Matters

Equity Ownership and Employment Matter

Represented the president and managing principal in negotiating equity ownership and employment with a high-end real estate investment bank owner/operator.

Turkish Art, Culture and Education Nonprofit Formation

Represented a client in forming a U.S. nonprofit to promote and support Turkish and other forms of dance and artistic endeavors.

Formation of Conduit Limited Liability Company

Represented an investment advisor in the formation of a conduit limited liability company to facilitate distribution of carried interest from investment fund to employees of investment manager pursuant to an employee incentive compensation plan.

Surfer Agreement

Represented a premier surf league in the negotiation and development of a form of surfer agreement pertaining to licensing of merchandise, and media and promotional matters for all professional surfers competing in the WSL Championship Tour.

Formation of Non-Profit – Sports Science Laboratory

Represented New York Racing Association regarding the structure for forming a not-for-profit organization for the purpose of establishing a sports science laboratory for research and drug testing of horses and other animals.

Employment Separation Agreement

Representation of a senior executive of a major hotel chain regarding an employment separation agreement.

Yankee Global Enterprises – Compensation Plans

Represented Yankee Global Enterprises in the establishment of executive compensation plans.

Sports Franchise – Compensation Plans

Represented a major sports franchise in the establishment of restricted stock unit and stock option plan for executives.

Real Estate Investor – Employment Agreement

Representation of client in connection with negotiation of an employment agreement with an investment fund.

New World Realty Advisors – Golf Club Ownership Transfer

Represented New World Realty Advisors, a premier real estate advisory firm, in connection with transferring golf club operations to a not-for-profit organization.

Zentek Automation US – Employment Release

Representation of Zentek Automation US in connection with termination of employee and negotiation of severance agreement.

Mediware Information Systems – Going Private

Represented Mediware Information Systems, Inc. (MEDW), a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC. In a transaction valued at $195 million.

Capital Raise in Bluegrass Dairy & Food Acquisition

Represented Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.

Private Equity Client – Executive Retention Program

Represented a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.

Stillwater Capital Partners – Acquisition of Assets by Public Shell

Represented Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares. The transaction involved the purchase of insurance companies to which Gerova intends to contribute the funds' relatively illiquid assets to the insurance companies to serve as regulatory capital upon which additional reinsurance policies could be written to generate premium income for additional investments and maintenance of existing assets. It also involved extensive securities law, tax and accounting issues.

Joint Venture Formation of Legends Hospitality

Represented Legends Hospitality LLC—a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in New York, New Jersey, Pennsylvania, Texas and Florida, and protecting the company's intellectual property rights.

Fast Food Chain Franchisee – Restaurant Sales

Representation of one of the largest franchisees of a well-known international fast food chain in its real estate, employment, corporate, litigation and insurance matters, including the sale of numerous New York metropolitan area locations.

Rockwood Realty Associates – Sale to DTZ Holdings

Representation of Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.