Client Transactions

  • We have represented a wide range of clients with respect to an extensive scope of legal matters. The representative transactions below span a scope of sophisticated and complex issues affecting our clients.

  • Corporate Matters and Mergers & Acquisitions

    Corporate Matters and Mergers & Acquisitions

    Represented Bristol-Meyers in its $50 million acquisition of a French pharmaceutical company.

    Represented an information technology company, in its $35 million acquisition of Intelligex, Inc., another technology company (represented by Carter Ledyard Milburn).

    Representation of Colombian company in regard to its acquisition of a Mexican corporation.

    Representation of a New York based merger-and-acquisition consultant company, and, inter alia, prepared Employment Stock Option Plans, and fulfilled corporate compliance requirements for the company.

    Represented a French clothing manufacturer in its $10 million licensing and trademark transaction with the University of California at Los Angeles (“UCLA”) and with Donna Karan Studio. Proskauer Rose represented Donna Karan.

  • Banking and Finance

    Banking and Finance

    Representation of the Royal Bank of Scotland plc in connection with guarantee based financing extended to companies such as Raytheon, and General Electric Credit Corporation (in its acquisition of Avis Worldwide UK). Our representation has included performing due diligence in connection with the financing, preparation of guarantees and keep-well agreements. The borrowers have been represented by, inter alia, Ropes & Gray of Boston, and by Stikeman Elliot of Montreal, Quebec. The asset-based financing provided by the bank has ranged from $1 million to $80 million.

    Represented PriceWaterhouseCoopers in connection with fulfillment of Federal Reserve Bank Requirements.

    Representation of a New York real estate developer, including preparation of mortgage and mezzanine non-consolidation opinion letter.

  • Bankruptcy

    Bankruptcy

    Representation of Pilots’ Union with respect to the Avianca’s Chapter 11 proceeding in the United States Bankruptcy Court for the Southern District of New York.

    Representation of The Moinian Group, a major New York real estate developer. Our services include preparation of mortgage and mezzanine non-consolidation option letters that were negotiated with, among others, Skadden Arps Slade Meagher & Flom, Fried Frank Harris Shriver & Jacobson, Proskauer Rose, Kronish Lieb, White and Case, Greenber Traurig, Shearman & Sterling, Paul, Hastings, Janofsky & Walker, Cadwalader, Wickersham & Taft LLP and Dechert Price & Rhodes, in connection with asset-based financing for the Moinian Group. The asset-based financing provided by the bank has ranged from $50 million to $180 million.

    Represented creditors including appliance company and chemical company with respect to disputed preferential transfers.

    Represented  tenant-creditor in involuntary bankruptcy proceeding and successfully bargained a $2.5 million settlement of its leasehold rights

  • Insider Trading

    Insider Trading

    Defended insider trading case for $6 million brought by the United States Securities and Exchange Commission against Mexican client alongside co-defendant’s counsel., Cravath Swaine & Moore, Milbank Tweed Hadley & McCloy, Squadron Ellenoff Plesent & Sheinfeld, and Hogan & Hartson.

    Represented foreign investor with respect to fulfillment of Securities and Exchange Act requirements for marketing of securities.

  • Intellectual Property

    Intellectual Property

    Representation of Abalone, S. A. a French corporation with respect to advice and protection of its United States trademark rights.

    Representation of a French client with respect to successful defense in the United States District Court for the Western District of Washington (State) of a “cyber squatting” action (i.e. illegal usurpation of trademark by use of Internet domain name).

    Litigated trademark and distribution dispute regarding U.S. manufacturers of children’s furniture resulting in argument before Second Circuit Court of Appeals.

    Representation of Argentine company in litigation concerning protection of patent and licensing rights.

  • Commercial Litigation

    Commercial Litigation

    Represented owner of leasehold interest in Flatotel on West 53rd Street in successful bid to obtain Court order that tenant be granted possession under the lease. Success obtained at the New York Supreme Court Appellate Division level. Case reported in the New York Law Journal.

    Represented a Cancun, Mexico hotel in defense of a $38 million foreclosure action in the United States District Court and the Second Circuit Court of Appeals, against Dewey Ballantine and Cleary Gottlieb.

