Practice Overview
Advertising
Moses & Singer's clients include advertising agencies and related businesses such as commercial, television and film production firms, barter sales agencies and licensing and direct marketing organizations. We also represent television, radio and advertising agency executives, actors, writers, composers, musicians, and other creative people as well as literary and music publishers.
Our advertising group regularly reviews advertising copy for print, television, radio and internet advertisements and advises on compliance with federal and state laws and governmental agency regulations. We also counsel our clients on rules of non-governmental bodies such as the NAD and the standards and practices departments of the broadcast networks, right of privacy and publicity questions, trademark and copyright issues, and compliance with talent union contracts such as those of SAG and AFTRA.
In addition we counsel advertising agency clients on significant matters related to mergers, acquisitions, divestitures and financings.
Banking & Finance
Moses & Singer is nationally known for its experience in financing transactions. Representing financial institutions has been central to the firm's practice since its founding in 1919. Our attorneys have the breadth of experience essential to negotiate, structure, and document highly complex and varied transactions. To provide clients with effective and efficient representation, the banking practice also utilizes the services of virtually every area in the firm, including the bankruptcy, litigation, real estate, trusts and estates, and intellectual property practice groups. For a more comprehensive listing of the wide range of services that we provide to our financial institution clients, please read below.
Lending Transactions
Lending transactions are a principal focus of our banking practice. We are experienced in numerous types of transactions involving the vast array of assets borrowers use as collateral such as accounts receivable, inventory, equipment, real estate, commodities, securities and other investment property, partnership and limited liability company interests, commitments to contribute capital, intellectual property rights, and other intangibles. Our business clients frequently retain the firm when arranging for bank borrowings or other extensions of credit. As a result, our perspective encompasses the concerns of borrowers as well as those of lenders. The lending transactions that we regularly handle include bilateral and syndicated loans.
Syndicated Lending
The firm regularly represents major New York City banks acting as agents in syndicated loan transactions. Firm attorneys work closely with the agent in structuring, documenting, and implementing the transaction, which may be secured or unsecured and may involve letter of credit sub-facilities, swinglines, and multi-currency tranches as well as various pricing options.
Letters of Credit and Credit Support
Several major banks and other financial institutions regularly look to Moses & Singer in complex matters involving letters of credit, including litigation. The firm's clients are issuers of documentary, direct-pay, and standby letters of credit, as well as committed lines of credit, both to provide credit for commercial transactions and to provide credit support and liquidity for a variety of obligations, including IRBs, insurance obligations, asset securitizations, synthetic lease financings, and other structured financings. One of our partners is at the forefront of this area of banking law and was a leader in the recent revision of the Uniform Commercial Code's letter of credit provisions and the drafting of the International Standby Practices (rules for standby letters of credit).
Private Clients Lending
With experience representing both "high net worth" individuals, as well as banks focused on lending to such individuals and their families, we bring a valuable perspective to our representation of the "private clients" group for a number of our bank clients. This area includes not only bank lending to individuals and trusts, but also lending to partnerships and limited liability companies owning closely held businesses or engaged in the practice of a profession. We also have experience with equity swaps, derivatives, and other complex financial instruments and products that banks may provide to their private clients to enable them to diversify their assets, minimize risk, and obtain favorable income and estate tax consequences.
Real Estate Lending
Drawing upon the resources of our real estate practice group, we regularly represent banks and other financial institutions in real estate transactions. Moses & Singer has extensive experience in all aspects of construction and mortgage finance, as well as more focused areas such as economic development bonds, credit enhancement of tax exempt bonds, and collateralization of lease obligations. We have been retained in numerous financings for the hotel and casino industry, multi-family housing, office and mixed-use development projects, and REIT financings.
Intellectual Property Lending
Working together with the firm's nationally prominent intellectual property group, we are uniquely positioned to effectively represent lenders in transactions involving intellectual property and related intangibles. Moses & Singer has significant experience handling financing transactions involving collateral such as trademarks or patents, works of music, writing, or software protected under the federal Copyright Act.
Mezzanine and Venture Capital Financing
Moses & Singer represents lenders, including banks and their venture capital subsidiaries, in financing new or developing businesses and mergers and acquisitions. We also represent lending institutions in mezzanine financing transactions, leveraged buyouts, debtor-in-possession financings, recapitalizations, commercial paper programs, and other structured transactions. We are experienced with the equity participation features, including warrants, and high-yield subordinated debt that are common in these types of transactions.
International Transactions
Moses & Singer lawyers regularly represent lenders, borrowers, trustees, and other parties in cross-border transactions. We frequently address the complex requirements for multi-jurisdictional collateralization and credit support.
Asset Securitization
Our banking attorneys have participated on behalf of lenders and borrowers in the structuring and documentation of asset securitizations including credit card, car and commercial loan receivables.
Corporate Trustees
We counsel banks and trust companies serving as corporate trustees, escrow agents, and collateral agents in connection with the issuance, amendment, and exchange of corporate debt securities and other kinds of financing. Our bankruptcy and banking attorneys have represented indenture trustees and successor trustees in cases where the issuer has defaulted by bankruptcy filing or otherwise.
Derivatives
We are familiar with the structural, regulatory, documentation, and insolvency aspects of derivatives transactions. We regularly deal with a variety of swaps, collars, and similar transactions as part of our finance practice and are familiar with requirements of the master agreements used for these matters. Finally we were actively involved in several bankruptcy cases in which closeout netting and related derivatives issues were central.
Custody and Securities Transfers
Moses & Singer attorneys have extensive experience in the intricacies of securities transfers and pledges as well as in the preparation of broker-dealer clearance agreements, broker-dealer loans, the use of foreign subcustodians, safekeeping and procedural agreements relating to futures and options on futures, credit extensions to mutual funds, and tri-party agreements involving custody of pledged securities, including repo programs. The firm represents agent banks for syndicates extending multi-billion dollar safety-net credit lines and other credit facilities to clearing corporations in accordance with the mandates of government regulators, and has represented a major international bank in the sale of its custody and servicing business to a U.S. bank.
Restructuring and Bankruptcy
Moses & Singer attorneys have extensive experience in all aspects of restructuring and bankruptcy work, including representing official committees, DIP lenders, secured lenders, senior creditors, holders of subordinated debt, lessors, debtors, indenture trustees, and plan funders providing exit financing.
Business Reorganization, Bankruptcy and Creditors' Rights
Our Business Reorganization, Bankruptcy and Creditors' Rights practice is national in scope. Our attorneys have played significant roles in major corporate and partnership cases in Alabama, California, Delaware, Georgia, Illinois, Indiana, Massachusetts, Mississippi, New Jersey, Ohio, South Carolina and Virginia, as well as New York, involving industrial and manufacturing, financial, retail, media, technology, energy, transportation and real estate businesses.
We regularly represent creditors' committees, creditors, indenture trustees, lessors, licensors, and debtors in bankruptcy cases and related litigation and in out-of-court exchange offers and corporate restructurings. We have extensive experience in real estate workouts.
Our practice includes enforcement of creditors' rights and defense and prosecution of preference, fraudulent transfer, LBO, lender liability, discharge, environmental, and director fiduciary duty claims, as well as stay litigation concerning foreign and domestic arbitrations and foreclosure proceedings.
Our representations in insolvency cases also include corporate matters, such as debtor-in-possession financings, claims trading and acquisitions in bankruptcy.
Creditors' Committees
Moses & Singer frequently represents official and ad hoc creditor committees in bankruptcy proceedings. We also represent individual creditors appointed to official committees and indenture trustees for public debtholders, who frequently have or represent special or unique interests requiring protection.
The firm's attorneys have represented committees of unsecured creditors in the Chapter 11 cases of M. Fabrikant & Sons, Inc., one of the world's largest wholesale diamond manufacturer and distributor; Thaxton Group, Inc., a sub-prime lender; American Business Financial Systems Inc., a sub-prime mortgage lender; Waste Systems International, Inc., a diversified waste company owning landfills, transfer stations and routes; RFS Ecusta, Inc., a leading manufacturer of financial and cigarette papers; O'Brien Environmental Energy, Inc., an owner and developer of cogeneration power plants; Leasing Solutions, Inc., a major California-based lessor of computer equipment; Telemundo Group, Inc., a Spanish language TV network; Forum Group, Inc., a developer and operator of retirement and life care communities in the United States; Northway Associates Limited Partnership, a real estate developer; Towle Manufacturing, Inc., a silverware manufacturer; J.C. Boardman & Co., a silver giftware manufacturer; Spencer Shoe Company, a footwear manufacturer; Anglo Energy Ltd., a contract driller in Alaska, Canada and Western United States; and NuCorp Energy, an oil service company.
The firm has represented committee members with special interests in UPC Polska, McCrory Corporation, NVF Corporation, Homegold Financial, Orion Pictures Corp., Jamesway Stores, Lone Star Cement, The Lionel Corporation, Nova Vista Industries, Lomas Financial Corporation and The Western Company of North America cases.
Recovery Strategies
Our representations often involve very aggressive and creative litigation strategies to maximize our clients' recoveries.
In the M. Fabrikant & Sons case, the firm is currently representing the Official Creditors' Committee. After the firm developed potential fraudulent transfer and equitable subordination claims against the holders of secured debt, the Committee settled with the secured creditors on a plan that promises a base recovery plus funding to pursue director and officer litigation with substantial upside.
In the Thaxton Group case, the firm is pursuing substantive consolidation litigation and an adversary proceeding seeking to equitably subordinate and avoid the asserted senior secured claims of Thaxton's principal lender.
In RFS Ecusta Inc. and RFS US Inc., the firm represented the Official Creditors' Committee. We identified various claims against management and others to provide for a distribution to unsecured creditors in what otherwise would have been a no-asset case and negotiated a funding and sharing agreement with the principal secured creditor to fund the pursuit of such claims. The Committee forced a sale of the company, and, following the conversion of the cases to proceedings under Chapter 7, the firm was retained by the Chapter 7 trustee to pursue the claims that had been previously identified in the Chapter 11 proceedings. Litigations seeking in excess of $50 million are pending.
