REAL ESTATE

Acquisitions & Dispositions
Our attorneys represent clients in the acquisition and disposition of a wide variety of real estate assets and loans. Our transactions have involved virtually every type of asset, including world class hotels and resorts, office buildings, casinos, restaurants, industrial projects, shopping centers, residential properties, and student housing complexes.

Real Estate Finance
We also represent lenders and borrowers in a wide variety of debt financing matters. Our attorneys have extensive experience structuring, negotiating and closing transactions involving senior, subordinate, and mezzanine debt, preferred equity, participating and convertible loans, “CMBS” conduit loans, full recourse loans, and construction loans.

Loan Workouts and Restructurings
The Firm has a broad range of experience representing lenders, borrowers and investors in nearly every type of workout matter across all asset classes, from loan modifications to multi-party capital stack restructures. We are often called upon to lead multi-disciplinary teams of lawyers in complicated workouts, working with litigation, bankruptcy, tax and corporate law experts.

Commercial Leasing
The Firm has substantial experience with a variety of commercial leasing transactions. Our attorneys have structured, negotiated and closed leasing transactions involving office, industrial, retail, entertainment, hospitality, and gaming assets.

Real Estate Funds
Our attorneys also have experience representing clients in the formation and management of various types of real estate funds. These transactions have involved real estate private equity funds, structured as both limited partnerships and REITs, categorized as value-added funds, property specific funds, and mezzanine loan funds.

CORPORATE

Mergers & Acquisitions
The Firm regularly represents buyers, sellers, and private equity firms in acquisitions and dispositions of both established and emerging businesses. We have significant experience in structuring and executing various types of M&A transactions, including domestic and cross-border transactions, stock sales, asset sales, joint ventures, exchange offers, restructurings, and other business combination transactions. Our combined experience also spans numerous industries, including biotechnology and life sciences, financial services, television/cable, e-commerce, internet telephony, manufacturing, healthcare, and hospitality and gaming.

Structured and Bank FinanceĀ 
The Firm has extensive experience representing issuers, underwriters, placement agents, master servicers and special servicers, originators, sellers, borrowers, credit enhancement providers and institutional purchasers relating to the securitization of residential mortgage loans (including home equity loans and home equity lines of credit), commercial and multifamily mortgage loans, manufactured housing loans, credit card receivables and leases and installment sales contracts. We have also represented clients in CDO transactions securitizing a variety of assets, including high-yield bonds, bank loans, project loans, asset backed securities, collateralized bond obligations (CBO)/collateralized loan obligations (CLO) debt and equity, perpetual floating rate notes, credit linked notes, common stock, stock index funds, synthetic securities, trust preferred stock and real estate assets.

The Firm regularly represents borrowers and lenders in secured and unsecured senior and mezzanine debt transactions. Our experience includes structuring and executing syndicated and single lender term and revolving credit facilities, leveraged acquisition financings, equipment and capital leases, and letters of credit.

We have also represented clients in connection with resecuritizations, whole loan sales, participation certificates, mortgage warehouse financings (both residential and commercial) and other similar transactions.

Securities Finance and SEC Reporting
The Firm’s attorneys have closed literally hundreds of securities finance transactions. Our experience includes advising investment banks, issuers, and investors in multiple sectors at every stage of the financing cycle, from start up to late stage venture capital and private equity and debt transactions, to private placements and public offerings of common and preferred equity, PIPE transactions, and convertible and high-yield debt financings. We also have significant experience advising clients on securities disclosure issues and preparing filings under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q, 8-K, and proxy statements.

Fund Formation

We have assisted clients with the establishment of various investment vehicles, including hedge funds, investment in “seed” investor arrangements, managed account arrangements, joint venture structures, funds for investment in subordinated commercial loans, mezzanine loans and subordinated CMBS, as well as in the purchase of commercial loans and participations, subordinated interests in CMBS, and interests in portfolios of commercial loans and other complex investment structures.

Corporate Counseling
The Firm regularly advises companies on a variety of general, day-to-day business law matters in the capacity of outside general counsel. This representation typically covers virtually all aspects of our clients’ business law needs, from fiduciary duty and corporate governance issues, to employment, intellectual property, vendor relationships and other commercial law needs. Our objective is to become an integrated part of our clients, partnering with and serving as, or as an extension to, our clients’ in-house legal departments. As a result, we are focused on bringing the highest level of attention, not only to significant transactional matters, but also to our clients’ compliance and legal issues.

DIGITAL MEDIA & ENTERTAINMENT

The Firm represents investors, film producers, athletes, celebrity brands, and media and gaming companies in a variety of business transactions in the entertainment, media, technology and gaming industries. The internet and the ease of distributing digital content have given rise to new online and digital entertainment companies. These new digital technology companies are also revolutionizing the way content is created, edited, produced and distributedā€”both for consumers and for large media companies. The firm advises these new companies and traditional entertainment companies which are expanding into new areas. We have extensive experience in structuring and executing financing, joint ventures, website and mobile application development and monetization, content and technology licensing, new media production and multi-platform distribution, joint ventures and strategic alliances, privacy and data security, co-marketing and co-branding, interactive advertising, e-commerce, branded entertainment, endorsements and sponsorships, online and mobile gaming, and contests and sweepstakes promotions.

Intellectual Property Licensing and Protection
The Firm’s licensing expertise helps technology companies and content owners extract maximum revenue from their proprietary IP by structuring and executing outbound license agreements utilizing fee models ranging from royalties and minimum guarantees, to complex revenue sharing arrangements involving distribution and advertising revenue, to acquisition of equity or warrants in the licensee. The Firm also has deep experience acquiring professionally produced content (including short-form and long-form music, television and motion picture content) from major media conglomerates for distribution via new media platforms, and acquiring software and attendant services from vendors providing cloud computing, development and hosting services, content distribution platforms, customer acquisition engines, payment processing systems and digital rights management measures. We provide thorough analyses of copyright, trademark, publicity and other intellectual property rights, and advise clients in connection with the protection of such rights (including domain names and trade secrets) in digital distribution channels.

Policy Development and Compliance
The Firm assists clients with the implementation and maintenance of terms of service, privacy policies, end user license agreements and other documentation setting forth end users’ rights and obligations with respect to clients’ digital properties. Our attorneys have extensive knowledge of privacy and data security laws and regulations governing the data collection that is essential to clients’ online, mobile and social media-based advertising, marketing and promotional initiatives. We evaluate client practices to assess liability risk, and tailor clear, concise policies to bring clients into compliance with legal requirements and industry best practices. We also counsel clients on matters arising from the Digital Millennium Copyright Act (DMCA), the Children’s Online Privacy Protection Act (COPPA), the Communications Decency Act (CDA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), and state and federal anti-lottery and anti-gambling regulations.

Outside General Counsel Services
The Firm offers efficient and cost-effective outside counsel services to clients (in particular, to start-up companies) in the entertainment, media and technology sectors. Our general counsel services include general corporate governance, content and technology licensing, vendor engagement and management, venture equity and debt financings, mergers and acquisitions, employment counseling, intellectual property protection, and business entity formation. For clients without an in-house legal department, we bring senior-level attention not only to significant transactional matters but also to such clients’ day-to-day commercial activities and legal issues.