    Litigation on behalf of South Americans corporate investors against beneficial owners of Bahamas bank who looted client’s funds.

    Extensive appellate work on behalf of U.S. and foreign clients in both the New York and Federal courts of appeal.

    Represented Aztar, Inc. the operator of Tropicana Hotel and Casino in Atlanta City, New Jersey in defense of multiple personal injury actions litigation against it in the New York Courts.

    Litigated on behalf of wrongfully terminated U.S. corporate food manufacturer resulting in successful recovery of $1.7 million.

    Represented Procuración National of the Republic of Argentina regarding vacatur of two, separate arbitration awards.

    Litigated on behalf of Argentine manufacturer of mattress-making equipment regarding failure to pay sales commissions.

    Litigation on behalf of Argentine individuals with respect to banking law resulting in argument before the Second Circuit Court of Appeals.

    Representation of Brazilian corporation in Federal and State courts regarding seizure of its assets by U.S. authorities.

    Litigation on behalf of Argentines concerning bond default by Republic of Argentina.

    $1.2 million Letter of Credit litigation on behalf Asian clothing manufacturers, resulting in appeal to the Court of Appeals for the Third Circuit.

    Successfully recovered damages in action on behalf of New York Mets world championship baseball team for television broadcast company and airline’s improper use of Mets likeness.

    Represented a Japanese manufacturer, and successfully litigated trademark and contractual violations against Fish & Richardson.

    Representation of a French individual and successful defense of litigation brought in the United States District Court for the Southern District of New York by an investment banking firm to recover a commission allegedly due as a result of attempted purchase of $600 million of Eurotunnel debt.

    $500,000 litigation on behalf of U.S. importer against Mexican corporation against Thacher Proffitt & Wood.

    Litigation in California on behalf of Argentine organization representing Argentine manufacturers of magnetic and optic devices.

    Represented Peruvian client with claims against Foreign Exchange traders for unauthorized trading.

    Litigated dispute between Argentinine Korean fishing fleet owners in New York with respect to bank fraud.

  • Commercial and Residential Real Estate

    Commercial and Residential Real Estate

    Represented Helmsley-Spear, Inc. a major New York City real estate developer and broker, with respect to commercial lease negotiations, draft management agreements and litigation.

    Represent The Moinian Group, a major New York City real estate developer with respect to re-financing transactions; mortgage financing; lease negotiations and mortgage non-consolidation opinion letters.

    Represented numerous Latin Americans and European individuals with respect to the purchase and sale of residential property in the United Stated, including (i)sale of $4 million townhouse on the Upper West Side; and (ii) purchase and refinance of $7.2 million condominium in the Trump World Tower; and (iii) purchase and sale of Park Avenue co-operative apartments.

    Represented Spanish hotel group with respect to its acquisition of two New York City hotels.

    Negotiated commercial lease for New York City printing company.

    Represented Spanish group purchasing luxury condominium apartments in New York City.

    Negotiated commercial lease for the Delegation of the European Commission to the United Nations.

    Negotiated real estate transactions on behalf of the Paraguayan Permanent Mission to the United Nations.

    Represented biodiesel fuel manufacturer with respect to commercial lease. Advised Spanish appliance company regarding various warehouse leases.

    Represented dissident co-op group with respect to disputed co-op elections.

    Represented co-operative corporation in Queens, New York.

    Negotiated sales of Mexican restaurant, high-end sandwich and pizza shop, Chinatown restaurant, and vegetarian Italian restaurant. Negotiated purchase of East Village bar and lounge, and commercial lease of Greenwich Village bar and restaurant.

  • Commercial Transactions

    Commercial Transactions (Franchises, Joint Ventures, etc.)

    Representation of Football Club Barcelona with respect to player’s contracts and other related issues.

    Negotiated master franchise agreement for Spanish company in the Kingdom of Spain to sell vitamin and health products of major U.S. Manufacturer, GNC.

    Negotiated U.S. company’s joint venture with Argentine housing developer while working with Argentine co-counsel, Marval O’Farrell & Mairal.

    Represented foreign shippers regarding Carriage of Goods Shipping Act.