In Waste Systems International, Inc., the firm achieved a 67% cash recovery for general unsecured creditors in its representation of the Official Creditors' Committee. After the Committee identified a potential buyer for the debtor and rejected the Debtors' proposal for an all equity plan, the Debtors proposed a 40% cashout option to be funded by DDJ Capital Partners (the Debtors' largest creditor and largest shareholder). The Committee rejected the enhanced offer and the firm then commenced breach of fiduciary duty and related litigation, sought to subordinate certain of DDJ's claims, and moved to terminate exclusivity in order to file an "auction" plan. When the bankruptcy court announced it would grant the Committee's motion to terminate exclusivity, the Committee reached a settlement with the Debtors and DDJ on a 60% cash payout to creditors, which was to be subject to higher offers in an auction process. Thereafter, the Committee accepted a 67% "pre-emptive" cash offer from DDJ to settle the case.
In the Homegold Chapter 11 case, the firm negotiated an enhanced recovery of 250% of the face amount of claims for the debenture holders represented by the firm as part of an agreement on a consolidated reorganization plan for three affiliate debtors.
In Leasing Solutions, the firm represented the Creditors' Committee in a case where virtually all assets had been pledged to various secured creditors. The plan we negotiated preserved certain litigation claims for unsecured creditors. We are currently representing the estate administrator in fraud litigation against GECC arising from its participation in a transaction that was documented as an asset sale but treated by GECC as a loan.
The firm successfully represented the Creditors' Committee in O'Brien Environmental Energy, Inc., a developer and operator of co-generation facilities, in its case in Newark, New Jersey. At the time of the firm's retention, O'Brien's public debt was trading in the 30's. The firm's efforts resulted in the company's abandonment of an unsatisfactory consent solicitation, the retention of crisis management, the ouster of the controlling shareholder from management, an auction for the sale or reorganization of the company and the solicitation of votes on two competing plans. As a result of that process, a plan sponsored by NRG Energy, a subsidiary of Northern States Power, was confirmed, providing for creditors to be paid 100% of claims plus post-petition interest. The O'Brien case won the Turnaround Management Association's 1996 Award for best large company turnaround.
The firm represented a committee representing the holders of two issues of subordinated debentures in the Telemundo Group case, involving one of the two Spanish language television networks in the United States. As a result of the firm's filing of an involuntary petition and the commencement of three litigations against Apollo Advisors and others challenging the seniority of their claims, a settlement agreement was negotiated resolving intercreditor disputes. The debentures represented by the firm were trading at 16 when the firm was retained. They were trading near or at par by the plan confirmation date.
The firm obtained an $11 million settlement of a $30 million claim against Salomon Brothers on breach of fiduciary duty and related claims pending in both state and federal courts in Illinois arising from the leveraged buyout of Envirodyne Industries, Inc. and its subsequent bankruptcy. The firm represented the sole creditor of Emerald Acquisition, the holding company for Envirodyne. Subordinated creditors of Envirodyne, who were structurally senior to our client, received no recovery.
In the first Lomas Financial case, the firm represented the interests of holders of subordinated debentures on the Creditors Committee. The firm's efforts resulted in a highly favorable settlement for debentureholders generally. The firm then commenced litigation to establish the seniority of the debenture issues we represented over other subordinated debentures, which had been considered to be pari passu. We obtained an enhanced recovery of 52% for the firm's clients. In the second Lomas Financial case, the firm represented the indenture trustee for noteholders which served as a member of the Creditors Committee. The firm represented the indenture trustee in asserting various claims relating to intercompany transfers between LMUSA and LFC.
The firm represented the Creditors Committee in the Chapter 11 case of Forum Group, an Indiana based developer of retirement and elder care facilities. In the course of the firm's 14-month representation, the firm blocked a management-proposed disposition of the Company, ousted senior management, and negotiated a plan with the secured bank lenders, which the Company, in settlement of a trustee motion filed by the firm, agreed to sponsor during its exclusivity period. Members of the Creditors Committee took control of the Company upon confirmation of the plan. The firm subsequently represented the directors of Forum in a takeover battle between the Pritzker family and an investor group including Apollo Advisors, resulting in a $137 million recapitalization of Forum.
The firm successfully represented the interests of subordinated debentureholders in the first Jamesway Chapter 11 case, obtaining a substantial recovery for holders that would not have been available had the absolute priority rule been applied. The firm also represented the original holders, and the indenture trustee for holders, of $75 million of secured notes in the Belle Casinos case in Biloxi, Mississippi which has broken new ground on several issues of finance in the gaming industry. The Fifth Circuit Court of Appeals ultimately upheld the validity of ship mortgages on stationary, landlocked "floating" casinos, a position the firm had advocated in the Belle Casinos case.
In Lone Star Industries, the firm represented a bank holding $40 million of claims against Lone Star and one of its subsidiaries. As a member of the Creditors Committee the firm persuaded the Debtor to abandon its original plans for substantive consolidation and negotiated an enhanced recovery for creditors holding claims against subsidiaries. The firm was awarded legal fees by the Court by reason of its substantial contribution to the case.
Insolvency Litigation
Moses & Singer's bankruptcy, finance and litigation attorneys regularly represent clients, including directors, shareholders and creditors, in the defense of bankruptcy litigation, including LBO fraudulent transfer, preference and "lender liability" claims.
We are currently representing three west coast municipalities in the defense of actions by Enron seeking to recover hundreds of millions of dollars with respect to long-term power supply agreements. We are also representing JPMorgan Chase in actions to recover hundreds of millions of dollars wrongfully drawn by letter of credit beneficiaries when Enron's NEPCO subsidiary failed.
In early 2000, we successfully represented the principal selling shareholders in settling threatened fraudulent transfer claims of $30 million arising from the insolvency of ATC Group Inc. shortly after its leveraged buyout by Weiss Peck & Greer. As a result of our challenges to the confirmation of ATC Group's proposed reorganization plan, our clients were able to settle for the projected costs of defense.
In October 1998, the firm, as special counsel to the Board of Directors of Phoenix Information Systems Inc., a Chapter 11 debtor in possession in a case in Delaware, obtained releases of the directors from all potential claims by the Debtor, its creditors and its shareholders for alleged breaches of the federal securities laws and fiduciary duties of directors.
In June 1997, after a six-week trial, the firm obtained a jury verdict dismissing $240 million of claims asserted by the bankruptcy trustee in the Healthco International, Inc. case in Worcester, Massachusetts. Our clients included a director and a substantial shareholder of Healthco who were sued for breach of fiduciary duty and unjust enrichment in connection with the 1991 leveraged buy out of Healthco, which was followed, two years later, by Healthco's bankruptcy and liquidation. The jury verdict frustrated the efforts of the bankruptcy trustee and the U.S. Bankruptcy Judge to expand the duties of directors toward creditors in connection with an LBO.
In the American Banknote case, we represented the National Bank of Lithuania in litigation concerning the effect of the automatic stay on a pending international arbitration.
In the Enron case, we are representing western municipal and county utilities opposing Enron's attempt to collect hundreds of millions of dollars of termination payments.
The firm is experienced in successfully representing financial institutions in complex lender liability litigation, such as in the Crothers McCall, Hunt Brothers, Brasswell Shipyards and Belle Casinos cases in New York, Texas, South Carolina and Mississippi, respectively.
Debtors
Our attorneys have represented numerous debtors in possession, including: York Research Corp., a developer of co-generation facilities; Gulf States Steel, Inc. of Alabama, an integrated steel mill producing sheet and plate products; Oneita Industries Inc., a manufacturer of activewear and infantswear located in Alabama; Cook United, Inc., the operator of a chain of retail department stores located principally in the Midwest; Craddock-Terry Shoe Corporation, a catalogue retailer and shoe manufacturer located in Virginia; Automotive Industries, Inc., a public company operating a chain of retail stores selling tires and other automotive replacement parts located in Georgia; Rooney Pace Group, Inc., the holding company of a securities brokerage firm; Term Industries, Inc., a lessor of automobiles, medical and other equipment; Coin Phones, Inc., a private payphone company; LBS Communications, Inc., a television syndication company; Beltran Corporation, a food processor and distributor; Seatrain Lines, Inc., a container shipper; Summergrade Corporation, a manufacturer of pillows, comforters and related products; Alithochrome, a commercial printer; and Wally Findlay Galleries, a New York art gallery.
The firm has represented various real estate limited partnerships as debtors in New York, Texas, Florida and Tennessee and also individual debtors in significant Chapter 11 cases as well as partners in insolvent partnerships.
The firm has also represented the debtors York Research Corp. and Warbasse-Cogeneration Technologies Partnership, L.P., both developers of cogeneration projects, in defending involuntary proceedings contesting the bankruptcy filing. In each case, the parties reached an agreement on a restructuring, in one case leading to confirmation of a reorganization plan and in the other, the dismissal of the case.
Real Estate Workouts
Commercial Real Estate: The firm regularly advises major banks and other financial institutions in loan workouts and restructurings of commercial properties. This has included matters such as restructuring a $120,000,000 loan secured by older office buildings in lower Manhattan, workouts of several commercial real estate loans in the New York area, and workouts and restructurings of secured office building and condominium loans in New York and New Jersey. Moses & Singer's attorneys have represented bank clients in workouts and restructuring of properties in other states, including California, Florida, Georgia, Kentucky, Louisiana and Missouri.
Construction Loans: Moses & Singer has represented banks in workouts and restructurings of construction loans, including restructuring a $20,000,000 acquisition and construction loan for a Nassau County, New York office building; a $46,000,000 acquisition and construction loan for a townhouse development in Nassau County, New York; a $60,000,000 financing in connection with cost overruns in a mixed use office and hotel project in New York City; a $25,000,000 construction loan for condominium units in New York City; and an $11,500,000 shopping center construction loan.
Corporate, Securities and M&A
Our Corporate, Securities and M&A practice brings a practical, result-oriented focus to the practice of law. Our practice is scalable, and Moses & Singer represents companies of all sizes, ranging from large public companies to closely held family businesses, and from start-ups to mature businesses. We counsel clients on an array of corporate, securities and commercial matters, including those related to daily operating issues as well as more complex and tax-driven transactions requiring specialized services. Our transactional practice spans the spectrum, from start-up financing through IPOs, credit facilities and more individual and esoteric industry-specific financing, mergers, acquisitions and divestitures, both domestic and cross-border, intergenerational transfers and commercial transactions of all types. Our transactional lawyers draw upon all of the firm's other practice areas to deliver a seamless approach to help our clients achieve their objectives.
