COMMERCIAL AND CORPORATE
Compliance, governance, risk avoidance and litigation are facts of modern business. Our lawyers appreciate the need to guide clients to resolutions and outcomes that protect their businesses. Our team focuses on all aspects of commercial relationships. We are have successfully negotiated and litigated issues arising from Uniform Commercial Code, contracts, business torts, dissolutions, leveraged buyouts and other financial arrangements. In addition, our lawyers have significant experience handling cases unfair competition and other, antitrust, intellectual property, commercial real estate disputes (including commercial landlord tenant matters), shareholder and partnership disputes, employment disputes and covenants not to compete, creditors’ rights and wills and estate litigation.
We know that we have to understand our clients’ businesses in order to appropriately represent them and achieve success. We define success in partnership with our business clients. In structuring settlements, we look at the overall insurance, regulatory, and tax implications—both in the near-term and for the future. Our commitment to innovation and technology allows us to provide a distinct competitive advantage for our clients. We recognize the potentially crippling costs of discovery, particularly e-discovery, in major litigation and are committed to employing creative, cost-saving solutions that will maximize value to our clients without compromising excellence. While many firms have made a decision to create in-house operations with costly overhead from space, full-time staff, and benefits, we have created key vendor relationships that effectively act as if they are “in-house” but bear their own overhead. This way we effectively manage our client costs. We require efficiency, value, responsiveness, and quality of these vendors.
ALTERNATIVE DISPUTE RESOLUTION
When commercial disputes are resolved outside of a courtroom, our lawyers are there to work with clients on all aspects of alternative dispute resolution. We apply a broad spectrum of dispute resolution techniques including binding and non-binding, sponsored and non-sponsored arbitration; summary jury trials; structured mediation; and, early neutral evaluation.
We assist clients as advocates in ADR forums, as counselors in selecting ADR professionals. We apply processes geared favorably toward particular client needs, and we also act as arbitrators and mediators in specialized fields. Our lawyers have designed and implemented client-training programs on a variety of ADR topics at introductory and advanced levels. We are actively involved in ADR organizations, and our lawyers include arbitrators certified by those organizations.
ANTITRUST AND TRADE LITIGATION
Our lawyers represent commercial clients in private treble damage actions, matters involving monopolization, price discrimination, dealer termination, territorial restraints, price-related restraints and restrictive covenants. We aggressively prosecute and defend claims involving Lanham Act unfair competition claims and trademark infringement. We guide clients on the legality of business and distribution arrangements under antitrust and consumer protection laws.
The appellate outcome of commercial matters is equally important to the outcome of a trial or lower court proceeding. Appeals often have precedent setting significance with impact far beyond a single matter. Success at the appellate level requires different skills than those applied at trial. It is important to understand the appellate bench, and the perfection of the record.
Our lawyers’ analytical, writing, and oral advocacy skills are honed for success on appeal. Our lawyers have served as judicial law clerks to trial and appellate court judges, providing insight into the working of the priorities and decision-making of the bench.
Our Commercial and Corporate lawyers work closely with our Appellate Practice Group – teaming together to often parachute into matters handled by separate trial counsel. We are regularly sought in this regard to serve as appellate monitoring counsel during trial. Clients also engage us to write amicus curiae briefs, and to work with other trial counsel to ensure that commercial matters are properly postured for appeal.
