Representative Matters

Representation of a minority owner in a coil steel jobber in connection with the sale of the minority interest to the majority interest ownerr

Successfully defended a hospital system in a qui tam action alleging Medicare and Medicaid fraud under FCA. Representation included working with DOJ who declined to intervene and then successfully defending the underlying lawsuit against the qui tam Relator.

Represented foreign corporations in connection with their global expansion into the United States and start-up of US based subsidiaries.

Represented client in connection acquisition of large acreage and sale of same to commercial developer for lease by anchor grocery tenant, and additional sale of commercial pad sites and acreage for development of a residential subdivision to homebuilder partnership. The transaction included the negotiation and drafting of access easements and of development agreements to ensure appropriate allocation of costs and responsibilities for completion of regional roadway, utility and drainage facilities serving the commercial outparcels and residential subdivision to be developed, and the client’s retained land to be developed for commercial uses. The subject property covers jurisdictions of two different municipalities (Conroe and Willis) and two separate in city municipal utility districts contributing to the water, wastewater, drainage and roadway facilities and improvements serving the intended development. In this regard, the transaction also included financing and development agreements with MUDs in the formed for two municipalities.

Represented the owner of two retail stores in a dispute with an international textile distributor. The textile distributor has claimed a partnership interest in the retail stores and has sued for damages for alleged breach of contract and various business-related torts.

Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.

Represented private equity backed company in the workforce third-party administrator and toxicology lab business as lead merger and acquisition counsel in multiple acquisitions in furtherance of their growth by acquisition strategy.

Representation of investors in the acquisition of a distributor of drilling and completion fluids with operations in Texas, Louisiana, Oklahoma, Pennsylvania and West Virginia.

Serves as outside general counsel for a privately held MedTech company

Represented a national property management company in an EEOC proceeding brought by former employee claiming that the termination of her employment was race and gender discrimination. This proceeding arose out of events that occurred outside of the workplace during the company’s holiday party.

Represented client in $40 million commercial real estate transaction, including the structuring of the transaction from development stages and financing through completion

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Reorganization and sale of six related entities engaged in the manufacture, importation, distribution and sale of scaffolding, seating and shoring equipment and supplies and environmental services, including loss mitigation of legacy tax obligations and compliance issues.

Represented several individuals in the negotiation of fractional ownership and “jet-card” agreements

Successfully defended a benefits plan administrator against ERISA claims brought by a plaintiff seeking to recover benefits under group life insurance policy. Certain claims against the client were dismissed through a Rule 12(b)(6) motion and the remaining claims were dismissed via summary judgment.

Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of their valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on pre-sale representations allegedly made by the entrepreneurs. In doing so, the buyer sought to avoid paying the bulk of the purchase price for the entrepreneurs company. On competing summary judgment motions, the New York Supreme Court Commercial Division rejected the buyer’s claims (including claims for fraud, breach of contract, indemnification, and set-off) and granted the entrepreneurs affirmative claims for breach of the various promissory notes at issue. The New York Court also awarded attorney’s fees to the entrepreneurs.