Corporate Finance
Moses & Singer is experienced in all forms of capital markets transactions, including venture capital, mezzanine and second lien financing, public offerings and private placements, leveraged buyouts, project and structured finance and recapitalizations. We have represented issuers, investors, funds and underwriters in these matters. Our experience representing clients in a diverse range of industries and on all sides of these transactions facilitates the financing process and helps us to bridge gaps and achieve results.
Mergers and Acquisitions
We have represented domestic and foreign entities in negotiating and structuring a wide variety of domestic and cross-border financial and strategic M&A and divestiture transactions. We assist our clients structuring, negotiating and consummating the transaction. Moses & Singer brings to the table not only legal experience but also insight into what the other parties to a transaction may require to conclude deals. Our team approach brings all areas of the firm's abilities to bear for our clients. Our emphasis is on getting the deal done for our client by overcoming obstacles, rather than creating them.
Employment & Labor
The executives and workforce of a business, and the knowledge base they bring to or access at their workplace, are often a business's most valuable assets. The ability to avoid, or successfully and expeditiously resolve, disputes with employees, and unfair competition by former employees, is critical to maximizing the value of any business. For these reasons, the ability of a business to protect its intellectual capital is vital to its success and is often required by potential lenders and investors as a pre-condition to any investment. Similarly, executives planning a change in employment require critical advice in negotiating the most favorable new agreements and avoiding termination disputes with present or former employers.
Moses & Singer LLP represents employers, executives, lenders and business purchasers in all aspects of employment and labor matters including:
- Pre-hiring negotiations;
- Advice on workplace issues such as employment conditions, benefit plans and ERISA compliance, discrimination, privacy, healthcare and health and safety issues;
- Assistance with terminations and termination benefit claims;
- Protection of rights after termination involving non-compete and non-disclosure obligations;
- Due diligence with respect to all of the foregoing.
We help our clients achieve their goals of preventing or resolving (as the case may be) employment-related disputes. But if litigation becomes necessary, we advocate for our clients in virtually any employment-related claim that may arise. Our Employment and Labor Practice draws upon the experience and knowledge of our litigation, corporate, finance, intellectual property, privacy, healthcare and ERISA practitioners to ensure that our clients receive comprehensive representation in all aspects of employment issues.
Our principal Employment practice areas include:
- Employment and Independent Contractor Agreements
- Rights and Obligations Affecting Employment
- Non-Compete, Non-Disclosure and Protection of Intellectual Property
- Termination of Employment and Related Discrimination and Other Claims
Employment and Independent Contractor Agreements
It is important to parties beginning an employment or similar relationship to have agreements that properly address and clearly resolve key issues (including compensation, benefits, protection of intellectual property, conditions of termination, non-compete and non-solicitation duties). Properly drafted agreements help avoid unnecessary disputes and disruption both during and after the relationship.
- Moses & Singer LLP advises on all aspects of employment, consulting or work-for-hire agreements, including protection of intellectual property, trade secrets, know-how, and customer and supplier relationships though protective agreements and other appropriate procedures and policies.
Rights and Obligations Affecting Employment
Every employer desires a dispute-free workplace. Minimizing disputes requires an understanding of employer and employees' rights in such areas as illegal harassment and discrimination, benefits plans and ERISA, permissible discipline, privacy and health and safety. Moses & Singer assists clients to comply with laws and regulations governing the workplace and employment relations. We also represent clients in litigation and regulatory investigations relating to:
- Discrimination and Harassment - Consultation on Title VII, Americans with Disabilities Act, Age Discrimination in Employment Act, and other statutes, and development and implementation of practices and of procedures to avoid employer liability.
- Conditions of Employment - Consultation under Family and Medical Leave Act, Fair Labor Standards Act, HIPAA, New York State Labor Law and other statutes pertaining to working conditions, including development and review of employee manuals and establishment of compliance policies.
- Employee Benefits - Representation on tax, labor, corporate and securities issues pertaining to executive compensation, acquisitions, and employee benefit plans, including ERISA-qualified plans and healthcare matters.
- OSHA and related Matters - Advice on health and safety issues, including compliance with the Occupational Safety and Health Act (OSHA), the establishment of workable safety programs, and compliance with employee "right to know" statutes.
Non-Compete, Non-Disclosure and Protection of Intellectual Property
The protection of intellectual property, trade secrets, business "know-how" and customer and supplier relationships from misappropriation or misuse by present or former employees is a key concern of virtually every business. Similarly, executives pursuing new opportunities (and their prospective new employers or partners) are vitally interested in using their intellectual capital in new ventures without subjecting themselves to claims by former employers, partners or associates. Representation in this area is a major focus of the work of our firm, which has a national practice and an international reputation in the fields of non-competition agreements, and the protection of intellectual property and trade secrets. We protect our clients' vital interests and assets affected by:
- Restrictive covenants, non-competition covenants, trade secrets and confidentiality obligations, and employees' duties of loyalty.
- Alleged or actual criminal or other improper activity, diverted corporate opportunities, breaches of fiduciary duties under agreements or imposed by law, and damage caused or threatened by employees.
- Employee raiding.
- Interests in intellectual property.
Termination of Employment and Discrimination Claims
The poorly planned or executed termination of employment brings with it unnecessary dangers of disputes and litigation. Moses & Singer provides counsel to avoid such disputes and advocates for its clients in any forum (whether federal or state courts, mediation or arbitration) in termination disputes and discrimination claims, from inception through resolution. We represent clients in connection with:
- Matters under Title VII, the New York Executive Law, the Family and Medical Leave Act, and other discrimination claims .
- Claims arising out of group and non-group terminations , including the WARN Act.
- Non-discrimination employment termination claims, including defamation, violation of employee handbook provisions, breach of express and implied employment contract, failure to pay wages, bonuses or benefits and unemployment insurance claims.
- Arbitrations concerning broker terminations before the NASD.
Entertainment Law
Moses & Singer's nationally recognized practice in the field of entertainment law has played a key role in landmark litigation and in legislative efforts that are shaping the law on intellectual property and creative works. We advise companies of all sizes and individuals in the television and motion picture industries, in book, periodical and music publishing, the recording industry, electronic media, and the performing arts.
Many companies that create, license or use intellectual property rely on Moses & Singer's in-depth experience in this area of law. We bring a high degree of judgment and sophistication to bear on the complex legal and business issues continually facing such companies. In addition, we have substantial experience in negotiating and structuring transactions for the development, purchase, and sale, and licensing of all kinds of intellectual property, including literary works, music, audiovisual works, works of art and computer software.
We also regularly counsel clients on related issues that frequently arise in connection with the exploitation of intellectual property, such as the right of publicity, right of privacy, defamation and misappropriation. Moses & Singer has advised clients in structuring and negotiating joint ventures and other contractual arrangements with internet access providers and web site developers and has represented clients in the establishment and development of interactive marketing businesses and licensing of intellectual property for exploitation in the interactive and on-line areas. We have substantial experience in handling financial transactions in which the collateral comprises assets such as a trademark or a patent, or a work of music, writing, or software protected under the federal Copyright Act. This is a gray area of federal and state law that requires experience and practical judgment.
Moses & Singer safeguards clients' interests through litigation and alternative dispute resolution when other strategies do not succeed. We have broad experience in matters that develop in the television, home video, publishing, and motion picture industries and represent production and television distribution companies, writers, producers, and talent.
Securities Law
Moses & Singer handles a wide range of securities law matters. Our firm advises clients on legal issues involving the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act, the Investment Advisers Act and the Trust Indenture Act, as well as issues under various state laws and the rules of securities exchanges and SROs. The firm is widely recognized for expertise in securities transfer, custody and pledge arrangements, typically in connection with financing matters.
Executive Compensation/Shareholder Arrangements
Moses & Singer helps companies design and implement executive compensation plans, including stock option plans, deferred compensation plans, phantom stock plans, qualified and non-qualified plans, ESOPs and other employee plans. The firm advises companies and senior executives with respect to entering into or terminating employment agreements and in dealing with internal corporate policies and problems. We also have extensive experience in dealing with shareholder issues, including those involved in starting a business, those which arise when shareholders disagree, and those involved in passing a business on to the next generation. Our team approach provides integrated advice in these areas as well.
Healthcare
The continual influx of new laws and regulations and the rapidly changing healthcare environment present ongoing challenges for participants in the healthcare industry. Meeting the demands of this dynamic environment requires in-depth knowledge of complex legal issues as well as an understanding of our clients' business objectives. Moses & Singer's philosophy, in the representation of health industry clients, is one in which we pay attention to the needs of our clients, inform them of the boundaries of applicable regulations and develop comprehensive solutions so the clients' business needs are fulfilled in the most cost-effective and timely manner. Moses & Singer distinguishes itself from other health law practices through its responsive legal services, the business acumen of our attorneys and our ability to develop creative solutions to sophisticated legal problems. The attorneys in our healthcare practice group bring a unique perspective to the practice of healthcare law and the majority have previously held in-house positions in the legal departments of health care organizations or governmental agencies that address health issues.
Moses & Singer attorneys have extensive experience working with managed care organizations, not-for-profit healthcare systems, hospitals, academic medical centers, integrated delivery systems and physician practices that range from individual physicians to large, multi-specialty group practices and clinics. The Firm also represents IPAs, ancillary providers (including laboratories, pharmaceutical, radiology and others), physician and dental practice management companies, e-health companies, government entities, long-term and home health care entities, hospices and other forms of alternative delivery systems.
In order to provide healthcare clients with comprehensive counsel in a broad spectrum of matters, we frequently draw upon the expertise of Firm attorneys in other areas of practice including corporate, tax, litigation, bankruptcy, intellectual property and real estate. Moses & Singer has a broad-based healthcare practice, ranging from advising clients in transactional and regulatory matters to organizing a start-up venture or working closely with our clients to ensure compliance with health care anti-fraud, labor, OSHA, environmental, and other regulatory matters. Moses & Singer attorneys actively assist healthcare industry clients in preparing healthcare provider, financing, employment, and government contracts and we have assisted our clients in designing and implementing internal corporate compliance programs.
