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Typical Matters Handled:
General Representation
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Represented various
businesses in such construction,
commercial printing, store fixtures
and electronic machine
manufacturing, providing a range of
business, advisory, financial,
contract and litigation services.
Acquisitions - Handled acquisitions
of various businesses, including
successfully arranging for a client
to acquire a distressed manufacturer
facing imminent bank foreclosure.
Lending - Represented clients in
numerous lending situations,
including the negotiation,
documentation and closing of
asset-based and other collateralized
bank loans.
Executive Employee Situations -
Successfully structured the
negotiation of key management
employees who left their employer
voluntarily. In each case, the
employee-client had minimal
bargaining power and could not
afford to go to court. Results
included obtaining favorable
severance terms, obtaining cash
payment of substantial stock
options, modification of stock
options (consistent with multiple
security law restrictions) to permit
exercise of options, modification of
non-competition covenant and
post-employment invention agreements
to allow employee to enter into
related business field.
Real
Estate - Handled acquisitions
and sales of important business
parcels, including raw land. Set up strategy to swap
large tract of severely,
environmentally-impacted, raw land
in exchange for developable
town-owned parcel. The strategy
required inventorying municipal
agencies and their board members,
identifying their respective
interests, and devising a proposal
designed to accommodate the multiple
interests involved.
Tax
- Prepared proposal to convert
client's sales force from employee
status to independent contractor
status. Conversion of sales force
was designed to result in: 1.)
improvement of client's bottom-line
performance 12-15% by avoidance of
tax withholding and other payments;
2.) avoidance of possible civil and
criminal penalties; 3.) avoidance of
multiple state qualifications to do
business; and 4.) avoidance of tort
liability for acts of sales force.
Litigation Planning - Represented
client to enforce high six-figure
claim on defaulted promissory note;
successfully planned litigation
strategy to pierce real estate trust
to hold both general partnership and
each individual partner liable for
the entire debt; analyzed
$100,000,000 real estate portfolio
and related creditor proceedings to
verify probability of collectability;
successfully opposed attempts in
partnership bankruptcy
reorganization to avoid inclusion
and liquidation of individual
partners' assets as part of bankrupt
estate to pay other general
creditors.
Negotiations - Handled numerous
matters where the key issue was to
locate points of leverage as a basis
for effective bargaining and dispute
resolution.
Contract Drafting
- Negotiated and
drafted highly tailored option
agreement documenting a contemplated
double tax-free exchange of three
industrial properties; reviewed
title, environmental and zoning
issues relating to one of these
properties in connection with the
successful move of a manufacturing
business between cities within
Massachusetts. |