Areas of Practice

Agriculture

Long Island is home to many agricultural businesses, including vegetable, livestock and organic farms, greenhouses, sod farms, wineries, vineyards, agritourism and aquaculture. We help these businesses with their legal transactions, including organization and succession planning, purchases and sales, financing, consulting, employment and operational matters.

Business Formation and Succession Planning

We help clients to identify and form the proper business entity to meet their needs, including limited liability companies (LLCs), corporations, partnerships and joint ventures. We also prepare organizational documents, such as corporate charters, bylaws, board and stockholder resolutions, stock ledgers, operating agreements, shareholder and buy-sell agreements, and certificates.

Commercial Transactions

Businesses are generally required to enter into various types of agreements with customers, vendors, employees, consultants, landlords, service providers and others. We help our clients to negotiate and prepare these contracts, including government contracts.

Corporate Finance

Businesses need money in order to operate. Initially, a company's stockholders may contribute capital to the venture in the form of capital contributions, stock purchases or loans. Clients may also benefit from outside sources of debt and equity financing, such as banks and other commercial lending institutions, as well as venture capital, private investors and the public securities market. We help our clients to negotiate and document all of these financing transactions in compliance with applicable laws.

Corporate Governance

We advise our clients on how best to comply with applicable corporate governance requirements under state and federal law. These include documenting annual and special stockholder meetings, meetings of the Board of Directors and Board committees and other corporate actions, and preparing charters for Board committees. We also prepare corporate policies relating to codes of ethics, business practices, insider trading, director nominations, communications with stockholders and other corporate governance matters.

Employment & Compensation Agreements; Stock Plans & Benefits

We advise and represent management, company executives and employees in negotiating and drafting employment and compensation agreements. We also prepare employee stock option, incentive and bonus plans for public and private companies of all sizes.

Licensing & Intellectual Property

Our attorneys have extensive experience in drafting and negotiating licensing agreements for intellectual property and other rights, and have represented clients in the entertainment and sports industries, including print media, cable television, broadcasting and internet distribution. We have also represented technology companies as licensors and licensees of hardware and software technology.

Mergers & Acquisitions

We advise and represent clients seeking to sell their businesses or assets, acquire other businesses and assets, or to merge or enter into joint ventures with other parties. Our services include due diligence, structuring, negotiating and documenting the transaction and advising on specific matters that may arise.

Securities Law

We help public companies to comply with their reporting and disclosure obligations under federal and state securities laws, and with stock exchange and Nasdaq rules and listing requirements. We have represented clients in public and private offerings of securities under the 1933 Act, and in complying with their ongoing reporting obligations under the 1934 Act.

Our practice includes securities offerings under Regulation D of the 1933 Act, and we prepare and file SEC registration statements, annual and quarterly reports on Form 10-K and Form 10-Q, proxy statements and other SEC documents. We also advise clients on compliance with the SEC's short swing profit and insider trading regulations, and prepare Form 4s, 144s and other documents on behalf of company stockholders.

Commercial Mediation and Dispute Resolution

We offer our expertise in corporate law, commercial transactions and securities regulation to help resolve all types of business disputes, including those involving contracts, investors, governance, formation and dissolution of business entities, mergers and acquisitions, employment, compensation, licensing, SEC and stock exchange matters. Through mediation, we seek to assist parties in identifying constructive and cost-effective solutions that preserve their ongoing business relationships.