At Moses & Singer, our clients receive the first-class service and resources of a large law firm while maintaining the attentive relationships of a small firm. Partners work one-on-one with clients to ensure that all of their legal needs are met. In a highly competitive marketplace, Moses & Singer delivers cost-efficient service; by leveraging the experience we bring to projects, we are able to provide focused, high quality work at rates significantly lower than larger firms.
Managed Care
Moses & Singer's healthcare attorneys provide a wide range of services related to managed care arrangements. Our healthcare attorneys also represent organizations licensed to assume risk in the managed care context such as staff, group, and network model HMOs, Independent Practice Associations, Management Service Organizations, Physician Hospital Organizations, multi-specialty group practices, provider networks, and federal and state government programs. Our attorneys have broad expertise in structuring and negotiating related transactions for such organizations ranging from provider contracting with or for managed care entities to complex risk sharing arrangements.
Our familiarity with federal and state laws and regulations allows us to assist these entities in areas that range from counseling on fraud and abuse and self-referral issues to utilization review, and grievance and appeal issues. We regularly assist our clients in negotiations with regulatory agencies which oversee and have approval authority over transactions among these entities. Moses & Singer attorneys also have expertise with issues particular to Medicaid managed care and to Medicare + Choice, including the full range of contracting issues involving government regulatory agencies.
Institutional Providers
Moses & Singer serves as counsel for not-for-profit health care systems, academic medical centers, governmental health care providers and proprietary health care companies. We regularly provide advice on the legal, regulatory and corporate issues that arise from the various state and federal laws applicable to such entities. Our involvement extends from the revision of corporate and medical staff bylaws to enhance governance and efficiency, to the representation of academic medical centers with respect to such wide-ranging issues as informed consent, privacy issues, human subject research compliance and sponsored research agreements and grant administration in the research context.
Moses & Singer attorneys regularly assist clients in transactional matters including the creation and restructuring of healthcare corporations such as limited liability companies (LLCs), independent practice association (IPAs), and physician hospital organizations (PHOs), transitioning from not-for-profit to for-profit status, and transactions between entities such as mergers, acquisitions & divestitures of companies or partnership interests.
Our regulatory experience in the healthcare industry has enabled us to counsel our clients on a wide array of issues faced by institutional providers. Moses & Singer attorneys have counseled institutional providers such as hospitals, large mental healthcare organizations and New York City agencies on all aspects of Medicaid and Medicare reimbursement issues, federal and state regulatory requirements relating to the operation of programs to treat mentally ill, developmentally disabled or chemically dependent patients. Moses & Singer represents clients before state certificate of need authorities and before federal and state regulatory agencies on a wide spectrum of regulatory matters.
Fraud and Abuse
With increased government scrutiny of all healthcare arrangements to determine if they violate state or federal laws, healthcare organizations must be diligent in structuring and maintaining such arrangements. Our attorneys address this rapidly changing area of the law on a daily basis and are able to keep our clients abreast of changes that affect their operations and transactions. Our extensive knowledge of self-referral laws and regulations as well as federal and state anti-kickback provisions and related fraud requirements allows us to counsel our clients on all aspects of compliance. Our counsel includes structuring complex transactions in compliance with such requirements, structuring internal compliance programs, and assisting clients in qui tam actions, and advising on issues in the context of the False Claims Act.
Healthcare Privacy
Moses & Singer's healthcare practice has long been at the forefront of medical records privacy law. As part of our healthcare practice, we advise large healthcare entities, including e-health companies, providers, insurers, hospitals and academic medical centers. We advise these entities on state and federal privacy laws related to the transfer of identifiable health information, the provision of healthcare, research (including human subject research) and the complex privacy issues that insurers and employers face with regard to sensitive information held by them.
Attorneys in Moses & Singer's healthcare practice are nationally recognized for their focus on HIPAA Privacy Rules, having written and lectured on all facets of this particular law. We advise and assist our clients in performing audits of their privacy practices and in the development and implementation of their HIPAA Privacy Rule compliance plans. In addition, we have drafted a complete set of HIPAA Privacy Rule-compliant policies and procedures that are used by entities across the nation. The healthcare attorneys at Moses & Singer provide assistance to clients on all elements of the federal and state privacy laws, including issues related to drafting and customizing HIPAA Privacy Rule- compliant policies and procedures; identifying a client's business associates and negotiating business associate agreements; and drafting required authorization forms.
We also counsel clients on the interaction among the HIPAA Privacy Rule and other state, federal and international laws including state privacy laws and preemption issues regarding state law versus the HIPAA Privacy Rule, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act, federal law regarding the protection of human research subjects; and the European Union's Data Protection Directive and Safe Harbor provisions.
Compliance
Moses & Singer attorneys understand that the purpose of compliance activities is to prevent, distinguish, and resolve conduct that does not comply with established regulatory requirements, or ethical or business policies. Our attorneys have developed compliance programs for healthcare entities of all sizes in order to address specialized issues regarding fraud and abuse, research, and recommended guidelines issued by the Inspector General of the U.S. Department of Health and Human Services.
We have extensive experience in formulating and building compliance programs in order to comply with state and federal laws, and internal ethics or code of conduct policies.
Services that Moses & Singer provide include drafting compliance plans, policies, procedures, and employee and management manuals. We also provide training, ongoing reviews and guidance addressing areas of noncompliance and corrective measures, and advice regarding compliance communication, such as reporting mailboxes, telephone or intra/internet helplines, and procedures to process anonymous reports.
Moses & Singer attorneys also assist clients with government investigations, enforcement actions, and inquiries by investigators or attorneys, and in response to litigation.
Pharmaceutical Industry
Moses & Singer has an in-depth knowledge of the many complicated issues that face today's pharmaceutical companies in the manufacture, marketing, and protection of products, as well as the issues faced by pharmaceutical entities in complying with the web of regulations and compliance guidelines applicable to them.
Attorneys at Moses & Singer have written and lectured frequently on research issues, including the effects of the HIPAA regulations, the interplay between HIPAA, FDA regulations and the Common Rule, and the role of IRBs in research compliance. Our attorneys advise clients on ongoing compliance with these issues, and possess the necessary expertise to assist in keeping pharmaceutical companies current in their understanding of the ever-changing legal landscape. Additionally, Moses & Singer attorneys help pharmaceutical companies develop clinical trials, and advise on issues related to research contracting and intellectual property.
Moses & Singer has also worked closely with various healthcare entities in developing compliance programs in order to comply with Compliance Program Guidance issued by the Office of Inspector general of the U.S. Department of Health and Human Services (OIG). Our attorneys have performed recommended risk analysis and developed strategies for corrective action, including the formulation and drafting of compliance plans, policies, procedures and training materials that comply with OIG recommendations.
Long-Term and Home Health Care
Moses & Singer attorneys have advised clients on a range of regulatory, transactional and real estate issues related to long-term care, home health, hospice and post-acute care. We counsel clients on Medicaid, Medicare and third-party reimbursement issues in this context, and on certificate of need requirements for such entities. Our transactional expertise includes, for example, structuring complex risk-sharing arrangements between payors and post-acute care facilities and transfer of ownership of long-term care facilities. Our regulatory experience includes providing advice to our clients on compliance with federal and state fraud and abuse laws as well as issues related to oversight by state regulatory agencies.
Other Areas
In addition, working with other departments within Moses & Singer, we can provide our clients with in-depth experience in the following areas: Litigation, Bankruptcy, Intellectual Property, Tax and ERISA, and Real Estate.
Hotel and Hospitality Industry
Moses & Singer's Hotel and Hospitality Group represents domestic and international hotel management companies, developers, owners, restaurateurs, and other hospitality industry and gaming businesses, including financing sources. In representing the hotel and hospitality industry, we draw upon the skills of attorneys highly experienced in hospitality, corporate and securities law, real estate development, banking and finance, tax, litigation, bankruptcy, and intellectual property law.
Moses & Singer has represented hotel managers, developers, and owners in the negotiation of management and related agreements, for new hotel development and conversions of existing hotels, as well as in the acquisition of existing hotels. We have also represented international brand hotel operators, purchasers of portfolios of limited service motels and various parties in the development of hotels and conference centers. Our attorneys have substantial experience in sophisticated real estate and finance transactions as well as in the negotiation of franchise agreements and in other issues particular to hotels and motels. We counsel clients in transactions involving management and franchise contracts, hotel/motel and site acquisitions, negotiation of technical assistance and trademark licensing agreements, establishment of joint ventures and corporate entities and consulting and operational matters. We have been involved in the negotiation of joint ventures with property owners and financial partners, and have done extensive income tax structuring work in connection with such transactions.
The firm has represented numerous restaurant owners and food service providers, including franchisees of several restaurant chains in connection with various types of leasing arrangements. We have also represented tenants in the negotiation of several high-profile restaurant leases in hotels involving sophisticated percentage rent formulations, and allocation of control between hotel owner and restaurateur. In working on various leases, our attorneys coordinate with architects and contractors in resolving equipment, construction and potential lien issues.
Moses & Singer's experience in the areas of entertainment, media, and intellectual property law has enabled the firm to represent individuals and companies in the hospitality industry in matters related to trademark infringement; licensing; and patenting of inventions. Our clients include chefs who are public personalities, who we have counseled in connection with advertising appearances, cable TV contracts, and culinary videos.
Income Tax
Moses & Singer's tax practice extends to all principal areas of tax law, at the state, federal and international levels. The tax group handles matters for large and small corporations, partnerships, limited liability companies, and individuals and works closely with the firm's other practice groups to provide tax planning and advice as well as represent clients in tax controversies at the administrative and judicial levels.
Acquisitions and Sales
Our attorneys review the tax aspects of corporate, partnership and limited liability company acquisitions and sales, ranging from multi-tiered leveraged transactions to Subchapter S problems of large closely-held corporations, and assist in the structuring of these often complex transactions on behalf of lenders, investors, management, partners and shareholders.
Partnerships and Limited Liability
Moses & Singer advises numerous partnerships and limited liability companies (LLCs) with respect to the tax aspects of virtually every conceivable type of transaction and venture, with special emphasis on income tax allocations and on the use of these vehicles for income, estate and gift tax planning purposes. We engage in tax planning, structuring and counseling for foreign investment in the United States and for American investment activities abroad, including structuring investments and tax disclosure issues.
