Cases
Representative Matters: Represented iAnthus Capital Holdings, Inc. as U.S. counsel in connection on employee benefit matters with its all-stock merger agreement with MPX Bioceutical Corp., offering equity consideration to MPX shareholders valued at $1.6 billion. The agreement - which is still subject to shareholder approval - represents the first public to public merger in U.S. cannabis history.
Represented Newport Credentialing Solutions, LLC, a leader in cloud-based credentialing
provider enrollment software
services, with respect to employee benefit
executive compensation matters, in its acquisition by TractManager, Inc., the healthcare industry's largest supplier of strategic sourcing
contract lifecycle management (CLM) solutions.
Represented Intermarket Communications, Inc., a New York strategic communications consultancy, on employee benefit matters in its sale to Lansons Communications LLP, a leading London independent reputation management consultancy, to form an entity (Lansons Intermarket) with a combined annual fee income of about 13 million ($17 million). Lansons acquired an initial 51% of Intermarket in cash with the remaining 49% stake to be purchased in two additional tranches over the next three years based on business performance.
Represented Enumeral Biomedical Corp. in closing an alternative public offering, allowing the company to raise $21.5 million in a private placement financing in connection with a reverse merger into a publicly held company.
Represented Monteco Ltd.
Green Turtle Americas Ltd., a leading provider of composite wastewater pretreatment solutions for commercial, institutional
industrial applications, in the acquisition by Zurn Industries, LLC of Green Turtle
two related Canadian businesses.
Represented with respect to employee benefit matters a clean technology company in the sale of the stock of a stormwater treatment company to a civil engineering site solutions company.
Counsel to public company with regard to executive compensation matters, proxy disclosures
CD&A, tax compliance with Code Section 162 (m), development of omnibus compensation programs, employment agreements
deferred compensation plans.
Counsel to Norwegian company on disposition of all North American employee benefit arrangements in connection with the merger of its soft alloy extrusion business into a newly-created joint venture. The new joint venture created the world's largest aluminum profile company with annual sales of approximately $4.5 billion
12,000 employees.
Counsel to pension funds sponsored by a major utility with regard to plan investments in private equity funds, considering ERISA plan assets
prohibited transaction issues.
Counsel to a national insurance company in its $1.75 billion successful hostile tender offer for target insurance company. Developed strategy for payoff of existing ESOP securities acquisition loans
consequent release of appreciated securities to ESOP participants. The resulting increase in ESOP account values triggered corporate trustee
participants to vote allocated
non-allocated ESOP shares in favor of the takeover.
Counsel to a major pension fund investment manager on fiduciary issues pertaining to the plan asset regulations, consultation has involved co-investor
fund of fund issues arising in connection with private equity funds
the creation of VCOC, REOC
QPAM structures.
Counsel to a national insurance company on a fiduciary policy claims by its insureds relating to employer stock fund decline in corporate 401(k) plan. Fiduciary policy claims followed settlement of securities law violations litigation for more than $100 million. Through statistical analysis, demonstrated damages claimed by participants was without significant merit. The class action fiduciary litigation case settled without any policy payment.
Counsel to a national drug company in a multi-employer pension plan withdrawal liability litigation. By structuring the initial assignment of leases to come within ERISA Section 4204(a) as a sale of assets, the national drug company avoided any withdrawal liability assessment. This determination was upheld by the U.S. Court of Appeals for the Seventh Circuit.
Counsel to an international newspaper conglomerate on all employee benefit plan matters including those arising in connection with the acquisition
disposition of its subsidiary businesses. The firm also provided counsel on the structuring of its qualified plan arrangements under separate line of business rules.
Counsel to the unsecured creditors committee in a Chapter 11 bankruptcy proceeding for a national manufacturing conglomerate which sponsored one of the top 50 underfunded defined benefit plans in the United States. Successfully negotiated to reduce the priority status
value assigned to the competing claims of the Pension Benefit Guaranty Corporation.