BANKRUPTCY AND CREDITORS RIGHTS
Our lawyers regularly handle major bankruptcy and creditors’ rights representations for a wide range of national institutional and other clients in federal and state courts across the United States, including the traditional bankruptcy forums of the Southern District of New York and the District of Delaware. The team has represented debtors, creditors, committees and trustees in Chapter 11 cases. Our team has handled out-of-court workouts and financial restructurings of all types, including prepackaged Chapter 11 bankruptcy plans. We have substantial trial experience in nearly all types of creditors’ rights, Uniform Commercial Code, construction and other commercial litigation, including landlord-tenant matters, bank deposits and collections, bulk sales, enforcement of letters of credit, swaps, repos and other financial instruments, seizures of collateral, attachments, injunctions, mechanic’s liens, garnishments, levies and Miller Act claims. In addition to the steady flow of commercial loan and securities enforcement work, our team regularly defends major institutions in loan-related litigation, including mortgage and consumer finance class actions and all manner of lender liability cases. The team also has substantial experience in the collection of large judgments, particularly when it has required the institution of piercing the corporate veil, fraudulent conveyance, receivership and similar litigation. The firm regularly advises commercial, mortgage and consumer lenders on problem loans, portfolio sales and regulatory compliance issues both, inside and outside of bankruptcy. Our team boasts experience in the law of truth-in-lending, fair lending, fair housing, credit reporting, collection practices and other state and federal statutes and regulations affecting lenders.
CLASS ACTION DEFENSE
Achieving success in commercial class action matters requires strategy for early dismissal, defeating class certification, Rule 23(f) appeals of class certification decisions, and precluding plaintiffs’ expert witnesses. This strategy must work backwards from the desired result to be successful. We understand the constantly evolving standards for class certification. We have been able to convince parties and courts that certification must be denied. In this regard, we understand that class actions can often be favorably resolved with a comprehensive and irrevocable settlement. Often, carefully negotiated settlements of class actions are true “wins” in that they avoid years of litigation cost, uncertain risk and potential reputational harm. We also recognize the need for coordinated strategy against the setting of regulatory inquiry, government action, or criminal prosecutions.
COMMERCIAL LANDLORD/TENANT DISPUTES
Our lawyers are experienced in representing landlords in commercial leasing disputes. Commercial leases involve a unique and often complicated interplay between contract law, property law and business strategy. Disputes in commercial leases may trigger statutory obligations or may simply require the application of law. Landlords are faced with numerous difficult decisions regarding which remedy to pursue in correcting the situation when tenants refuse to pay rent or comply with the obligations in the lease.
In addition to our legal experience in commercial landlord/tenant disputes, our lawyers also have experience in the property management field. Understanding the business and economic issues facing landlords dealing with commercial leasing problems allows us to provide legal advice that makes good business sense.
Our Commercial and Corporate Practice Group lawyers who focus on commercial landlord/tenant disputes work closely with team members in our Construction Practice Group.
CONSTITUTIONAL LAW AND CIVIL RIGHTS
Our team has decades of combined experience handling state and federal constitutional claims and matters. We have achieved favorable results in matters involving freedom of speech, defamation, libel and slander, the right to court access, the right to be free from unreasonable searches and seizures, procedural and substantial due process, equal protection, and the right to bear arms. We have defended numerous government agencies, elected officials, police officers, corrections officers, and counties and local governments in civil rights suits in federal and state courts. We have successfully defended free speech claims, allegations of police misconduct, and municipal liability claims. We aggressively litigate a wide range of Second Amendment issues in federal and state courts. We are trial and appellate counsel to several national, statewide, and regional organizations devoted to the Second Amendment and shooting sports. We regularly advise and defend business clients on a wide range of issues relating to the sale, transfer, and possession of firearms. We have extensive experience handling the unique challenges presented by the complex, myriad laws found in state constitutions as well as local ordinances. Our capabilities range from cases involving state-specific human rights laws to the codes impacting project finance, development, and land use.
Our Commercial and Corporate Practice Group lawyers, who focus on constitutional law and civil rights, work closely with team members in our Municipal and Government Practice Group.
CORPORATE LITIGATION, SHAREHOLDER ACTION, DIRECTORS AND OFFICERS
We represent clients in litigation involving public and closely held corporations and corporate officers, directors and shareholders. This includes litigation involving management and corporate control issues, mergers and acquisitions, shareholder appraisal rights, contract disputes, employment agreements, covenants not to compete, financial transactions and insurance coverage disputes. We also represent partnerships, partners and sole proprietors in similar types of commercial litigation.