Employee Benefits and ERISA
Moses & Singer is involved in the design, planning and implementation of employee benefit and executive compensation programs and leveraged employee stock ownership plans in connection with shareholder buyouts. We furnish ERISA counseling and guidance to institutional administrators of qualified plans of large corporate sponsors.
Oil and Gas
We have been very active in this sector, advising clients in connection with their oil and gas operating and investment activities. The tax group participates in structuring operating arrangements and joint ventures and also advises financial institutions with respect to oil and gas transactions.
Bankruptcy and Workouts
The tax group advises clients in connection with the broad range of tax problems that affect financially troubled companies and real estate entities. These include restructurings through debt exchanges and corporate and partnership bankruptcy tax planning focusing on the retention of net operating loss carryovers and minimizing taxable income as a result of debt cancellation. Our attorneys also evaluate the tax consequences to debtor and creditor interests of reorganization plans as presented in bankruptcy court.
Intellectual Property
Moses & Singer has an active, nationally recognized practice in the field of intellectual property law. The firm has long been a key advisor to companies of all sizes and individuals in a variety of industries including television and motion picture; book, periodical and music publishing; recording; electronic media; and the performing arts.
Moses & Singer has extensive experience in negotiating and structuring transactions for the development, purchase and sale, and licensing of all kinds of intellectual property as well as in the protection of intellectual property rights. We bring a high degree of judgment, sophistication and experience to bear on the legal and business issues confronting companies that create, license or use intellectual property. Our practice encompasses all facets of intellectual property law-copyright, trademark, and patent protection; licensing; litigation; and lending. The Intellectual Property Group works closely with the Entertainment , New Media , Advertising and Litigation practice groups to provide comprehensive representation for a broad range of intellectual property issues.
Copyright, Trademark and Patent Protection
Moses & Singer represents licensors and licensees in connection with the exploitation of trademarks, copyrighted materials and other intellectual property in entertainment, media, advertising, technology, publishing and merchandising; the acquisition of intellectual property rights; the selection and clearance of trademarks; the registration of copyrights, trademarks and patents; and the enforcement of the rights of various intellectual property owners against infringers and counterfeiters. Moses & Singer also oversees the domestic and international trademark programs of a number of clients in a variety of different industries. Clients are kept informed of important dates affecting their marks and receive assistance in evaluating the applications and trademark uses of others. In addition, the firm has conducted a number of successful proceedings before the Trademark Trial and Appeal Board.
Attorneys regularly counsel clients on related issues that frequently arise in connection with the exploitation of intellectual property rights such as the right of publicity, right of privacy, defamation, and misappropriation.
In the area of patents and technology, we assist clients in optimizing protection by formulating strategies to protect significant intellectual property assets against misappropriation. Attorneys in the practice group are technically competent in the major scientific disciplines and have significant experience working with inventors, engineers, technology-based companies, licensors, licensees, financiers, and investors.
Licensing
The firm's considerable experience assisting clients with the commercial exploitation of intellectual property rights through licensing and technology transfer transactions has allowed us to keep pace with scientific advancements, recognizing the increased importance of the licensing process and the increasing reliance of many companies on licensing revenues. The particular rights that have been licensed take numerous forms, including trademarks, copyrights, patents, designs, and know-how. We have represented clients on both sides of the licensing transaction-parties interested in acquiring the right to utilize intellectual property rights held by others, as well as parties seeking to profit from the exploitation of intellectual property assets in their possession. We are involved in due diligence analysis; determination of scope of coverage of intellectual property assets; copyright, trademark and patent license negotiation and preparation; licensing of software and related technologies; technology transfers involving a license of patent rights and related know-how; and licensing of various electronic media, including transactions involving the Internet.
Litigation
If other strategies do not succeed, Moses & Singer does not hesitate to defend clients' interests through litigation. We have broad experience in matters involving the protection of intellectual property rights and have played a continuing role in landmark litigation and in legislative efforts that are shaping intellectual property law. Our practice encompasses patent, trademark and copyright infringement; mediation and arbitration of disputes; patent reissue and reexamination; patent interferences; trademark opposition and cancellation proceedings; antitrust violations; unfair competition; license agreement disputes; misappropriation of trade secrets and confidential information; and anti-counterfeiting enforcement.
Lending and the Federal Copyright Act
Moses & Singer has substantial experience handling financing transactions in which the collateral comprises assets such as a trademark or patent or a work of music, writing or software protected under the federal Copyright Act. This is a gray area of federal and state law where our experience and practical judgment are especially valuable. The databases, mailing lists and computer software that many borrowers use in their businesses are valuable assets and are often protected by copyright, yet the assets continue to evolve and change. Financial institutions are often unaccustomed to lending on the basis of such evolving assets, yet may be willing to do so to accommodate existing clients. Whether representing the lender or the borrower, Moses & Singer's attorneys navigate the state and federal legal systems to achieve the client's objectives.
Internet/Technology
Since the beginning of commercial exploitation of the Internet, Moses & Singer has played an active role in the converging fields of information technology, telecommunications, entertainment and commerce. As one of the nation's leading entertainment and copyright law firms, the firm has been, and continues to be, engaged in landmark litigation, legislative efforts and innovative counseling and drafting that shape the law in this area. Moses & Singer also provides the sophisticated corporate and transactional capabilities essential to the success of technology driven ventures.
Entrepreneurs and emerging enterprises as well as more established companies expanding into e-commerce and online services benefit from the full range of integrated services provided by our Internet/Technology Group, which includes lawyers specializing in entertainment, advertising, merchandising, intellectual property, litigation, tax, wealth preservation and corporate law. A diverse group of clients, including content providers, e-commerce merchants, advertisers and web site developers, have benefited from our expertise in a broad spectrum of matters related to start-up financing, copyrights and trademarks, strategic alliances, branding, sponsorships and affiliate networking.
We offer the resources, expertise and dedication to assist our clients in the startup and development stages of their business as well as with the full range of M&A and financing transactions necessary to navigate the rapidly changing and competitive online technology business environment.
Start-Up
Early stage businesses, particularly those in new industries, face ongoing strategic, operational and organizational challenges. Working closely with the founders of Internet companies as they grow and develop is an exciting part of our group's practice. Our experience in structuring and negotiating initial and early stage financing, including seed financing, "angel" investments, venture capital and later stage equity and mezzanine financing, enables us to provide early input into our clients' business plans, suggest ways to avoid potential pitfalls, and assist emerging companies in raising the financing needed to capitalize on the opportunities arising in this fast-growing and rapidly changing industry.
Moses & Singer's services to early-stage ventures include the selection of appropriate business structures, tax planning, shareholders' and founder's agreements, confidentiality and consulting agreements and real estate and equipment leases. We work with clients in establishing employee stock option plans and employment policies to motivate and retain employees. We also draft and negotiate consulting and employment agreements. Our Internet/Technology lawyers can evaluate and help clients secure their intellectual property rights (including trade secrets, trademarks, copyrights and patents) to ensure that they can execute their business plans and obtain funding without concern about future litigation over conflicting claims.
Development
As a company moves out of the start-up phase, the protection, defense and full utilization of its technology and intellectual property become matters of paramount importance. Moses & Singer has long been a strategic adviser to major companies in the computer, online, television and motion picture, publishing, advertising and music industries.
The Internet/Technology Group leverages Moses & Singer's wealth of experience and knowledge to assist clients in generating, marketing and distributing content and technology. In addition to our background in the content and technology aspects of intellectual property law, the firm has extensive experience in aiding clients with the commercial exploitation of intellectual property rights through purchase and sale agreements, cooperative and co-branding agreements, and licensing, distribution and royalty arrangements in the fields of technology, software, audiovisual and multimedia works, literary works and music.
Traditional "brick and mortar" businesses are increasingly looking to the growing market opportunities provided by the Internet. Moses & Singer helps such clients develop online strategies, policies and procedures. Drawing on the firm's experience in advertising, publishing, merchandising and entertainment, the group advises clients with respect to providing or securing a broad range of e-commerce services and rights, including: web site and software development agreements; contracts for content acquisitions such as obtaining and licensing of digital rights to photos, music and videos; trademark licenses and co-branding agreements; web advertising and sponsorship agreements; promotions and contests; "shrink-wrap" and "click-wrap" licenses; domain name rights; disclaimers and notices; and site review to assess potential risks and liabilities. Our attorneys work closely with clients to understand their business models and to advise them on maximizing the benefits of the Internet while minimizing the legal risks.
Many companies and individuals that create, license or use intellectual property rely on Moses & Singer to protect the hard-earned results of their efforts. We assist clients in optimizing the protection of their intellectual property based on the resources, needs and preferences of those clients and in formulating a strategy for protecting their intellectual property assets against misappropriation. We counsel clients to avoid litigation. But when litigation is unavoidable, our attorneys have represented clients in disputes involving Internet domain names, patent reissuances, reexaminations and interferences, copyright and trademark infringements and opposition proceedings, antitrust violations, unfair competition, license agreement disputes, misappropriation of trade secrets and confidential information and rights of publicity and privacy. Moses & Singer is involved extensively in issues concerning the application of copyright laws to electronic publishing on the Internet.
M&A and Financing
More mature technology companies frequently become involved in mergers and acquisitions, including strategic alliances, joint ventures, and public offerings or other growth-oriented financings. Moses & Singer regularly represents clients in such transactions to enable them to obtain critical mass, access new products or technology, or provide liquidity. Our experience enables us to meet the unique challenges and issues encountered in these kinds of transactions.
Strategic alliances, joint ventures and corporate partnering are essential elements in this fast-moving environment. Our legal, tax and business experience enables us to contribute a value-added approach to structuring and negotiating strategic corporate relationships with the object of fostering a "win-win" situation for all the parties involved.
Moses & Singer is equipped to guide companies through a full range of financing alternatives from follow-on venture capital financing and bank lines of credit to public offerings. This includes providing ongoing advice on complying with securities law, proxy rules and periodic reporting and insider filing requirements.
