Matters

Stelic Institute & Co. – International Counsel

Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.

Lanco Corporation – Contract Dispute

Represented Lanco Corporation, a supplier of metal finishing and waste treatment equipment, in connection with a contract dispute by its freight forwarder and customs broker regarding an extension of credit and general lien.

Private Lender – Funding Agreements

Represented a financial services company providing loans and financial accommodations to medium-sized and small businesses, in the development of financing forms, including loan participation agreements and receivable purchase agreements. In addition, we are consulting on the development of an off-shore lending facility suitable for non-resident, non-US investors.

Real Estate Investment Firm – Development of Hotel Branding and Operations Systems

Represented a real estate investment firm in the development of proprietary branding and operations systems for a unique hotel concept involving collaborative work spaces.

DEFI Group SAS – Cross-Border Marketing Contract

Represented DEFI Group SAS in analyzing a cross-border mutual sales representation agreement pertaining to advertising services with Branded Cities Network.

Silas Capital – A-Round Shares Resale

Resale of a portion of A Round shares of a high-profile venture capital investment.

Silas Capital – Investment in LifeFactory

Represented Silas Capital in its investment in LifeFactory, a company involved in the design of safe, modern, and eco-friendly glassware, and glass baby and beverage bottles.

Sales Agent Agreement – Travel Agency

Represented an independent contractor in a commission sales agent agreement with a full-service, automated, retail travel agency.

Financial Services – Trader Employment Agreement

Represented a financial services firm in the development of an employment agreement template addressing protection of trading algorithms and other proprietary information.

Consumer Products Company – Employment Arbitration

Represented a consumer products company in connection with an arbitration challenging the termination of a senior executive.

Restructuring of U.S. Affiliate of Brazilian Legal Firm

Represented Demarest E. Almeida, Inc., a Brazilian law firm, in restructuring its U.S. affiliate consulting firm and in coordinating with client’s immigration counsel on visa issues.

Sabet Management Affiliate – West Village Building Acquisition

Advised an affiliate of Sabet Management in the acquisition of a building in the West Village.

Silas Capital – Investment in Food Brand

Represented Silas Capital, a venture capital and private equity firm, in its minority investment in Vintage Italia LLC, owner of the Pasta Chips brand and a developing company engaged in premium snack foods.

Rabina Properties – $131 Million Manhattan Development Site Sale

Represented Rabina Properties LLC in the $131 million sale of a development site consisting of six properties in Manhattan's NoMad neighborhood. The sale also included additional Inclusionary Housing benefits and an investment by our client in the acquiring entity.

Lelands – Jim Brown’s NFL Championship Ring

Represented Lelands in litigation filed in New York federal court by former National Football League player Jim Brown regarding the recovery of a 1964 NFL championship ring alleged to have been stolen.

Lelands – Roberto Clemente Baseball Card Collection

Represented Lelands in pursuing monetary damages in a breach of contract action concerning a collector's sale of a $500,000 Roberto Clemente baseball card collection.

Victor Chu & Co. – NYS Energy Efficiency Fund

Represented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

Sibyl Trading LLC – General Corporate

Represented Sibyl Trading LLC in general corporate matters, including entity formation and advice on its proprietary trading platforms and operation.

Privately Held Business – Industrial Facility Development

Represented privately held waste-hauling and storage business in connection with the development of a waste treatment and disposal facility, to be located adjacent to a waste-to-energy industrial facility, that will provide for the transfer, treatment and processing of medical waste.

Small Bone Innovations – Acquisition by Stryker Corporation

Represented Small Bone Innovations in its acquisition by Stryker Corporation, one of the world's leading medical technology companies, in an all-cash transaction valued at up to $375 million.

Silas Capital – Built NY Auction

Represented Silas Capital, a venture capital and private equity firm, in the negotiation of letters of intent and a purchase agreement as part of a quasi-auction for the principal assets of a brand design firm. The transaction raised creditor rights and zone of insolvency issues.

Powers Fastners – Stanley Black & Decker

Represented Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.

Property Owner – Ownership Restructuring

Represented a property owner in a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in the ownership of limited liability companies, a mortgage refinancing and an option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.

Lehman Brothers – Receivables Financing

Representation of Lehman Commercial Paper, as agent, in an amended and restated $140 million multiple draw term loan receivables funding facility for a special purpose vehicle of a leading U.S. publishing company and successful payout and termination.

Solar Rainbow LLC – Distribution

Represented Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributor for China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.

Vintus LLC – Distribution Agreement/Asset Acquisition

Represented Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.

Hornbeck Offshore Services – Lease Agreement

Represented Hornbeck Offshore Services in the negotiation and preparation of the lease agreement for the client's principal place of business in the New York Metropolitan Area, with waterway access to New York harbor.

New York Yankees – Yankee Stadium Seating

Representation of the Yankees in the preparation and development of its sales commission plan and policies applicable to its account executives for premium and regular seating at the new Yankees Stadium.

New York Yankees – Tax Efficient Program

Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.

Colt Defense – High Yield Debt Offering

Representation of Colt Defense in a $250 million high yield debt 144A offering and a $50 million revolving credit facility that recapitalized its balance sheet and gives it greater flexibility to pursue strategic acquisitions.

Legends Hospitality – Joint Venture Formation

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.

New York Yankees – Sponsorship Agreements

Representation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, the parking garage operator around the new stadium, and Toyota.

Yankees Collectibles – Memorabilia Auction

Representation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.

French Pharma Company – Development Agreement

Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.

Medical Practice – Equipment License

Represented a professional medical practice in connection with the license and turnkey delivery of nuclear cardiology imaging equipment and operation.

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Joel Wagman, Counsel