Litigation and Arbitration --

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.

Represented Portuguese corporation seeking damages for failure of French bank to honor standby letter of credit in the amount of $11.3 million. Sovena Portugal - Consumer Goods, S.A. v. BNP Paribas S.A. (Sup. Ct. N.Y. County)

Represented German bank in an action seeking contractual indemnification in the amount of $6.2 million for its role as agent to a lending group under a debtor-in-possession credit agreement. As part of the successful representation, OP prevailed in two appeals before NY's Appellate Division, ultimately reversing a lower court's grant of summary judgment in favor of defendants and having summary judgment rendered in favor of its client. Deutsche Bank AG v. Tri-Links Investment Trust et al., (Sup. Ct. N.Y. County)

Defending energy company against claims by oil company for alleged delivery shortages of crude oil transported through client's North American pipeline system. The oil company is seeking $2.5 million in damages. Sunoco, Inc. v. Enbridge Inc. et al. (Sup. Ct. N.Y. County)

Represented an area franchisee of an international franchisor and its president against claims 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)

Represented a leasing and financial services company in the prosecution of its claims of more than $2 million for breaches of equipment lease financing agreements and associated guaranties. On behalf of its client, OP successfully 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.)

Defending investment firm against claims brought by investment bank and M&A advisor seeking a success fee for the sale of collateral management rights relating to securitizations representing up to $6.8 billion of assets under management. Berkshire Capital Secs. LLC v. Cohen & Co. (Sup. Ct. N.Y. County)

Defended Mexican companies in suit brought by financial advisory arm of broker-dealer against claims for $1.5 million in fees purportedly owed in connection with a Mexican corporation's sale of assets. Trump Secs. LLC. v. Proveedores Y Maquiladores S.A. de C.V. et al (S.D.N.Y.)

Representing broker-dealer for fees owed in connection with the triggering of a right of first refusal brought about by the BD's efforts in procuring a purchaser for $4.6 million in common stock of a private company. SecondMarket, Inc. v. AB Living Trust et al. (Sup. Ct. N.Y. County)

Defended financial services firm in claims by investment fund for breach of contract in connection with a failed bid to purchase a portfolio of 10,000 structured loans. Distressed Asset Fund I, LP v. Diversified Business Strategies, LLC (S.D.N.Y.)

Defended Massachusetts-based mutual fund company in action by estate for improper transfer of securities held in investment accounts in reliance on signature guaranties. Velie, et al. v. MTB Group of Funds et al. (Sup. Ct. N.Y. County)

Acting as co-defense counsel for oil and gas company against claims for $140 million in damages for purported breaches of contract, tortious interference with contract, unjust enrichment, and unfair competition in connection with exploration rights to a Kazakhstan oil and gas field. Sokol Holdings, Inc. v. BMB Munai, Inc. et al. (S.D.N.Y.)

Acted as special litigation counsel in defense of an action involving an alleged $11.5 million post-closing balance sheet dispute over the valuation of deferred tax assets. E*Trade Financial Corp. et al. v. Deutsche Bank AG (S.D.N.Y.)

Acted as special litigation counsel for defendant in connection with claims for breaches of a license agreement involving property rights licensed by the Rolling Stones. RST (2005) Inv. v. Research in Motion Ltd. (S.D.N.Y.)

Defending former officer of Lehman Brothers, Inc. against claims by Aetna Life Insurance Company seeking $44.5 million in damages for actions allegedly taken before the Lehman bankruptcies. Aetna Life Ins. Co. v. Appalachian Mgmt. et al. (Sup. Ct. N.Y. County)

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 for breach of fiduciary duty, fraud, conversion, and breach of contract. Christiansen v. Lottie Firenze, Inc. et al. (Sup. Ct. N.Y. 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.)

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.)

Defending collateral manager and purported seller against claims of fraud, negligent misrepresentation, breach of fiduciary duty, and breach of contract arising from sale of $79 million of collateralized debt obligations. Federal Deposit Ins. Corp. v. The McGraw-Hill Cos. et al. (S.D.N.Y.)