Legal Ethics & Law firm practice
Lawyers and law firms often face complex business and ethical issues. In-house counsel are also subject to strict ethical standards, while their responsibilities to their employers make the issues they confront even more challenging. Our lawyers have extensive experience in advising on legal ethics and risk management, as well as on partnership structures, financing, real estate matters, employment practices, taxation and third-party contractual relationships. We bring an in-depth understanding of law firm economics and management to the table, which enables us to provide practical and cost-effective solutions to lawyers and law firms. Some areas of our focus include:
- Attorney Advertising
- Attorney Charging Liens
- CLE Rules
- Client Papers
- Conflicts of Interest
- Ethical Screens
- Fee Sharing
- In-House Counsel
- Joint Ventures
- Lateral Attorney Intake
- Legal Opinions
- Letters of Engagement
- Lobbying
- Multi-Jurisdictional Practice
- Negotiation Ethics
- New Client Intake
- Partnerships
- Retainer Payments
- Vendor Contracts
Litigation
Our litigators include exceptionally skilled trial lawyers, creative strategists and experienced appellate lawyers, who work closely with our clients to effectively deal with the clients' unique problems and issues. We handle all types of commercial litigation and have particular experience in Bank Litigation, Real Estate and Title Disputes, Unfair Competition Litigation, Patent, Trademark and Copyright cases, Employment Litigation, Entertainment Litigation, Fiduciary Duty Litigation, Bankruptcy Litigation, Trusts and Estates Litigation, and International Litigation.
Bank Litigation
The firm has represented many United States and foreign banks in the prosecution and defense of cases in the areas of lender liability; trust indentures; factoring; securities and negotiable instruments; decedents' estates/fiduciary matters; electronic funds transfer; letters of credit, including standby and commercial letters of credit; currency transactions; creditors' rights; collections; loan documentation; and factoring. The firm has a national reputation in matters involving Letters of Credit and in cases arising in the context of distressed businesses and the fiduciary obligations of directors and managers attendant thereto.
Moses & Singer has also represented financial institutions in issues common to all major businesses, including real estate matters involving property valuations; foreclosures; landlord-tenant lease and occupancy disputes; fire and property damage and liability; real estate taxes; fire and building ordinances; taxation; and fraud.
The firm has won several landmark cases for its banking clients, including:
- the propriety of Trust Department practices in handling a close corporation in a testamentary trust, winning dismissal of a $2 billion claim of negligence and breach of fiduciary duty
- the right of a bank to insurance coverage for pollution-causing activity at property that had been foreclosed by the bank;
- success in the U.S. Supreme Court enabling a bank to pursue the principals of a bankrupt debtor under RICO, the federal racketeering statute;
- obtaining summary dismissal of RICO claims against a bank based upon alleged prime rate fraud;
- defending a client in the "lenders' liability" action brought by the Hunt brothers in Texas, which was among the largest and most publicized of such cases in the country;
- success in establishing the priority of a consolidated first mortgage lien held by banks over the lien for common charges held by a condominium's board of managers;
- created new law in the establishment of rights of banks in enforcement of loan documents, electronic funds transfers, currency contracts, and chain of collection issues;
- success in subordinating a municipality's claim for payments in lieu of taxes for the lender's mortgage securing Industrial Development Authority Bonds;
- successfully extended the time to cure a defective presentation under a letter of credit, to enable a negotiating bank to obtain corrected documents for presentment to and payment by the issuer;
- established a standard under the letter of credit Uniform Customs and Practice for Documentary Credits (UCP) for notices terminating evergreen credits;
- successfully defended a money center bank's dishonor of a letter of credit on the basis of inconsistency on the face of the documents presented for payment.
Real Estate And Land Title Litigation
The firm has represented many clients in cases involving commercial and residential real estate, cooperative-condominium issues, landlord-tenant disputes, construction, fire and building regulations, building valuation, abutting property disputes, and other types of real estate matters including:
- a major bank in the arbitration over the purchase price of its headquarters building, receiving a valuation on behalf of the buyer of approximately half of the seller's figure;
- a tenant in establishing that major New York City fire code expenses cannot normally be shifted to tenants;
- establishing the governing law in New York which upholds the "business judgment rule" to protect members of Boards of Directors of cooperative corporations;
- establishing the governing law in New York concerning the priority of first mortgage liens held by lenders over the claims of condominiums for common charges;
- clarifying the right of first refusal of a condominium to purchase units;
- defending sponsors of cooperative conversions against allegations of fraud or breach of contract brought by cooperatives;
- disputes between the Attorney General's Office and sponsors of condominium and cooperative conversions;
- defense of a title insurer establishing the modern law in New York on the obligations of title insurers for land title searches.
Patent, Trademark and Copyright Infringement Cases
Moses & Singer has broad experience in all forms of intellectual property litigation. We are actively involved in the prosecution and defense of copyright, trademark and patent infringement claims and we litigate before the Trademark Trial and Appeal Board of the U.S. Patent and Trademark Office. We also have particular experience in litigation in the television, home video, publishing, and motion picture industries. The firm's clients include production and distribution companies, writers, producers, and talent.
Representative matters include:
- representation of a major production company to protect revenues during an LBO, against a claimant to authorship of a television show format, and in litigations with former employees;
- representation of a corporation in a copyright infringement action involving cartoon characters;
- representation of a major network in a landmark copyright case confirming the validity of the copyrights in the characters of a television series;
- representation of producers of award-winning children's television series in copyright and trademark infringement actions
- representation of a subsidiary of a major greeting card company in a copyright infringement action involving a character;
- representation of a major mail order record company in a copyright infringement action;
- representation of a major corporation in contract litigation to establish and protect its cable TV rights for a cartoon series;
- representation of a major studio in a landmark copyright litigation confirming the validity of the copyrights of the 26 episodes of a television series;
- representation of a recording industry association in a precedent-setting parallel import and music performing rights case;
- representation of a major foreign authors' and composers' society in the filing of an amicus brief in support of a petition by a major music company for a writ of certiorari in the Supreme Court relating to the Berne Convention Implementation Act in respect of a major music performing rights licensing decision in the Eighth Circuit Court of Appeals;
- representation of a major record company in an action by a photographer over liability for lost photographs to be used for album covers;
- representation of a major music publisher in an action by an author for alleged failure to publish a book;
- representation of a major publisher in an action by an archivist seeking authorship attribution for a major rock group;
- representation of a major production company in recovering foreign distribution option rights from a defaulting distributor.
Fiduciary Duty and Partnership Disputes
The firm's litigation practice group has broad experience in director and officer liability, securities and shareholders rights litigation, representing both corporations and individual corporate directors and officers. In addition to defending and prosecuting actions in federal and state court throughout the United States, the firm represents corporations and individuals before federal and state agencies such as the Securities and Exchange Commission, the Federal Reserve Board and the IRS.
Representative matters include:
- defense of directors and officers of a research corporation in a derivative suit alleging waste of corporate assets;
- representation of defendant corporation and corporate directors in 10(b)5 class action in Southern District of New York arising out of 60% drop in stock price after previously announced earnings were reversed;
- representation of CEO of major M&A firm and outside director of Fortune 500 corporations in Delaware and California derivative suits alleging breach of duty of due care;
- representation of corporate officers and directors in Securities and Exchange Commission investigation into alleged insider trading and stock manipulation scheme;
- representation of currency trader in Federal Reserve Board Investigation into alleged unauthorized trading;
- trial to Texas jury of 10(b)5 and RICO class action arising out of oil company's alleged bribery of foreign officials to obtain concessions;
- trial to Indiana court of class action and derivative suit seeking to enjoin merger of Indiana health care company with white knight;
- representation of 50% shareholder of privately held corporation in state corporate dissolution proceeding involving allegations of fraud and corporate waste;
- trial to Massachusetts jury of claims against alleged controlling shareholder and director for breach of fiduciary duties, resulting from leveraged buyout and subsequent insolvency of world's largest dental supply company;
- representation of company officers and inside directors in Delaware derivative suit alleging breach of duty of loyalty and self-dealing;
- representation of directors of Delaware corporation in Chapter 11 proceeding in obtaining releases from liability for alleged violations of securities laws and fiduciary duties as directors.
Employment Litigation
Moses & Singer regularly represents employers and employees in disputes over employment issues including termination, discrimination, non-competition agreements, nondisclosure agreements, compensation and other conditions of employment. We have extensive experience in this area, both in designing noncompete and nondisclosure agreements and programs, and in aggressively enforcing the rights of our clients in this area. (Our experience is further described in the Employment and Labor Section of this website.) Our litigators have handled numerous cases of this type, in federal and state courts throughout the country. We have also coordinated our clients' interests in this area in multidistrict litigation. We have also appeared in federal and state courts, and before federal and state equal opportunity and human rights commissions in cases involving claimed discrimination based on sex, race, disability, age, national origin and violation of public policy, as well as in cases concerning non-competition clauses and other restrictive covenants, commissions, fringe benefits, wrongful discharge, title to copyrightable work product, physical assaults between workers, and other issues. The firm also advises clients on federal, state and local regulations concerning employment, including ERISA, FMLA, FLSA and wage and hour laws, in addition to those involved in the aforementioned kinds of litigation.
Unfair Competition Litigation
In the marketplace, the protection of trade secrets, business "know-how", intellectual property, confidential information, and customer and supplier relationships, from misappropriation or misuse, by competitors and venture partners, as well as by present or former employees, is a key concern of virtually every business. Similarly, one's reputation is key to virtually all endeavors. Representation in these areas is a major focus of the work of our firm, which has a national practice and an international reputation in the fields of non-competition, non-solicitation and non-disclosure agreements, and the protection of intellectual property and trade secrets. We protect our clients' vital interests and assets by: designing trade secret programs, drafting and negotiating non-disclosure, confidentiality, non-solicitation and non-compete agreements, counseling concerning hiring of new employees, and on avoiding unfair competition claims. In addition, we are actively involved in litigating cases of this nature throughout the country, including:
- representation of both plaintiffs and defendants, in restrictive covenant, trade secret and duty of loyalty matters, in actions throughout the United States. Counseling and/or legal actions on behalf of competitors in industries including software, medical and dental distribution, computerized equipment, financial services and others. Multi-jurisdictional representation and co-ordination in raiding and other large scale cases;
- representation in connection with defamation, false or misleading advertising, invasion of privacy, Lanham Act and other claims;
- litigation over the financial consequences of: breaches of fiduciary duties; criminal activity; the conduct of disloyal employees. Civil actions pertaining to diverted corporate opportunities, breaches of confidentiality and non-competition agreements, forged stock certificates, forged checks and endorsements and other matters.
