May 2017

 

Corporate

SHIBOLETH LLP’s Corporate Group advises on global financial and commercial transactions, and specializes in corporate and securities laws, regulatory matters, transactional execution and legal issues on behalf of private equity funds, global companies, and investors. The group has extensive experience in mergers and acquisitions, private equity transactions, securities offerings and SEC reporting, commercial and corporate finance transactions, hi-tech and venture capital investments, joint ventures, formation of private investment funds and general corporate representation.

Alon Harnoy, Daniel Faizakoff, and Sabari Bagchi are representing a global hedge fund based in Malta that invests in frontier and emerging markets. Representation includes legal work relating to existing funds, as well as formation of new funds.

Alon Harnoy and Sabari Bagchi represented trèStiQue, an innovative cosmetics company, in its friends & family investment round. Alon Harnoy and Sabari Bagchi are representing a fund that invests in distressed bonds in its formation and launch.

Alon Harnoy and Sabari Bagchi are representing an owner of dental distribution business in the sale of the company to a group of investors.

Alon Harnoy and Sabari Bagchi are representing a Blackstone portfolio company sourcing investments in greenfield and operating global water infrastructure opportunities. Representation includes exploring investments in Latin America, Europe, and the United States.

Sabari Bagchi represented a Hong Kong-based recruitment firm servicing the technology sector in Asia in connection with a strategic investment in a California recruiting agency.

Alon Harnoy, Sabari Bagchi, and Danielle Comanducci are representing a Colorado-based marketing and advertising company in the cannabis industry in a convertible bridge financing round.

Sasha Bau and Danielle Comanducci are representing a client engaged in a food industry franchise. Representation includes advising the client in connection with U.S. franchise law compliance (including state registrations), real estate, corporate, employment, tax and intellectual property matters.

Sasha Bau and Danielle Comanducci are representing a real estate developer in connection with a series of real estate mezzanine and mortgage loan transactions, the aggregate amount of which exceeds $30,000,000.

Alon Harnoy and Sabari Bagchi are representing a maker of video games with respect to initial fundraising as well as governance among the members.

 

Litigation 

SHIBOLETH LLP’s Litigation Group represents clients in almost every type of commercial litigation and is involved in various litigation and arbitration procedures. Members of the litigation team have extensive experience in class actions; civil and business disputes of all types, such as contractual, misrepresentation and fraud claims; various corporate and banking disputes; technology-related disputes, including intellectual property litigation and confidentiality disputes; contentious wills and inheritance matters; property and construction disputes; employment disputes; and white collar crime investigations and prosecutions. Shiboleth LLP views mediation and alternative dispute resolutions (ADR) as an integral part of its litigation practice. The group advises clients on strategic options with respect to court action and when applicable recommends pragmatic alternative solutions.

Amnon Shiboleth, Sasha Bau, Joshua Levin-Epstein, and Daniel Goldstein are representing a client in a breach of contract and fraud dispute regarding a series of loan transactions with a bank based in Israel.

Daniel Goldstein is representing the owners of shares of a proprietary lease to an apartment in a Manhattan co-op in litigation against the co-op’s board of directors for restricting the sale or rental of the owners’ unit.

Alon Harnoy, Sasha Bau, Joshua Levin-Epstein, and Daniel Goldstein are representing a founder of a company in an arbitration with respect to enforcement of a voting agreement.

Amnon Shiboleth, Charles B. Manuel, Jr., and Daniel Goldstein are representing shareholders of a clean technology water company in a dispute involving its Chief Executive officer.

Sasha Bau represented a group of investors in connection with various claims resulting from an investment in multiple buildings in the New York metropolitan area. Representation included negotiation of a favorable settlement of claims with the promoter of the investment, including a return of the group’s investment.

 

Intellectual Property

SHIBOLETH LLP’s Intellectual Property Group offers a wide range of legal services in connection with the intellectual property (IP) management of our clients, including commercial structuring of IP rights, copyright protection, and trademark registration. We counsel our corporate and commercial clients on intellectual property planning and strategic development of IP rights. Our Group provides ongoing support to the firm’s Corporate Group in connection with global intellectual property matters, including licensing, due diligence of IP rights, and related transactional matters, such as digital media and electronic distribution, protection and enforcement of intellectual property and related rights, internet law and entertainment and media.

Sasha Bau and Danielle Comanducci are representing an international web-based educational company in connection with the prosecution and maintenance of its 100+ trademark portfolio in the US and with the prosecution and registration of its international trademark portfolio in 17 countries around the world. Representation also includes advising the client on a wide variety of privacy issues, including compliance with the Children’s Online Privacy Protection Act (COPPA) and the Family Educational Rights and Privacy Act (FERPA).

Sasha Bau, Alon Harnoy, and Danielle Comanducci are representing a financial industry client in connection with trademark and website domain matters.

 

Real Estate

SHIBOLETH LLP’s Real Estate Group is engaged in all areas of real estate, including with regard to entrepreneurship, design, development, construction and marketing of projects of all types. The group advises real estate entrepreneurs and development companies, industrial companies, franchisees of national infrastructure projects, local and international private clients, Israeli companies or entrepreneurs investing in real estate in New York, high-tech companies and various other companies requiring legal advice on real estate issues.

Sasha Bau and Danielle Comanducci are representing a group of domestic and foreign lenders, including offshore lenders, in connection with a series of mortgage refinancing transactions and construction loans exceeding $19,000,000. Representation includes advising the clients on financing and tax matters, negotiating the terms of the agreements, and conducting various stages of due diligence and the closings.