Whether stated as a shareholder suit, employment practices claim, or a fiduciary breach, we understand claims against directors and officers. We recognize the position of risk often times assumed by members of a corporation’s board, and we are prepared to undertake the careful and thoughtful representation necessary for a successful and satisfactory resolution. Our lawyers have represented management, as well as outside directors, in various cases involving challenges to public disclosures in connection with public offerings, derivative actions involving fiduciary duty claims and claims brought by regulators and rehabilitators.
Our Commercial and Corporate Practice Group lawyers who focus on corporate litigation, shareholder action, directors and officers work closely with team members in our Professional Liability Practice Group.
CORPORATE CRIMES LITIGATION AND FIDELITY BONDS
Claims by financial institutions and corporate bondholders require successful strategies when it comes to financial institution bonds, fidelity bonds and corporate dishonesty. Our experience includes computer fraud, employee dishonesty, embezzlement, account manipulation, fund misdirection, check kiting, Ponzi schemes, and improper wire transfers.
Our Commercial and Corporate Practice Group lawyers advise clients in developing pre-litigation policies and procedures. We counsel clients on implementing effective technologies to manage and dispose of data defensibly and consistently with emerging best practices. Our team also advises on preserving documents and data effectively where there is a duty to preserve. We work with clients to explain defensible disposal before a duty to preserve arises. Once a duty to preserve arises, we work hand-in-glove with clients on legal holds and their scope. Our managing partner, John Jablonski, is nationally recognized in this arena. He is the Editor of Arkfield’s Best Practices Guide for Legal Holds, and the former chair of the Defense Research Institute’s E-Discovery Committee.
EMPLOYMENT AND LABOR
As counsel for many businesses, we guide employers in employment structuring and documentation – with the goal of minimizing claims and litigation. We believe in well-crafted and designed employer/employee relationships that are memorialized in clear and fair employment agreements and other employment-related documents. We also counsel clients in connection with decisions related to disciplining and terminating employees. When an employee alleges of harassment or discrimination, we guard our clients’ interests. When disputes arise, we team with clients on a strategy that resolves the dispute before litigation ensues. However, we recognize that certain cases are especially difficult to resolve and must therefore be aggressively defended. We have a proven record of success in litigation and arbitration.
Our Commercial and Corporate Practice Group lawyers who focus on employment and labor issues work closely with team members in our Employment and Labor Practice Group.
Health care is one of the most complex, fastest growing and heavily regulated industries, requiring specialized legal counseling and representation. Our lawyers dedicate their time to understanding our clients’ business issues, while staying informed of the rapidly changing compliance and regulatory landscape. We provide state and federal regulatory advice, compliance counseling and health care litigation services to both institutional and individual clients. Our clients include academic and community hospitals, for-profit and not-for-profit health care systems, private practice physicians and physician organizations, nursing staffs, ambulatory care providers, nursing homes, home health care providers, professional medical societies and trade associations, medical staff organizations and allied health care providers.
Our lawyers have specialized health law experience with specific concentrations enabling them to provide client focused legal services in professional liability defense, credentialing & licensure matters and fraud investigations. We develop and implement regulatory compliance programs our clients need to comply with federal and state mandates. Our lawyers routinely present on various hot topics within the health care industry to clients, physician groups and medical societies.
We provides health care law services including counseling and representation on matters involving:
- Accountable Care Organizations
- Counsel to Professional Medical Societies
- Coding (ICD-10)
- Defense of fraud & abuse investigations
- Electronic Medical Records (EMR)
- HIPAA/HITECH compliance & enforcement matters
- Hospital general counsel representation
- Medical Staff counseling, quality and peer review
- Physician practice group business planning & transactional services
- Professional licensure & Board of Medical Examiners matters
- Professional liability defense
- Regulatory compliance programs
- Third party reimbursement
Our Commercial and Corporate Practice Group lawyers who focus on healthcare work closely with team members in our Professional Liability Practice Group.
