|•||Negotiated the purchase of a manufacturing plant by its Senior Vice President and obtained 100% financing from a major life insurance company. Twenty-five years later this company was sold for a multiple 9 figure cash buyout.
|•||Negotiated at least 5 different joint ventures/partnerships between start-up individuals and major east coast banks that did not have the know how to start a sub-prime national mortgage company or did not want to be publicly associated with a subprime lender. Each of the ventures were 100% financed by the bank and each operational agreement had a 3 to 7 year put and call option. In each instance, our client exercised his option and received a high 8 figure cash buy-out.
|•||Negotiated the work ethic equity buy-in of a senior executive into a supply company which twenty-five years later has evolved by other mergers and buy-outs into the second largest wholesale supply house in the industry in the tri-state area.|
|•||Negotiated the buy-out by a client of his sibling in a major wholesale construction supply house which has evolved into the largest independent construction supply house in this industry in the tri-state area.|
|•||Negotiated the work ethic equity buy-in of a senior executive into the largest international military supplier in this industry. This company sells its products worldwide.|
|•||Negotiated the buy-out of all minority co-shareholders by the largest wholesale and retail home food supplier on the east coast with the last buy-out being integrated with the client’s estate succession planning with his son.|
|•||Negotiated the purchase or start up of numerous factories for a manufacturing client throughout the United States and Canada coupled with necessary financing to enable the purchase or start up.|
|•||Planned and structured many minority joint ventures whereby our client provided the necessary business know-how and financing to a majority owned minority enterprise with 5 to 8 year put and call options. This enabled the start up minority enterprise to be awarded manufacturing contracts from large international companies with premium pricing and established exceptional goodwill for our client to obtain other multi-million dollar contracts from the large international companies.|
|•||Represented many professionals including physicians, dentists, certified public accountants and attorneys from start-up, operational agreements between/among partners/shareholders/members, employment contracts, buy-in and buy-out agreements retirement planning and estate planning/administration.|
|•||Negotiated the multi-million dollar sale of certain business assets and real estate of a local business to a multi-million dollar international food distribution and products company.|
|•||Represented many business clients in negotiating and closing of economic development financing from both state and county economic development authorities.|
|•||Represented hundreds of privately held business clients in the negotiation and closing of complex commercial and real estate loans from insurance companies, private placements, finance companies to commercial banks. The types of loans range from secured to unsecured and from term, accounts receivable, inventory to participation loans.
|•||Negotiated, drafted and finalized hundreds of exclusive requirement contracts in the sale of or purchase of clients products.|
|•||Negotiated, drafted and finalized hundreds of golden handcuff agreements for key employees of large privately held business clients including stock awards, phantom stock, stay and severance agreements.|
|•||Negotiated numerous bank workouts ranging from non bank alternatives and solutions to credit enhancement availability.|
|•||Represented numerous privately held businesses in the registration of federal trademarks.
|•||Successfully represented the Chief Executive Officer of a publicly held company in his claims under an employment agreement before the American Arbitration Association resulting in a $5 Million verdict in favor of the CEO including the post-trial appeals of the $5 Million award in the Court of Common Pleas and United States District Court and collection of the entire amount of the $5 Million award including attorney’s fees.|
|•||Successfully defended a local privately held company and its shareholders in the defense of a federal patent infringement case in which the plaintiff was represented by a large national law firm. The possible repercussions were treble damages and assessment of legal fees. After months of contentious litigation the clients of this office were paid a sizable 5 figure sum to legitimize the patent for the plaintiff.|
|•||Successfully defended the shareholders of a large sub-prime lender in personal litigation arising from back wages when the sub-prime lending market crash arose in 2008.
|•||Successfully defended the shareholders of a sub-prime mortgage lender from threatened criminal prosecution arising from the sub-prime mortgage debacle of 2008.|
|•||Successfully represented hundreds of business entities in the buy-out of a fired or disgruntled minority shareholder, partner or member.|
|•||Represented numerous senior executives in 7 figure severance packages after their respective involuntary employment termination immediately following a purchase of their respective employer.|
|•||Successful representation of the Chief Executive Officer of a publicly held company in his individual claims against the board of directors of the publicly held company.|
|•||Successful representation of former Director and Chairman of the Board of publicly held company in his claims for indemnification under the corporation’s by laws.|
|•||Successful representation of investors in an accounting malpractice action against one of the largest international accounting and financial consulting firms relating to a disqualified tax shelter.|
|•||Successfully represented an Executive of a publicly held company in her employment discrimination claims against an international publicly held company resulting in a substantial multiple six figure recovery.|
|•||Successful representation of numerous corporate entities in defense of a variety of employment discrimination claims including claims under Title VII of The Civil Rights Act.|
|•||Successful representation and defense of a local business against national origin and retaliatory discrimination claims filed by United States Equal Employment Opportunity Commission(EEOC) on behalf of a class of employees.|
|•||Successfully represented owners in litigation against a South Jersey Beach Condominium, its directors and cell phone carrier which resulted in a court ordered mandatory injunctive removal of the cell phone building and equipment and confidential settlement of all remaining issues.|
|•||Representation of numerous business clients in breach of contract actions.