 

Tax, Trust and Estates

SHIBOLETH LLP’s Tax, Trust and Estates Group provide advice with respect to income, gift and estate tax issues as well as trust and estate issues. With respect to income tax issues, the Group advises on a variety of local and international transactions, including cross border mergers, acquisitions and investments, real estate acquisitions and municipal laws, and financing and restructuring transactions.

Rick Wender and Alon Harnoy advised a US citizen client working overseas to restructure his employment relationship so as to avoid being liable for both US social security and Medicare taxes as well as similar taxes in the country in which he worked.

Rick Wender and Sasha Bau assisted two controlling members of the same LLC by which one member loaned the other member a sizable sum of money secured by the debtor member’s interest in the LLC and to be repaid by LLC distributions to the debtor member. The structure strove to insure that the loan would be respected by the tax authorities and would not be re-characterized as a taxable sale of the membership interest from the debtor to the creditor.

Rick Wender assisted a wealthy client, who anticipated family objection to the proposed disposition of his estate, a sizable portion of which would go to charity rather than the family members, by preparing a revocable living trust. By using the format of a revocable living trust, Rick was able to insure that his family members would not take control of his assets in the case of any disability and help shelter the proposed bequests from challenges in probate court at the time of the client’s passing.

Rick Wender, as executor of a decedent’s will, assisted in brokering a settlement between the deceased client’s children, from two different marriages, and prepared and facilitated the execution of a settlement agreement between them, avoiding the costs and aggravation of probate litigation.

Rick Wender and Danielle Comanducci, have, on behalf of an estate trust beneficiary, filed a turnover petition with the Surrogate Court to compel an executor to distribute the bequest to the beneficiary in the face of the executor’s refusal to relinquish control of the asset.

Rick Wender and Lilach Chemtob prepared for an overseas client, who inherited US real estate, an advantageous structure for holding the real estate that both minimized income tax and provided a possible exemption for US estate tax.

Rick Wender and Lilach Chemtob are advising members of an extended family of US citizens living abroad to file voluntary disclosure applications with the IRS related to their failure to report foreign income and foreign bank accounts to the US authorities. They aim to be able to provide a narrative to the tax authorities by which the penalty to be imposed on the family members would be reduced from 27.5% to just 5%.

Rick Wender and Rip Gajjar are assisting an individual who is neither a US citizen nor a US resident. She is the majority owner of a highly successful LLC operating in the US. She works full time on behalf of the LLC, approximately 35% in the US and 65% overseas. They have restructured her compensation structure within the LLC so as to exempt from US taxation more than 50% of the income which previously was subject to US tax.

Rick Wender and Rip Gajjar are assisting a client by updating documents related to the client’s charitable foundation to funnel family money into the foundation both to fund charitable causes in his wife’s memory and as a mechanism to obtain a charitable contribution deduction and reduce his income tax liability.

Rick Wender and Danielle Comanducci are representing a trustee of a qualified terminable interest property (QTIP) trust in connection with various court proceedings involving claims of executor breach of fiduciary duties, failure to make distributions of legacy and improper accounting.

 

Creditors’ Rights and Bankruptcy

SHIBOLETH LLP’s Creditors’ Rights and Bankruptcy Group has extensive experience in complex cases and has been involved in domestic and international corporate restructuring and bankruptcy matters in numerous industries. We represent business clients in debt restructurings, bankruptcy cases, creditors’ rights matters, litigation and related finance, mergers and acquisitions, and other corporate transactions throughout the world. Our attorneys have been engaged in representation of debtors, foreign subsidiaries, and foreign representatives, acquirers of assets of troubled companies, secured lenders, financial institutions, unsecured creditors, landlords and creditors’ committees in all phases of bankruptcy proceedings.

Joshua Levin-Epstein represents one of the largest creditors in In re: Wave Systems Corp. pending in the United States Bankruptcy Court for the District of Delaware.

Joshua Levin-Epstein represents a warehouse tenant in In re: Universal Logistics Group, Inc. pending in the United States Bankruptcy Court for the District of New Jersey.

Joshua Levin-Epstein recently obtained a favorable settlement for a defendant in an adversary proceeding in In re Fine Diamonds LLC pending in the United States Bankruptcy Court for the Southern District of New York.

Joshua Levin-Epstein represents a trade creditor in a debtor’s out-of-court restructuring.

Joshua Levin-Epstein represents a trade creditor in a case pending in New York Supreme Court.

Joshua Levin-Epstein represents a judgment debtor in the enforcement of a foreign money judgment pending in New York Supreme Court.

Joshua Levin-Epstein lectured before the Foreign and International Law Committee of the New York County Lawyers Association on the topic of the enforcement of foreign money judgments.

 

Not For Profit

SHIBOLETH LLP’s Not For Profit Group offers a wide range of legal services for public charities and private foundations including: setting up corporate structure, obtaining the tax exempt status under 501(c)(3) of the Internal Revenue Code, registration with New York Attorney General, corporate governance and advising clients on related matters.

Sasha Bau and Danielle Comanducci are representing a not-for-profit organization involved in promoting and supporting the interests and alumni of a global organization dedicated to educating and inspiring for peace through building inter-cultural friendship, cooperation and understanding. Representation includes advising the client with respect to obtaining 501(c)(3) tax exempt status and other matters.

Sasha Bau and Danielle Comanducci are representing a not-for-profit organization involved in promoting and supporting the conservation, development and protection of nature, landscapes, open spaces, and heritage sites in Israel. Representation includes advising the client with respect to issues relating to the indirect provision of funds to foreign government funded organizations, obtaining 501(c)(3) tax exempt status and other matters.