Entertainment Litigation
Moses & Singer has a national practice and reputation in Entertainment Law. Our Litigation Department is a key component of our Entertainment practice, with extensive experience litigating entertainment related cases involving contract, intellectual property, privacy, media, fiduciary, and other issues. Our attorneys have been involved in major, precedent-setting cases, as well as in counseling our clients in the avoidance of litigation. We litigate on behalf of media, advertising, entertainment and communications-related clients, as well as on behalf of artists and agents. Some of the highlights of our experience include:
- representation of artists and authors in claims by and against agents, publishers and other business partners;
- litigation and counseling to protect intellectual property rights;
- litigation of a landmark case construing the termination and "employee for hire" provisions of the U.S. Copyright Law, in which we successfully represented the author and his heirs;
- successful representation of a high profile rock star against a multi-million dollar breach of contract claim brought by former manager. After a lengthy and complex proceeding, we persuaded the trier of fact to deny the claim in its entirety, based on a breach by the manager of fiduciary duties to the artist;
- enforcement of mechanical licensing rights on behalf of thousands of music publishers against recording companies, through copyright infringement actions throughout the U.S. ;
- investigation and resolution of anti-piracy claims on behalf of publishers of musical compositions;
- representation of agents on compensation claims;
- representation of advertising agencies in claims involving entertainment related companies.
Bankruptcy Litigation
Moses & Singer's bankruptcy, finance and litigation attorneys regularly counsel clients on issues of bankruptcy avoidance and "lender liability" claims-both to prevent such claims in the course of enforcing creditors' rights and in defending such claims if asserted. In addition to vast experience defending and pursuing preference and fraudulent transfer claims, the firm has successfully represented financial institutions in complex lender liability litigation, such as in the Hunt Brothers, Braswell Shipyards and Belle Casinos cases in Texas, South Carolina and Mississippi, respectively. The firm has also represented significant parties, including lenders and directors, in litigation arising from insolvencies, recapitalizations and LBO's, such as in the cases involving The Thaxton Group, Envirodyne, Forum Group, Healthco International, Crothers McCall and Phoenix Information Systems.
The firm obtained summary judgment equitably subordinating the $110 million senior secured claim of Finova Capital to the claims of all unsecured creditors in the Thaxton, Group Chapter 11 case.
The firm obtained an $11 million settlement from Salomon Brothers of breach of fiduciary duty and related claims arising from the leveraged buyout of Envirodyne Industries, Inc. and its subsequent bankruptcy. The firm represented the sole creditor of Emerald Acquisition, the pre-bankruptcy parent of Envirodyne, as plaintiff in litigation pending in both state and federal courts in Illinois.
The firm, as special counsel to the Board of Directors of Phoenix Information Systems Inc., a Chapter 11 debtor in possession in a case in Delaware, obtained releases of the directors from all potential claims by the Debtor, its creditors and its shareholders for alleged breaches of the federal securities laws and fiduciary duties of directors.
After a six-week trial, the firm obtained a jury verdict dismissing $240 million of claims asserted by the bankruptcy trustee in the Healthco International, Inc. case in Worcester, Massachusetts. Our clients included a director and a substantial shareholder of Healthco who were sued for breach of fiduciary duty and unjust enrichment in connection with the 1991 leveraged buyout of Healthco, which was followed, two years later, by Healthco's bankruptcy and liquidation. The jury verdict frustrated the efforts of the bankruptcy trustee and the U.S. Bankruptcy Judge to expand the duties of directors toward creditors in connection with an LBO.
In January, 2006, the firm obtained a pre-answer final dismissal with prejudice of commercial-based claims made against our client for veil piercing, fraudulent conveyance and conspiracy, in excess of $5 million, asserted by a bankruptcy trustee against the debtor, related companies and the president of them all.
Trusts and Estates Litigation
The firm regularly represents individuals and fiduciaries in trusts and estates proceedings and lawsuits, including will contests and construction proceedings, accountings and surcharge claims, valuations, claims against estates, disputed inter vivos gifts and testamentary dispositions, undue influence and competency issues, guardians and conservators, and estate and gift tax disputes. The following are some of the matters in which the firm's attorneys have represented our clients:
- Defending the propriety of a corporate fiduciary's management of a closely held corporation owned by a testamentary trust, and winning dismissal after 35 days of trial of a $2 billion claim for negligence and breach of fiduciary duty.
- Defending a corporate trustee from a surcharge claim arising from management of real estate.
- Pursuing compulsory accounting proceedings to secure accountings from fiduciaries.
- Presenting and defending accounts of trustees and executors.
- Will construction proceeding involving dispute between beneficiaries over rights of an adopted child.
- Will construction proceeding involving rule against perpetuities.
- Will construction proceeding involving the interpretation of granting clauses.
- Contesting will on grounds of undue influence and tracing and recovering assets.
- Seeking discovery of hidden estate assets.
- Defending claim seeking to enforce contract to make testamentary dispositions.
- Valuation and sale of estate's interest in real estate partnership.
- Appointment of guardian for mentally incapacitated individual.
- Determination of entitlement to wrongful death proceeds.
- Securing the appointment of successor trustees not named in trust instrument.
- Estate and gift tax proceedings including valuation of hard to value assets.
- Representing beneficiaries in tax apportionment action.
- Representing surviving spouse in exercise of elective share rights.
International Litigation
The firm has been involved in international trade and commercial contract litigation before the U.S. Trade Representative, the U.S. Court of International Trade, and the International Court of Trade, as well as in multinational grey market goods, letter of credit, and importer-distributor matters in state and federal courts. The firm's clients include international banks and import-export companies. The firm has also handled matters involving the enforcement of arbitration awards received in foreign jurisdictions.
Matrimontial Law
Widely recognized for its participation in precedent-setting litigation, Moses & Singer continues its over 75-year tradition of breaking new ground in its representation of matrimonial clients. Committed to maintaining a cutting-edge practice, the firm represents and counsels clients in all aspects of marital and family law, ranging from consultations to negotiations and trials, including the in-depth analysis and effective presentation of complex financial issues, the crafting of and defense against pendente lite applications and the resolution of custody disputes.
Our attorneys are experienced in the negotiation and preparation of prenuptial agreements, and the firm prides itself on its pursuit of innovative and imaginative litigation techniques and strategies. In all instances, Moses & Singer maintains the supportive atmosphere that is essential to this highly charged area of practice. Further, our matrimonial attorneys and their clients have the wide-ranging resources of the entire firm available to them.
Privacy
Businesses that use, collect, process or store identifiable information about employees, customers, clients and third-party individuals face ever more complex liability issues under emerging privacy laws in the U.S. and abroad. In addition to common law principles that cut across industries, there is an increasingly complex array of state and federal privacy legislation addressing areas as diverse as national security, money laundering, personal medical and financial privacy, employment, civil rights, reputational protection, protection of commercial information and the transborder exchange of electronic information.
Moses & Singer's Privacy practice group includes transactional and litigation attorneys experienced in corporate and banking, healthcare, employment, internet and new media ventures, entertainment, and intellectual property. We identify privacy issues for clients, counsel them on avoiding problems, perform compliance audits, structure transactions and draft agreements to protect clients and, when needed, represent clients in privacy-related litigation.
The firm represents a spectrum of businesses across industry sectors regarding privacy issues that arise both domestically and internationally. These include financial institutions, new media companies, healthcare providers, health plans, content providers, and major corporations.
Health Information
Moses & Singer is at the forefront of medical records privacy law. We advise large healthcare entities, including providers, insurers, hospitals and academic medical centers on state and Federal privacy laws related to the provision of healthcare, research (including human-subject research), and the complex privacy issues that insurers and employers face with regard to sensitive information held by them.
We are nationally recognized for our focus on HIPAA Privacy Rules , having written and lectured extensively on all facets of the law. We have advised and assisted our clients in performing audits of their privacy practices and the development and implementation of their HIPAA Privacy Rule compliance plans. In addition, we have drafted a complete set of the HIPAA Privacy Rule-compliant policies and procedures that are used by entities across the nation. We provide assistance on all elements of the Federal and state privacy laws, including issues related to drafting and customizing HIPAA Privacy Rule compliant policies and procedures; identifying a client's "business associates" and negotiating business associate agreements; drafting required authorization forms; the interaction between the HIPAA Privacy Rule and other Federal laws including the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act (FERPA), and Federal law regarding the protection of human research subjects; and state privacy laws and preemption issues regarding state law versus the HIPAA Privacy Rule.
Financial Information
Moses & Singer advises U.S. and international financial institutions, securities firms, credit card issuers and other organizations on issues relating to the privacy of customer information. We advise clients on the laws relevant to all aspects of the collection and dissemination of identifiable information regarding individuals, including Gramm-Leach-Bliley, the Fair Credit Reporting Act and the Fair Credit Reporting Reform Act. Banking transactions as well as the storage and exchange of financial information are occurring electronically on a much more frequent basis. Moses & Singer assists its clients engaged in storing and exchanging data electronically across borders in navigating European Union privacy directives.
Privacy Practices in the Workplace
We counsel clients on privacy issues in the workplace, such as the right of employees to access personnel files; eavesdropping and surveillance issues; privacy issues related to hiring and termination; and personal intrusion issues such as drug testing, voice print testing, and polygraph testing. We advise clients regarding emerging employment privacy issues such as the rights of employees to privacy with respect to their activities outside of the workplace and the rights of employers to monitor such off-duty activities.
Corporate Transactions
Moses & Singer represents its public, private, and not-for-profit clients on a variety of privacy issues, such as protection of commercial information and trade secrets, managing their legal exposure in the privacy area and protecting client privacy and reputational interests in bankruptcy proceedings and other litigation.
Intellectual Property/New Media
We represent clients on a variety of privacy concerns that arise in the entertainment, advertising and intellectual property contexts. For example, Moses & Singer attorneys advise individual clients on how to protect their right of publicity and institutional clients on how to avoid right of publicity violations. Attorneys in this practice group also keep their clients current on new laws upon which privacy concerns have had an effect, such as the Digital Millennium Copyright Act and the associated protections available to individuals when faced with technology that collects personal information.
