CORPORATE & BUSINESS LAW

• Represented numerous start-up businesses in the selection of the appropriate form of business entity, organization of that entity, counseling on day-to-day operational issues and drafting of routine business documents.

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• Represented the purchaser of a National Hockey League franchise and associated assets, including an arena for the team, from a bankruptcy estate under the provisions of Section 363 of the Bankruptcy Code. In addition to the seller and the NHL, the transaction involved negotiations with three levels of government, a concessionaire, the bank holding naming rights to the arena and an industrial development agency.

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• Represented a start-up company in negotiating and documenting its first round of investment from an institutional venture capital fund, its B-round investment from that same fund and others and a C-round private placement of securities.

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• Represented a private company in a three-part transaction that involved a $5 million acquisition of all of the stock in a corporation that operated a complementary line of business, a $3.5 million sale of convertible preferred stock to a consortium of institutional venture capital investors and a $2 million bank credit facility. The legal work included drafting and negotiating the acquisition agreement, investment agreement, credit agreement, and all related instruments and agreements, assistance with our client’s due diligence investigation and response, and completion of the simultaneous three-way closing.

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• Represented a privately held company in an $88 million acquisition by merger with a publicly held company. The legal work in the transaction involved coordination with investment bankers, assistance with due diligence, drafting and negotiating the merger agreement, advice to our client’s board of directors regarding its duties and obligations, tax advice and opinions to client shareholders, environmental review and completion of the closing.

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• Represented the owners of a five-store “fast casual” restaurant chain in the sale of the business to a new entity in which the sellers retained a 20% ownership stake, which plans to franchise the business’ concept nationwide.

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• Represented an institutional venture capital fund as lead of three investors in structuring negotiating and documenting a $1.4 million investment in an early stage technology company.

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• Represented a management team in the acquisition from a public company of a convenience store chain with 200 New York State locations. The legal work included negotiation with the institutional venture capital fund financing the acquirer, assistance with all federal, state and local operating licenses, tax structure for the transaction, real estate due diligence and negotiation of supplier agreements.

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• Represented an individual who acquired a public company by purchasing a block of stock and, through irrevocable proxies, obtained voting control, followed by statutory merger enabling the purchaser to obtain 100% ownership of the company.

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• Represented a significant shareholder in a financial planning firm that was acquired by a publicly traded bank holding company in a tax-free merger for a combination of cash and unregistered stock. We negotiated a registration rights agreement, a complicated earn-out arrangement and an agreement among the individual sellers on their rights to share in the earn-out payments, if made, along with employment and non-compete agreements with the acquiring company.

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• Represented a United Kingdom company in the negotiation and documentation of the acquisition of a U.S.-based manufacturing business and the $50 million credit facility used to finance that acquisition and ongoing U.S. operations.

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• Represented a major public pension fund in a $150 million real estate joint venture. The legal work included negotiation with a publicly-held REIT and drafting provisions for the joint venture agreement, contribution agreement and sale agreement, as well as carrying out all real estate due diligence requirements.

• Represented a secular school in Kenya in the establishment of a not-for-profit corporation, including the applicable governance and its application for tax-exempt status.

• Represented many organizations in obtaining exemption as 501(c)(3) organizations, including schools, charitable organizations, cultural organizations and organizations fostering national amateur sports competitions.