Litigation and Arbitration --

OP defended a Netherlands Antilles investment company in a lawsuit brought by a general partner of a Delaware real estate partnership. The suit sought to void a note valued at $125 million issued by the partnership to the Netherlands Antilles company. The complaint also sought more than $100 million in punitive damages. OP was successful in having the entire complaint and subsequent amendments dismissed against its client, and in having the $125 million debt satisfied in full. As part of the successful defense, OP prevailed in several appeals before NY's Appellate Division, First Department.

Representing investment bank in an action seeking contractual and common law indemnification in the amount of $6.2 million for its role as agent to a lending group under a debtor-in-possession credit agreement. (Deutsche Bank AG v. Tri-Links Investment Trust et al., (Sup. Ct. N.Y. County)).

OP represented an area franchisee of an international franchisor and its president in an action brought by a New York franchise holder based on allegations of fraud, tortious interference with contract, interference with prospective business relations, and claimed fraudulent business practices in violation of New York's General Business Law. The complaint sought $4 million in damages. OP was successful in having all claims dismissed against its client. (Triple Z Postal Servs., Inc. v. United Parcel Servs., Inc. et al. (Sup. Ct. N.Y. County)).

OP represented a leasing and financial services company in the prosecution of its claims of more than $2 million based on breaches of certain equipment lease financing agreements and associated guaranties. On behalf of its client, OP recovered all amounts owed under the various agreements and its client's attorneys fees incurred in prosecuting the claims. (Hitachi Capital America Corp. v. Middle Village Healthcare Mgmt., LLC et al (E.D.N.Y.)).

Prosecuted claims against Verizon Communications Incorporated and GTE Corporation that sought more than $1.6 million in damages in connection with certain credit support for equipment lease financing. (Hitachi Capital America Corp. v. Verizon Corp.).

Pursued claims on behalf of an international ocean carrier in a lawsuit against the purchaser of the stock of a wholly-owned subsidiary of the client. On behalf of the client, OP sought to enforce certain provisions of a 1965 stock purchase agreement governing the sale and purchase of the shares of the former subsidiary. (Sea-Land Serv., Inc. v. Waterman S.S. Corp. (S.D.N.Y.)).

Representing investment bank in five consolidated federal class action lawsuits brought by purchasers of stock in several IPOs. (In re IPO Sec. Litig. (S.D.N.Y.)).

OP is currently defending two international ocean carriers in a multi-party federal litigation brought by a marine insurer seeking to disclaim insurance coverage for thousands of asbestos-related and occupational disease claims of former seamen. (American S.S. Owners Mut. Protection and Indem. Assoc., Inc. v. Alcoa Steamship. Co. et al.) (S.D.N.Y.)).

OP represented two international ocean carriers in simultaneous federal actions filed against a syndicate of insurers and various individual insurers for breaches of marine P&I policies covering several thousand asbestos and occupational disease-related injuries. (SL Service, Inc. et al. v. Marine Office of America Corp. et al.(S.D.N.Y.)); SL Service, Inc. et al. v. The Fulton P&I Underwriting Syn. et al.) (S.D.N.Y.)).

Defended a former president of Aalborg Industries, Inc. in a suit brought by Erie Power Technologies, Inc. against the former president and others. The suit sought $26 million in damages from the defendants. OP successfully moved to dismiss certain claims against its client, including claims under the Uniform Fraudulent Transfer Act and for common law fraud. (Erie Power Tech., Inc. v. Aalborg Indus. A/S et al. (W.D. Pa.)).

Defended international jewelry distributor in a lawsuit brought by its former president, CEO, and director claiming breaches of various compensation arrangements allegedly memorialized in certain board resolutions. The complaint sought $2.5 million in compensatory damages and more than $10 million in punitive damages. Following a forensic audit, OP directed the assertion of counterclaims against the former officer and director, including breach of fiduciary duty, fraud, conversion, and breach of contract. (Christiansen v. Lottie Firenze, Inc. et al.)(Sup. Ct. N.Y. County)).

Defended the former president and vice president of Changes International of Fort Walton Beach, Inc. in an action brought by the purchaser of the company, Twinlab Corporation. Damages were sought for an alleged breach of a merger agreement and the officers' employment agreements under several theories, including breach of contract, fraud, and violation of Florida's civil RICO statute. (TwinLab Corp. et al. v. Paulson et al.)(Sup. Ct. Suffolk County)).

Defended a recording studio in an action brought by its former general manager alleging violations of various state and federal labor laws. Following a forensic audit directed by OP, claims of civil RICO, breach of fiduciary duty, fraud and conversion were asserted as counterclaims against the former manager. (Gooch v. Glen Tonche Studios)(S.D.N.Y.)).