Moses & Singer has a national reputation as a leader in privacy issues unique to the internet and new media ventures. We are frequently called upon to counsel clients in developing, implementing and managing privacy policies and protocols that serve their needs while taking into account their customers' desire to control what is done with their personal information. We advise clients on existing and pending legislation that could impact upon their business practices, such as the Children's Online Privacy Protection Act (COPPA) as well as the FTC's enforcement activities regarding adherence by companies to their own privacy policies.
International Laws
We assist clients who conduct business internationally with complicated cross-border privacy issues. These issues arise under the European Union's Data Protection Directive, and its Safe Harbor provisions. For companies in certain industries to which the Safe Harbor is not available, such as financial institutions and telecommunications companies, Moses & Singer attorneys draw on their expertise to provide solutions that comply with the EU directive.
USA Patriot Act
Congress passed the USA Patriot Act in response to the terrorist attacks of September 11th, 2001. The Act gives the Secretary of the Treasury broad powers to combat corruption of financial institutions for money laundering purposes, particularly with respect to activities involving foreign entities and individuals. Moses & Singer advised financial institutions on their compliance obligations under the Act, including obligations to file "Suspicious Activity Reports," and implementing new customer identification standards in order to verify the identity of foreign customers. We can assist clients in establishing and maintaining required anti-money laundering programs, including the drafting of policies and procedures, the identification of a compliance officer, employee training, and the development of independent audits in order to test the institution's compliance efforts.
Private Funds
Moses & Singer represents the sponsors and managers of private investment funds, including domestic and offshore hedge funds, venture capital funds, real estate funds, opportunity funds, distressed debt funds, private equity funds and fund-of-funds, in resolving the array of business and personal legal issues they face. In addition, we represent high net worth individuals and other sophisticated institutional investors in these types of funds, as well as financial institutions in making loans to funds, or making loans to investors secured by their interest in funds.
Moses & Singer utilizes an inter-disciplinary approach that draws on our securities, corporate, banking, bankruptcy, tax, intellectual property, employment, ERISA and estate planning practices. We are involved in fund formation, including the structuring of unregistered domestic and offshore funds, the preparing of organization and offering documents, advising on advertising and investment-raising activities and advising on internal fund arrangements such as governance, employment and compensation issues. Our nationally recognized fund-financing practice can provide critical advice in the financing of investor commitments.
Moses & Singer counsels its clients on the full range of activities engaged in by private investment funds and their portfolio companies. These include strategic investments, mergers and acquisitions, follow-on investments or financings, bankruptcy and restructuring advice and exit transactions. Moses & Singer’s intellectual property and employment practices aid in protecting the intellectual property and human capital that can form a significant portion of the value of a fund and its portfolio companies.
For the principals of funds, we offer highly sophisticated counsel in equity incentive and other compensation arrangements, business succession, estate and tax planning, asset protection and family law matters, such as pre- and post-nuptial agreements, separation agreements and contested divorces.
Our clients recommend us for our responsiveness and attentiveness to their needs and our cost-effectiveness, qualities that are increasingly difficult to find in counsel.
Promotions Law
The Promotions Law practice at Moses & Singer LLP regularly counsels advertisers, agencies and other clients who wish to conduct games of chance or games of skill for promotional purposes through conventional or online media.
Our attorneys:
- analyze the structure of the promotion;
- draft rules for sweepstakes and contests along with other required disclosures; counsel clients on the myriad of legal issues arising from promotions and sponsorships including intellectual property rights (e.g., licensing, publicity and user-generated content and e-blast arrangements);
- negotiate and draft sponsorship, marketing, supplier, and prize fulfillment agreements;
- prepare entry forms, affidavits and releases; and
- advise clients on how to avoid common illegal lottery pitfalls in traditional forms of media and on the Internet.
We also review online, print, point-of-purchase, television and radio advertising copy and other marketing materials associated with both consumer and trade promotions and coordinate registration and bonding, as required.
In addition, our attorneys conduct in-house training designed to educate our clients and their employees about compliance with state and federal laws when planning a promotion. We assist clients in understanding the basics of promotions law to help them reach their target audience and achieve their marketing objectives.
Real Estate Law
Moses & Singer has a dynamic real estate practice touching virtually every facet of the industry. The Real Estate practice group regularly counsels owners, developers, private REITs, pension funds, lenders, borrowers, landlords, tenants, hotel operators and property managers in New York City and nationally in the acquisition and divestiture of real estate, leasing transactions, financings, formation of joint ventures and restructuring and insolvency.
Our Real Estate practice group has effectively closed transactions through the peaks and troughs of the last few major real estate cycles. The group is comprised of attorneys with a thorough working knowledge of every aspect of real estate transactional law--attorneys who also have keen market insights into the ever-changing world of real estate and real estate finance gained through varied and challenging representations. To provide comprehensive representation, and assure the best possible result, we frequently call upon resources in other practice groups--including corporate, bankruptcy, tax, and litigation. In particular, Moses & Singer has a significant real estate litigation practice representing major developers and owners in a wide range of problem situations.
Acquisitions and Divestitures
The Real Estate practice group of Moses & Singer serves as counsel to buyers and sellers of all types of real estate, including office buildings, apartment projects, shopping centers, hotels, industrial sites and vacant land in New York City, as well as throughout the country. Quite frequently, we structure complex partnership and joint venture arrangements between operators and capital partners. Our experience includes:
- Portfolio acquisitions/dispositions
- Hotel and retail property acquisitions/dispositions
- Office property acquisitions/dispositions
- Multi-family property acquisitions/dispositions
- Land acquisitions
- Representative Acquisitions and Divestitures
Leasing Transactions
We have significant experience representing both tenants and owners in connection with the leasing of real property for office, industrial, and retail purposes. We also represent large corporate users of real estate in connection with their space needs. Our work in this area includes:
- Negotiation of office, industrial, and retail leases
- Ground lease and net lease transactions
- Sale and lease-back transactions
- Representation of corporate real estate departments in their space needs throughout the country
- Disposition of leased space through sublease and surrender of lease
- Lease-up programs for major office buildings
- Sublease and assignment transactions
- Representative Leasing Transactions
Financing
The Real Estate practice group is extensively involved in a wide variety of financing transactions. We represent lenders and borrowers in regard to:
- Acquisition, bridge, and construction financing of office, hotel, residential, retail, and multi-use properties
- Revolving loans to real estate ventures collateralized by fee, leasehold, and mortgage interests
- Financings secured by REIT or other equity interests of real estate owners and developers
- Rated financings securitized with U.S. government lease obligations
- Leveraged buy-out transactions involving real estate as collateral
- Tax exempt bond financings rated and secured by letters of credit for 80/20 housing projects, airport hotels, water treatment plants, and other public purpose projects
- Representative Financing Transactions
Restructuring and Insolvency
In times of market downturns, clients-lenders and borrowers alike look to Moses & Singer for advice with regard to troubled real estate, foreclosures, workouts, and re-sales of foreclosed property. Our experience includes:
- Restructuring of mortgage loans
- Restructuring of letter of credit-enhanced debt
- Restructuring of debt secured by fees, leaseholds, and partnership interests
- Representative Restructuring and Insolvency Transactions
Construction
We have represented owners, contractors and design professionals in negotiation and drafting of construction design contracts, in court disputes, arbitrations and negotiations to resolve differences that arise in the course of construction, and in exercising rights under the New York Lien Law.
- Representative Construction Transactions
- Representation of a major contractor in all aspects of its business, with special emphasis on construction and architectural agreements and the legal issues associated with renovation projects
- Renovation of building to communications switch center
- Negotiation of design and construction agreements for commercial and residential buildings and facilities for not-for-profit institutions
Memberships
- Association of Foreign Investors in Real Estate
- CoreNet Global Corporate Real Estate
- Mortgage Bankers Association of New York
Trusts and Estates and Wealth Preservation
Moses & Singer's trusts and estates and wealth preservation department provide a full range of tax and family planning services to owners of businesses, whether in the form of a corporation, partnership, limited liability company or entrepreneurship. In addition to experience in the traditional areas of will and trust drafting and estate administration, our attorneys excel in the use of the latest techniques to implement effective plans for business succession while minimizing taxes to the greatest extent possible.
The firm carries out its clients' objectives with precision, providing inventive solutions through the organization of limited liability companies, family limited partnerships, S corporations and the creation of trusts.
Trusts and Estates
In the area of estate planning, our attorneys' mastery of the highly complex federal estate and gift tax laws is necessary to provide sophisticated advice to our clients with regard to the most tax effective manner in which to carry out their intentions, while preserving their ultimate family objectives.
Included in the firm's arsenal of estate planning tools are the revocable or "living" trust to provide for continuity of management of assets; the irrevocable life insurance trust to reduce the size of the insured's estate; the grantor retained income trust to transfer a personal residence to heirs at reduced tax rates; and the creation of grantor retained annuity trusts and grantor retained unitrusts funded with income producing stock in closely held businesses in order to transfer ownership to younger generations at reduced gift tax rates.
For clients who wish to advance their philanthropic activities, our firm assists in creating tax qualified charitable trusts and private foundations.
Moses & Singer has a long history of representing and advising executors of substantial estates. The firm's attorneys handle all stages of estate administration including probate of the will; the collection of assets; the preparation of the federal and state estate tax returns; the representation of the estate in tax audits; the compilation of the executor's accounting and attendant releases; the preparation of the fiduciary income tax returns; and the distribution of the estate assets to the beneficiaries. At every stage of the administration of an estate, we are attuned to all available tax planning opportunities to further our clients' interests.
In addition, the Firm has successfully represented clients in various types of estate litigation and complex Surrogate's Court proceedings including will contests, will constructions, reformation proceedings and contested accountings.
Wealth Preservation
In addition to estate tax minimization our attorneys are well versed in the techniques available to preserve our clients' wealth from the risks of divorce, litigation and future creditors. Such techniques may include the use of dynasty trusts, children's trusts and trusts established in debtor-friendly states such as Alaska and Delaware as well as certain offshore jurisdictions.
As our clients expand their investments into the global arena, multi-jurisdictional planning takes on greater importance. Nonresident clients investing in United States situs property must adhere to certain rules to avoid U.S. tax implications. Our attorneys have the experience required to advise and assist clients in structuring such investments in a most tax advantageous manner.
Back to Top