The firm has represented businesses in a variety of proceedings seeking injunctive relief including restrictive covenants, letters of credit issues, protection of collateral, franchise terminations, public and private nuisance claims, and theft of trade secrets and other proprietary business information.
We solve complex insurance problems for businesses—be they litigation, transactional or regulatory. Our team has deep experience in coverage advice, litigation of “bet-the company” cases, policy formation and review, insurance program structure, reinsurance, regulatory issues, and transactional aspects of insurance, such as mergers and/or portfolio transfers.
In any multi-party/multi-claim/multi-insurer loss the roadmap to who pays first and next is often anything but clear. Clarity requires early assessment of all policies, additional insured endorsements, and contractual documents. Often a resolution is complicated by self-insured retentions, deductibles or solvency of the insured. Our lawyers have written seminal authorities on these issues. More importantly, they have been in the trenches advising clients on the nuance of when to litigate and when to negotiate these issues. We understand that no one wants surprises from coverage effecting or increasing the value of underlying claims.
With the evolution of technology and society, we have seen a drastic change in the movement of goods and resources between countries. It is against this backdrop that our experience has developed for insurance products related to business interruptions, including those related to supply chain for components and commodities.
Traditionally, companies have attempted to lower their risk or exposure of supply chain interruptions by procuring Business Interruption coverage or Contingent Business Interruption coverage (CBI). Business Interruption (BI) coverage is generally contingent upon actual physical damage to the commodity or cargo. CBI provides similar coverage to the extent the loss is caused by a covered peril. In light of the emerging global supply chain system, there is clearly a market for transferring the risk of financial losses that result from an interruption of the supply chain that do not result from physical loss. As a result, carriers have begun underwriting Trade Disruption coverage. Typically, Trade Disruption Insurance (TDI) provides coverage for economic damages that result from a disruption of the global supply chain. Having counsel that understands the interplay between BI, CBI and TDI is key to properly assessing vulnerability to an interruption in the global supply system and, in turn, properly transferring risk.
Our Commercial and Corporate Practice Group lawyers who focus on insurance issues work closely with team members in our Insurance Solutions Practice Group.
INTELLECTUAL PROPERTY LITIGATION
Today, intellectual property is often an organization’s greatest asset and includes inventions protected by patents, copyrights in works of authorship, trademarks that distinguish the source of goods and services, and trade secrets that provide an enterprise with a competitive edge. We have vast experience with trademark and advertising issues. We have keen understanding advertising offenses, such as unfair competition; copyright infringement; misappropriation of advertising ideas or style of doing business; and, Lanham Act claims. From securing patents, trademarks, and copyrights to IP licensing, we offer comprehensive advice on developing and protecting IP assets. When faced with intellectual property disputes, our litigators provide a business-focused approach to develop a sound and practical legal strategy.
We also have vast experience with advertising coverage issues. We have keen understanding of enumerated offenses and distinguishing the duty to defend versus duty to indemnify. In addition to understanding the coverage at issue, our team has intimate understanding of underlying advertising offenses. We also assess applicable exclusions such as breach of contract; intentional distribution of false materials; intellectual property; and, electronic communications.
NON-COMPETE, EMPLOYMENT AND TRADE SECRETS
Our lawyers assist employers in protecting their intellectual property, human capital, and important client relationships. We assist clients in both litigated matters and non-litigated resolutions. On the non-litigation front, we provide advice and counsel concerning the many factors associated with hiring and firing employees who possess confidential information or otherwise have restrictive covenants. We routinely prepare confidentiality, non-compete, non-solicit, pre-invention assignment, and equity-based compensation arrangements, along with policy manuals on information, ownership, and protection. With respect to litigation, we have experience in pursuing and opposing applications for injunctive relief.
