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 a New York based merger-and-acquisition
consultant company, and, inter alai, 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
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 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, 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.
Representation
of another New York real estate developer, including preparation
of mortgage and mezzanine non-consolidation opinion letter.
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
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.
Tax
Matters
Assisted
international services consulting firm with the global restructuring
of their international operations, including expatriate
tax planning and the implementation of an offshore employee
leasing company.
Planned
and drafted tax memoranda for tax-free reorganization of
their Central American operations for purposes of Value-Added
Tax Planning.
Drafted
an appeals document and represented a client in dispute
negotiations with the International Revenue Service regarding
transfer pricing methods.
Developed,
drafted, marketed and implemented repatriation, financing,
monetization,export tax management, and other worldwide
tax management solutions for various multinational clients
with international operations.
Conducted
Earnings and Profit/Foreign Tax Credit study for multinational
logistics client.
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.
Successfully
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.
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.
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.
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 option
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.
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.
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.
Represent
German manufacturer of pesticides 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
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.