Defending Portuguese bank and its U.S. subsidiary against claims brought by private banking client under Section 10(b) of the Securities Exchange Act and Section 206 of the Investment Advisers Act. Horvath v. Banco Comercial Português, S.A. and Millennium bcpbank, N.A., (S.D.N.Y.)

Co-defended former director of public company against claims of fraud and negligent misrepresentation concerning the company's financial condition. OP and its co-counsel were successful in having the complaint dismissed against their client. Aurelius Capital Master, Ltd. et al. v. Stockman et al. (Sup. Ct. N.Y. County). OP also acted as co-counsel in the defense of the client in a parallel enforcement action brought by the Securities and Exchange Commission which was resolved by a consent judgment. SEC v. Collins & Aikman Corp. (S.D.N.Y.)

Co-defended state government and several of its elected and appointed officials in claims arising from investor losses in retirement and savings accounts. OP and its co-counsel were successful having the complaint dismissed against their clients. Alkow et al. v. Pearlman et al. (S.D.N.Y.)

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

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 the securities laws, and for claims of fraud, breach of fiduciary duty, and breach of contract seeking $7.5 million in losses and an amount of punitive damages. OP's successful defense resulted in the claims against its client being dismissed.

Defended broker in an NASD arbitration brought by a former client for violations of the securities laws, and claims of fraud, breach of fiduciary duty, and breach of contract.

Defended broker dealer in FINRA arbitration against investors for actions taken by BD as placement agent in Regulation D private offering. Claims were brought under the federal securities laws and for fraud, breach of fiduciary duty, and breach of contract.

Represented financial services firm in action seeking $72 million in damages from subprime loan originator for breaches of representations and warranties contained in loan purchase agreements. Franklin Credit Mgmt. Corp. v. WMC Mortgage LLC (Sup. Ct. N.Y. County)

Represented financial services firm in action seeking $8 million in damages from subprime loan originator and its guarantor for failure to repurchase early payment default loans in breach of loan purchase agreements. Franklin Credit Mgmt. Corp. v. Decision One Mortgage Co. and HSBC Finance Corp. (Sup. Ct. N.Y. County)

Represented real estate investment company in action seeking damages for breaches of representations and warranties in loan purchase agreement. JEA Credit Opportunities Trust v. Citigroup Global Markets Realty Corp. (Sup. Ct. N.Y. County)

Defending mortgage loan originator and its loan servicer against predatory lending and Civil RICO claims brought by mortgagor. Crawford v. Franklin Credit Mgmt. Corp. et al., (S.D.N.Y.).

Defending former president of financial placement company against claims for unpaid commissions by a terminated former account executive based on claims for breach of contract, and claims under N.Y. Labor Law and the Business Corporation Law. Arbeeny v. Kennedy Executive Search, Inc. (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)

As part of a co-defense, OP defended a 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 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 construction management consulting firm in claims brought by former employee. OP's representation resulted in all claims against its client being unconditionally withdrawn. Connolly v. David J. Spector & Assocs., Inc. et al. (Sup. Ct. N.Y. County)

Defended web-based real estate sales support and management company in an arbitration brought by its former chief technology officer for a purported breach of his employment agreement. (American Arbitration Association - New York)

Acted as special appellate co-counsel in an appeal before the Second Circuit Court of Appeals and the New York Court of Appeals. OP's and its co-counsel's efforts lead to New York's highest court recognizing that all employees, including executives and highly compensated individuals, are protected by New York's unlawful wage deduction statute. Pachter v. Bernard Hodes Group, Inc. (2d Cir.)

Defended 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.)

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 thousands of 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.)

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

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. (Sup. Ct. Kings County)

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. (Sup. Ct. N.Y. County)

Represented co-op in action under New York Real Property Actions and Proceedings Law § 881 and obtained license for client to enter onto adjoining premises (including air space of premises) to perform repairs and erect and maintain sidewalk bridge. 150 Joralemon St. Owners Corp. v. Greeley (Sup. Ct. Kings County)

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.

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

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.