Representing management, in union and non-union settings, our lawyers serve large international corporations, medium and small businesses, startups, entrepreneurs, not-for-profit corporations, and public sector entities. On a day-to-day basis, we provide guidance to human resource and business unit managers on the many different laws encompassing employees’ rights. Our goals are to help our clients create and maintain a positive human relations environment in their workplace through employee engagement and to support them in anticipating and preventing employment problems, as well as assisting them to resolve current issues. Should the need for litigation counsel arise, our team is prepared to handle a full range of labor and employment-related litigation matters, in all agencies and courts. Our lawyers are also seasoned advisors in the areas of collective bargaining, administration of collective bargaining agreements, and grievance and arbitration proceedings.
Our Commercial and Corporate Practice Group lawyers who focus on non-compete, employment and trade secrets work closely with team members in our Employment Practice Group.
RICO AND CONSUMER PROTECTION LITIGATION
Our lawyers handle treble damage cases for clients arising under the RICO statute, as well as class action lawsuits against businesses for violation of various state consumer protection laws in connection with the advertising and merchandising of their products and services.
REAL ESTATE AND TAX ASSESSMENT LITIGATION
Our lawyers have represented businesses in cases involving land use issues, including easements and condemnation, and have been involved in tax sale disputes with local governments, as well as disputes relating to the financing of real estate transactions. The firm also has a substantial practice representing both small and large businesses against municipalities, challenging real estate tax assessments on grounds of improper rates and ratios and improperly assessed valuations.
REPUTATIONAL HARM AND INTANGIBLE LOSS
From reputation and computer system interruption to disruptions of outsourced functions, reputational risks impact profit and expenses. Our lawyers know that these risks fall outside of traditional claims because the cause of loss is not a physical event and does not result in physical injury or damage to tangible property. Rather than focusing on physical buildings or inventory, this affects the real value of reputation, computer networks and intellectual property as a driver of revenue production and investment value.
We are experienced in adverse media coverage affecting revenue or sales. We have dealt with circumstances from data breach to key person disgrace and criminal activity of a supplier. It is important that counsel handling these matters appreciate the underlying business and the risk it seeks to ameliorate.
Our Commercial and Corporate Practice Group lawyers who focus on reputational harm and intangible loss work closely with team members in our Cyber, Technology and Social Media Practice Group.
We represent clients in litigation brought under state and federal securities laws. Our securities litigation practice ranges from litigation resulting from initial public offerings to shareholder disputes stemming from mergers and acquisitions and tender offers, as well as insurance coverage issues raised in these contexts. The firm also represents clients in securities class actions. Our lawyers have represented management, as well as outside directors, in various cases involving challenges to public disclosures in connection with public offerings, derivative actions involving fiduciary duty claims and claims brought by regulators and rehabilitators.
TRANSACTIONAL AND REGULATORY
Our lawyers have a broad range of legal experience in the financial, tax, and real estate issues associated with business formation, and with business merger, acquisition, and sale transactions. We also assist with succession and estate planning matters for owners of closely held business entities.
Our lawyers assist family-owned, small, medium size, and large businesses with business succession planning. We assist businesses with acquisition, merger, and sale. This includes dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location. Our lawyers help businesses plan growth and address governance. We understand that closing a business is a complicated process that requires knowledge of all steps required to be taken to successfully and completely wind-down the business. We are well versed in the requirements and can assist you with the dissolution in a way that will protect you, your credit and your reputation in the community.
Whether a matter involves regulatory filings and due diligence, market conduct investigations, or portfolio transfers, our team understands the need for excellence and credible communication in efficient resolution of corporate governance matters. We work proactively to keep an ongoing dialogue with regulators around the world, even when not engaged on a particular matter. It is our belief that this is an investment in the future resolution of issues for our clients. We advise and guide our clients on corporate governance. We have worked closely with clients to establish public and private financing, offshore structures, insurance-linked securities, etc. One of our lawyers is an editor of “Part V: Regulatory, Alternative Risk Transfers, and Other Recent Developments,” in the Reinsurance Professional’s Deskbook: A Practical Guide by Thomson Reuters. We have authored in the renowned New Appleman on Insurance with a chapter entitled “Mergers and Acquisitions Insurance.”