    Representation of Spanish tennis academy entering into joint venture with Florida tennis group.

    Represent German manufacturer of pesticides with respect to U.S. and Latin American commercial transactions, and creditor bankruptcy actions.

    Represent wholesale milk dealer with respect to commercial transactions including sales and distribution agreements, and security agreements.

    Represented U.S. company which worked closely with State and Local governments regarding placement of unemployed workers.

    Counsel for U.S. based Spanish advertising and graphic design firm, and have represented same in litigation against White & Case, and Fulbright & Jaworski.

    Negotiated Shareholders Agreement between Spanish manufacturer and U.S. partner.

    Negotiated on behalf of Venezuelans participating in that country’s private telephone business.

    Negotiated license agreement on behalf of Spanish company with NY transportation company.

    Negotiated settlement of wrongful breach of distribution agreement in Spain by U.S. company against Cooley Godward.

    Represented importer of luxury cars against Port Authority and parties represented by Pavia & Harcourt.

    Representation of Argentine energy company with respect to fuel cell technology.

  • Not-for-Profit Organizations

    Not-for-Profit Organizations

    Representation of several not-for-profit corporations from organization to IRS approval to general counsel.

  • Tax Matters – Goldstein Jones LLP – Of Counsel

    Tax Matters – Goldstein Jones LLP – Of Counsel

    Negotiated an offer in compromise for a major corporation reducing the taxpayer's liability from over $8 million to under $4 million.

    Drafted short and long-term international assignment tax policies, workflow procedures and stakeholder tax resources for a significant and evolving global mobility program.

    Represented the CEO of a major insurance company on audit and reduced the taxpayer liability from over $12 million to under $3 million.

    Negotiated a voluntary disclosure agreement with the state of New York resulting in over $3 million in savings for a major financial institution.

    Represented a multinational bank in Tax Court to obtain a $1m income tax refund.

    Represented the Chief Operating Officer of a Nutrition and Healthcare Company in amending (and successfully defending upon audit) incorrect tax returns prepared by former service provider, thereby generating refunds of $500,000.

    Negotiated a settlement of a multimillion dollar New York State and New York City income tax withholding audit of a major multinational bank.

    Successfully negotiated a settlement of corporation income tax liability for a multinational retail corporation.

    Negotiated a voluntary disclosure agreement related to New York State sales and use taxes on behalf of a major publisher of professional books and reference materials.

    Successfully and discreetly resolved New York City personal income tax issues of the General Counsel of a multinational bank.

    Successfully and discreetly resolved New York State and New York City outstanding personal income tax issues of a well known television celebrity.

    Successfully and discreetly resolved New York State and City personal income tax issues of a major Hollywood actress.

    Advised a prominent United States Ambassador on personal income tax matters.

    Successfully and discreetly represented the Chief Operating Officer of a Dow Jones Industrial Component multinational corporation in a New York State and New York City personal income tax audit.

    Key advisor to a major shipping company in producing a cross-border restructuring of hundreds of millions of dollars of capital investment which enabled the company to expand its business into terminal operations and logistics services.

    Designed and implemented significant tax planning strategies for a multimillion dollar venture capital group resulting in tax savings in the millions for its owners.

    Served as the primary advisor to a multibillion dollar Japanese-owned investment company during the successful reorganization of its U.S. operations resulting in the avoidance of tens of millions of dollars of taxes on the transaction.

    Utilized selected tax strategies to obtain material state and local tax savings for a medical device manufacturer in multiple state tax jurisdictions.

    Guided many large clients through significant tax controversies with the IRS and state taxing authorities that eliminated or reduced tax and penalties in the tens of millions of dollars. Issues have included such matters as complex tax reorganization rules, evolving standards of penalty imposition, tribunal procedural problems and many others.

    Negotiated successful outcomes for clients with the IRS over major transfer pricing disputes, including cost-sharing arrangements, saving clients many millions of dollars.

    Provided advice to a foreign-owned pharmaceutical company that resulted in a tax-efficient organization for its international joint venture with a major U.S. partner involving the launch of a major new drug with investments by the parties of hundreds of millions of dollars.