As part of a co-defense, OP defended a parent company and its subsidiary in two simultaneous federal lawsuits. The suits were brought by each of the former CEO and COO of the subsidiary for an alleged breach of a merger agreement and certain employment agreements. Among other things, OP and its co-counsel were successful in moving to dismiss fraud claims brought by the former COO. (Rubenstein v. S1 Corp. (S.D.N.Y.); Davidge v. S1 Corp. et al. (S.D.N.Y.)).

Defended boiler manufacturing executive in connection with copyright infringement case brought by his former employer. (A.L. Eastmond & Sons, Inc. et al. v. AESYS Tech., L.L.C. et al.) (S.D.N.Y.)).

OP defended a former managing member of an asset management firm in a National Futures Association arbitration brought by investment partners of a global macro hedge fund. Claims were made against OP's client for violations of certain of the securities laws and regulations, and for claims of fraud, breach of fiduciary duty, and breach of contract. Claimants alleged $7.5 million in losses and sought punitive damages. OP's representation resulted in all claims being dismissed against its client.

Defended a former registered representative in an NASD arbitration brought by a former client for violations of certain securities laws, and claims of fraud, breach of fiduciary duty, and breach of contract. OP's defense concluded with the expunging of the complaint against its client.

Represented investment management firm in defense of an action by guarantor of sub-lessee for commercial office space. (Gruntal & Co., L.L.C. v. Executive Monetary Mgmt., Inc. et al.)

Represented noteholder in foreclosure of commercial property brought by investment trust. OP succeeded in securing payment in full of client's note. (NYCTL 1997-1 Trust v. Leondis et al.)

Represented commercial lessee in defense of action for accelerated rental payments under lease agreement. (375 Park Ave. L.P. v. CEA Capital Corp. et al.)

Defended firm client in action brought by owner/builder for trespass and permanent injunctive relief. (Escava Bros. v. Glass House Cooperative, Inc. et al.)

Filed action under New York Real Property Actions and Proceedings Law § 881 and obtained for client license to enter onto adjoining premises (including air space of premises) in order to perform repairs and erect and maintain sidewalk shed. (150 Joralemon St. Owners Corp. v. Greeley.)

Prosecuted action against architecture firm in connection with breach of renovation agreement provisions concerning supervision of general contractor and subcontractors.

On behalf of landlord, drafted papers in connection with special proceeding under New York Real Property Actions and Proceedings Law § 713(7) in order to establish status of occupant as licensee (as opposed to tenant).

The firm acts as national coordinating counsel for a boiler and HVAC manufacturer in connection with the defense of asbestos-related personal injury lawsuits commenced in multiple jurisdictions throughout the United States.

Acted as New York co-counsel with Balch & Bingham LLP, of Montgomery, AL, in connection with third-party discovery sought on behalf of investment bank, in an Alabama state court action.

Acted as local counsel to Kirkley & Payne, LLP, of Atlanta, GA, in its efforts to seek third-party discovery in New York in connection with the defense of a former officer in a class action commenced in a Georgia state court for alleged accounting irregularities.

Acted as local counsel to Patton Boggs LLP of Washington, DC, seeking third-party discovery in New York in connection with Patton Bogg's representation of its client in a Virginia state court action.

Acted as local counsel to Testa, Hurwitz & Thibeault, LLP of Boston, MA, as part of its representation of a client in an action commenced in the Southern District of New York alleging violations of section 16(b) of the Securities Exchange Act of 1934.

Acted as local counsel to William & Arnold of Pittsburgh, PA, in its representation of an insurance company in several coverage litigations involving multiple parties in the New York Supreme Court and the Southern District of New York.

Advised Wolfman & Wolfman P.A. of Merritt Island, FL, regarding a New York bank's obligations under Article 4 of New York's UCC in connection with claims of a Florida estate.

Advised the Danish law firm Kammeradvokaten on various aspects of New York tort law in connection with that firm's role as the legal adviser to the Danish government.

Acting as local counsel to a Hawaii-based firm in connection with employment related claims asserted in the Eastern District of New York.

Provided advice in respect of New York lien law to Danville, VA law firm and its financial services client.

Provided necessary litigation support -- including assisting in developing strategy alternatives, advising on local court rules and practices, and advising on proper disposition of collateral and possible affirmative defenses and counterclaims -- in connection with legal proceedings relating to Iridium global mobile communication system. (Barclays Bank PLC v. Iridium Andes Caribe, Ltd.)

Routinely obtain letters rogatory and issuances of commissions in New York State on behalf of out-of-state counsel and clients (e.g., Armenann v. Poly-Trucking, Inc., Bexar County, Texas.)

Docket sister-state judgments in New York State courts and conduct discovery in connection with enforcement of same. (e.g., Fred Tebb & Sons, Inc. v. Brown & Bryan Lumber Co., Inc.)

