidance to all types of clients in such diverse areas as Private Investment Funds, Venture Capital Investment, Investment Advisory Representation and Compliance Reviews. Our extensive experience in representing the financial community provides us significant economies of scale and the background to respond to most legal issues without time-consuming or costly research and analysis. We regularly monitor state and federal regulatory developments, which permits us to keep our clients well advised.
Private Investment Funds
The Financial Services Group provides legal assistance to both domestic and offshore private investment funds in the alternative investment arena (e.g. hedge funds, venture capital funds, commodity pools and group trusts), regarding the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We have structured and organized a wide variety of funds such as long/short funds, global macro funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, country funds (e.g. Ukraine), sector specific funds (e.g. technology, Internet, health care, biotechnology), fund of funds and multi-manager funds. We skillfully draft confidential private placement memoranda, limited partnership agreements, operating agreements, subscription document booklets, blue sky filings and other necessary documents. We also advise and prepare agreements documenting the relationship among fund managers.
Venture Capital Investment
We have extensive experience representing venture capital funds, portfolio companies receiving venture capital and investors in venture capital transactions. We assist corporate and angel investors in conducting due diligence of portfolio companies, guiding them through both legal and business concerns. Transactions range from early stage seed rounds through late stage venture rounds involving the issuance of preferred stock, convertible debt instruments, warrants, and secured and unsecured bridge debt.
Investment Advisory Representation
We advise clients as to the initial registration and notice filing requirements under both federal and state laws, as well as ongoing compliance and other issues relating to the operation of their business, including advice concerning investment advisory agreements, record-keeping, engaging in soft dollar transactions, principal and agency transactions, sub-advisory arrangements, allocation practices, insider trading policies and employment matters. We often guide clients through contract negotiations with retail and institutional investors, custodians, brokerage firms and solicitors.
Regulatory and Compliance
We advise registered investment advisers, commodity pool operators and commodity trading agents with regard to whether they must register and their compliance obligations. We draft compliance manuals, create internal controls and perform mock audits. We also counsel clients with respect to informal inquiries, no-action letters, examinations, formal investigations and enforcement actions.
Litigation
Our litigation group consists of experienced securities and commercial litigators. We focus on representing clients prosecuting or defending claims under the securities laws as well as NASD, NYSE and other self-regulatory organization arbitrations and proceedings. We also represent clients involved in partnership or limited liability disputes and dissolution proceedings, real property litigation, employment disputes, intellectual property disputes and collection proceedings involving secured instruments. Our litigators have successfully tried numerous cases to verdict and regularly appear in federal and state court.
Real Estate
We regularly represent developers throughout the metropolitan New York area, advising on projects involving, public and private financing, partnership structuring, construction contracts, hotel management, leasing, sales, exchanges and other dispositions. Our attorneys are active in a variety of transactions involving construction of office, industrial, retail, hotel and residential projects, bringing special expertise in mixed-use developments.
Our lawyers also represent lenders and borrowers in all areas of real-estate-secured financings and loans.
Corporate
We represent a wide variety of corporations and financial institutions in corporate finance transactions as well as mergers and acquisitions; private investment vehicles (hedge funds, venture capital funds, buyout firms in fund formation and private equity investments), start-ups and their financing sources, and domestic and international corporations in strategic alliances. The Firm also acts as outside counsel to numerous public and private corporations for their general corporate needs.
The firm's corporate, finance and securities lawyers are experienced in all aspects of federal and state securities regulation. We regularly act as counsel to issuers and investors in private placements of equity and debt securities. We also advise issuers preparing for public offerings of securities, and provide ongoing securities law advice to our corporate clients.
Mergers & Acquisitions
We regularly act as special counsel to corporations, controlling stockholders and employee groups in mergers, stock and asset acquisitions, joint ventures, shareholder agreements and leveraged buyout transactions.
Private Equity and Venture Capital Investing
With the Firm's experience in venture capital and buyout transactions, our attorneys play a strategic role in connecting cutting-edge start-ups and private and public companies with financing sources and strategic corporate partners. The Firm handles equity investments in private companies at all stages of development, from seed capital through initial public offering, and in a variety of industries including software, consumer products, information processing, telecommunications, healthcare, Internet and new media. We regularly advise on the structure and terms of securities offerings and negotiate the related agreements. We often become strategic advisors to these companies.
Franchises and Retailers
The Firm has been representing franchisees, franchisers, retail companies and their owners for over 50 years. We regularly advise clients on structuring and negotiating the purchases and sales of retail businesses. We routinely represent franchisees in structuring and negotiating franchise transactions.
Tax
Tax & ERISA
Our tax and ERISA department has a broad practice that includes both corporate transactional work and individual tax planning. Our transactional practice encompasses structuring alternatives for traditional M&A transactions as well as advice in creating complex investment vehicles for domestic and offshore entities. We regularly provide advice to private investment partnerships, such as hedge funds, that establish offshore vehicles to legally minimize United States taxation for foreign investors. We also provide advice on the various techniques that may be employed by U.S. pensions and IRA holders to invest in offshore funds, so that underlying investments can be leveraged.
We advise many high net worth individuals how they can structure their ownership of investments in vehicles such as private placement life insurance to reduce, or in some cases eliminate, taxation of investment income. Other strategies involve proprietary trusts to reduce or even eliminate state and city taxation in some circumstances.
We advise numerous businesses and trustees how to have certain pension plans, such as ESOPs, purchase stock from the owners of businesses, without violating ERISA's prohibited transaction rules.
We routinely establish stock option plans and other equity incentive plans for new media and other companies.
Trust and Estates
The Firm has a well developed trusts and estates practice, serving clients in an innovative manner. Money managers and business owners who have the financial capability to select counsel in the largest law firms will often retain or recommend us due to the specialized techniques and individual attention we provide in implementing techniques to reduce gift and estate taxation. In many cases, we have been able to identify and implement various trusts and transactions that significantly reduce future estate taxes, which were overlooked by other law firms. We have a broad range of experience in the areas of estate planning, trust and estate administration, buy-sell agreements funded with life insurance, charitable giving, advising institutional fiduciaries, creating and advising exempt organizations, and trusts and estates litigation.
Estate planning can be extremely complicated and technical in areas such as generation skipping taxes, residence trusts, grantor retained income trusts, charitable lead trusts, and certain types of life insurance trusts. We strive to identify and discuss with each client the risks inherent in their current planning and ways to reduce those risks by employing alternative products.