|•||Represented numerous privately held business clients in the construction and/or acquisition of commercial real estate property for the expansion of their businesses including the negotiation of the terms of purchase, negotiation of financing, meeting closing requirements and the satisfaction of all environmental protection requirements.|
|•||Represented local businesses in acquisition of commercial properties from lien holders.
|•||Represented numerous developers in condominium conversion projects in Philadelphia and the surrounding counties including the purchase of real estate, preparation of development documents and financing of the project.|
|•||Represented clients in claims for specific performance and piercing the corporate veil related to the breach of an agreement of sale by a seller.|
|•||Represented property owners in obtaining required Riparian Rights License from the state of New Jersey for shore properties.|
|•||Represented numerous developers in converting apartments to condominiums.|
|•||Represented numerous developers in drafting condominium conversion documents Foreclosed or REO of properties.|
|•||Represented numerous clients in negotiation and drafting of commercial leases and the amendment, extension and termination thereof.|
This firm has represented hundreds, if not thousands, of clients with gross estates from $1,000,000 to $300,000,000 in their estate planning and administration in a joint effort to achieve the following goals of estate planning:
a.) welfare and security of the client during his/her lifetime and of the family after his/her death;
b.) the impact of estate and gift taxes on the passing of the property either on the death of the client or during his/her lifetime; and,
c.) the form and content of the various instruments which might be required to effectuate the estate plan including:
2. Living Wills/ Health Care Directives;
3. Power of Attorney;
4. Revocable Living Trust;
5. Testamentary Trusts including, Marital Trusts, Qualified Interest Property Trusts (Q-Tip), Non-Marital Trusts including Residuary/Unified Credit Trusts/Family Trusts and Generation –Skipping Transfer Tax Trusts (GTS);
6. Irrevocable Life Insurance Trusts (ILITs);
7. Family Limited Partnership Agreements (FLPs);
8. Limited liability Company Agreements ( LLCs);
9. Private Foundations;
10. Defective Grantor Trusts;
11. Personal Residence Trusts;
12. Private Annuities;
This firm has successfully litigated Orphans/Surrogate Court claims relating to Estate Administration and Trust Administration, including the successful removal of trustees for improper use of Trust assets and the successful non-removal of executives/trustees following litigation by disgruntled estate/trust beneficiaries.
This firm has drafted and administered hundreds of qualified retirement plans during the past 35 years from plans for professionals to union plans to government plans including: Money Purchase Pension Plans, Profit Sharing Plans and Defined Benefit Pension Plans.
Represented hundreds of privately held entities to address and provide tailored business services to their respective transactional tax planning needs and objectives including corporate tax free reorganizations, restructurings, mergers, consolidations, dissolutions, liquidations, acquisitions, spin- offs, split-offs and split-ups to meet the strict statutory and non-statutory tax free requirements.
Represented numerous clients in obtaining IRS private letter rulings and issuing comprehensive legal opinions to provide substantive answers to complex tax questions relevant to the best structure of a client’s purchase or sale of stock or assets, statutory merger or the creation of a new entity as an affiliate, subsidiary, joint venture or other strategic alliance.
Successfully represented numerous clients in tax controversies and tax contests in audits, appeals and U.S. Tax Court in such matters as: a) Offer in Compromise that settles the client’s tax liabilities for less than the full amount owed; b) Innocent Spouse Relief where it was unfair to hold a spouse liable for the understatement of tax when a joint return was filed ; c) managed many audits of qualified retirement plans to a “no change”; d) negotiated on behalf of clients settlement and payment plans of collection issues; and ,e) presented clients in tax shelter investigations and assessments;
Successful representation of investors in an accounting malpractice action against one of the largest international accounting firms and its partners relating to a disqualified tax shelter.
Planned, structured and established many charitable organizations organized under the state nonprofit organization laws within the strict parameters of IRC code Section 501 (c) (3) including all federal and state filing requirements.
Planned, structured or opined on many complex tax plans and issues including IRC 409A non-qualified employee benefit plans, tax qualified employee benefit plans, private annuities, Generation skipping Tax trusts, IRC 501 (c) (3) non-profit Foundations.
Issue comprehensive legal opinions on Internal Revenue code Subchapter F controlled Foreign Corporation Law when US Citizens and Resident Aliens or their spouses has an interest in an entity abroad and tax filings are required.