Business, Finance and Real Estate --

Represented Manhattan boutique health club in sale of substantially all of its assets and assignment of its lease to multi-outlet Manhattan-based club.

Represented minority shareholder in sale of stock in New York-based activewear company and pre-empted litigation in connection with same.

Represented Delaware limited liability company in purchase of substantially all of assets of Pennsylvania-based pressure vessel and HVAC equipment manufacturer and distributor, coordinating local counsel and New York co-counsel on environmental, labor, and real estate matters in connection with purchase.

Represent Brooklyn and Manhattan restaurant owners in business sales; handle financing- and lease-related issues in connection with same.

Represented graphic design firm in respect of contemplated combination with public relations firm.

Represented provider of services to Manhattan commercial landlords in sale of substantially all of provider's assets, including assignment of office lease and termination of related "good guy" guaranty.

Represented acquirer of New Jersey-based landscaping and outdoor construction business.

Drafted offering memoranda and related private placement papers in connection with two rounds of equity funding for New York-based specialty cigarette maker and distributor; provided advice in respect of Blue Sky compliance.

Regularly negotiate and document revolving line of credit facilities secured by accounts receivable and inventory.

In connection with commercial mortgage financing, analyzed and provided advice in respect of New York civil and criminal usury statutes and case law in connection with same.

Routinely provide advice in respect of standby letters of credit, including governance of letters under UCC Article 5, ICC Publication No. 500, and ISP 98.

Routinely negotiate and document commercial mortgage loan transactions for borrowers.

Drafted joint venture agreement between New York City-based cigarette manufacturer and upstate cigarette wholesaler.

Represented major shareholder in exit from internet service provider entity, obtaining cash and warrants in exchange for return of common stock.

Represented superexotic sports coupe manufacturer in dispute with investors.

Drafted partnership and related papers for Manhattan retailer of Japanese art and antiques.

Represented offshore entity in negotiation and review of joint venture agreement relating to sourcing, acquisition, development, management and disposition of commercial real estate in India.

Represented 50 member limited liability company in connection with negotiation and drafting of operating agreement with varying voting rights and distribution preferences for four classes of membership interests.

Regularly provide advice on choice of entity for start-up businesses; routinely draft shareholder, operating and partnership agreements for New York and Delaware companies.

Serve as outside general counsel to wide variety of New York and out-of-state companies, including companies in businesses such as graphic design, software design and sales, lighting, HVAC manufacturing, piping and welding, art distribution, handbag distribution, and substance abuse treatment.

Regularly represent corporate tenants in negotiation and documentation of New York commercial leases, including for office, retail, medical, and warehouse space and covering provisions involving options to renew and purchase.

Drafted license agreement between property owner and sports organization for nonexclusive use of portion of premises, including provisions regarding indemnification and at-will termination.

For Hong Kong-based toy exporter, negotiated and documented early termination of Flatiron District office lease.

Represented lessee in connection with lease of 28 acre manufacturing facility and option to purchase same.

Represented lessee in connection with lease of unimproved commercial lot and option to purchase same.

Represent New York City cooperative apartment corporation as outside general counsel, providing advice in respect of hiring and discharge of employees; actions on applications to purchase apartments; contracts and related papers in connection with capital improvement projects; and litigation issues in connection with Local Law 11 compliance.

Represent New York City condominium association as outside general counsel, providing advice in respect of foreclosure actions in connection with unpaid common charges; by-law provisions (including provisions relating to the exercise of rights of first refusal); and procurement of directors and officers and commercial general liability insurance.

Representing landlord/condominium association, negotiated, drafted and finalized four separate lease agreements relating to home furnishings, yoga, furniture and pharmacy tenants.

Provide advice to clients — including to condominium associations, cooperative apartment corporations, unit owners and shareholders/tenants — in respect of federal, state and city anti-discrimination laws and defense and prosecution of claims in respect of same.

For high net worth individuals or in connection with complex transactions, regularly represent purchasers and sellers of cooperative, condominium, townhouse and multi-family residences in New York City, in neighboring upstate counties, and on Long Island, resolving issues involving bank financing, defects in title, easements, soil contamination, certificates of occupancy, permits, and government tax liens.

Represented religious corporation in sale of Queens County real property; successfully prosecuted special proceeding required under Religious Corporations Law to obtain court approval for same.

Negotiated and drafted license agreements in respect of parking lot and driveway usage, focusing on provisions relating to at-will termination of license and insurance and indemnification issues.

Negotiated and drafted joint venture agreements regarding management and eventual sale of upstate and downstate residential income properties.

Regularly serve as local counsel to out-of-state or upstate lenders in connection with New York, Kings, and Queens County closings.