Banking

Bankruptcy, Reorganization and Creditors' Rights

> Corporate, Business and Securities

General Business

Intellectual Property

Labor, Employment and Employee Benefits Law

Litigation

Matrimonial

Real Estate

Taxation, Trust
and Estates

CORPORATE, BUSINESS AND SECURITIES

The firm has a dynamic business, corporate, commercial and securities law practice representing enterprises of various sizes and complexities, ranging from large, publicly traded multinational corporations listed on the New York Stock Exchange to smaller, regional, and closely held or family owned businesses, and their owners, directors and officers.

Among the types of matters entrusted to us by our large, medium sized and smaller clients are initial and secondary public offerings of equity and debt securities; mergers, acquisitions and sales of public and privately owned companies and divisions; private placements of equity and debt securities; bank and non-bank borrowing arrangements (including secured and unsecured financings) representing both lenders and borrowers and venture capital financings. For our public clients, we assist the boards of directors and managements with periodic and other reports to the Securities and Exchange Commission; proxy statements; annual reports to stockholders; and compliance with the insider trading and other rules and laws applicable to management and controlling shareholders. The formation, dissolution and governance of corporations, limited and general partnerships, trusts and both limited liability partnerships and limited liability companies are matters which we routinely handle for our clients.

We also have an active investment management practice which advises investment funds and investment advisors in connection with the formation and management of domestic and off-shore hedge funds, private equity funds and managed accounts. We represent these funds in various aspects of their businesses, including initial organization, trade name protection, investment in public and private equity and debt securities, employee incentive relationships, and ongoing regulatory compliance. In addition, we represent and address the specialized needs of other professionals in the investment management industry.

On behalf of our various clients, we draft and negotiate shareholder (buy/sell) agreements, stock and asset acquisition agreements and merger agreements for the sale and purchase of businesses, employment contracts, trademark licenses, franchise offering statements and purchase agreements; computer hardware and equipment purchase agreements, sales agreements, licenses and leases; computer software licenses and joint development agreements; contracts between suppliers and customers; agreements relating to the international purchase and sale of goods; and sales representative, dealer and franchise termination agreements. Issues affecting manufacturing; international trade; letters of credit; trademarks and unfair competition; trade secret protection; not-for-profit and charitable corporations; executive employment and compensation; stock options and other incentive arrangements and employee, partner and shareholder disputes are often referred to us by clients and by other lawyers. We understand that choosing the form of a business or timing the purchase or sale of a business often requires analysis of the federal, state and local tax laws. Our attorneys counsel our clients in this area and work closely with their accountants, financial advisors and other advisors in the planning and implementation phases of each transaction. We recognize that sophisticated tax analysis is often necessary in forming limited partnerships, limited liability partnerships and limited liability companies and may be required in deciding whether to make an election (or terminate an election) to be treated as an "S Corporation" for federal and state corporate income tax purposes. Many of our attorneys have strong tax backgrounds and are familiar with these types of issues.

We are actively involved in assisting our clients to implement effective corporate governance and compliance programs dealing with such matters as antitrust, discrimination, business ethics, international trade, government contracts, securities (insider trading, short swing profits, Rule 144 sales), consumer product safety, sexual harassment, document retention and record keeping, intellectual property matters, confidentiality of proprietary information and other issues. These programs provide our clients with an early warning system for, and front line defense to, potential criminal and civil liability for the corporate client and potential personal liability for responsible key officers and directors.