Emerging Companies & Technology Representative Matters

Company Formation and Structuring

Acting as general counsel in connection with the organization of start-ups in diverse industries, including telecommunications, internet services, biomedical devices, and automotive technologies and facilities management. Our role includes advice on choice of entity, company governance and capital structure, as well as tax-related issues.
Preparing of organizational documents and drafting of numerous shareholder agreements and LLC operating agreements.
Assisting companies in setting up their international corporate structures, including addressing various taxation issues.
Advising and assisting companies in implementing international restructurings, including sophisticated tax planning components.
Representing of a satellite base station and telecommunications facility company in connection with a corporate restructuring.
Representing a very large computer manufacturer in the restructuring of a number of its major real estate ownership joint ventures.
Forming of an investment partnership to own and operate income producing properties in South America.

Financing Transactions

Representing a U.S. based investment partnership in multiple acquisitions of equity interest in foreign technology companies
Representing a U.S. company in a series of transactions involving multiple convertible debt financings, taking the company public and acquiring control of a large foreign general merchandise distribution company
Representing companies in seed capital and later-stage financing rounds, including structuring, negotiation and documentation of the transactions
Representation of U.S. investors in connection with the creation of a limited liability company investment vehicle and preparation of the operating agreement and other documentation relating thereto

Acquisition and Sales Transactions

Representing a foreign manufacturing company in the sale of its overseas assets, including factories in Europe and South America
Representing U. S. based telecommunications company in the acquisition of a foreign wireless broadband technology company
Representing a U.S based manufacturing company in the sale of substantially all of its assets
Representation of a New York based investment partnership in connection with the acquisition of a block of shares from a Japanese seller in a privately owned Israeli technology company

Transactions and Commercial Agreements

Negotiation of Term Sheet, Memorandum of Understanding and License Agreement on behalf of automotive technology company with am Tier 1 automotive manufacturer
Prepared a complete set of commercial agreements for a foreign company in the “solid printer” business, including customer sales agreements, distribution agreements, warranty documents
Represented automotive technology company in the negotiation of semiconductor chip manufacture and supply agreements
Represented technology company in connection with various issues relating to the breach of a license agreement and possible theft of trade secrets by a large European company
Preparation of Service and License Agreement for the manufacture, marketing sale, distribution and provision of repair services for technology client
Prepared customer sales agreements and consumer licenses for technology companies in various fields
Prepared form vendor agreement for automotive vision systems technology company, including addressing numerous issues relating to product liability and insurance coverage

Litigation and Dispute Resolution

Represented a financial services software company and its principals in a dispute with minority shareholders. This multi-faceted litigation includes statutory oppression, dissenters’ rights and intellectual property misappropriation and fraud claims and counterclaims.
Representation of a United States automotive parts supplier in several litigations against Chinese companies and individuals that had misappropriated the client’s valuable manufacturing technology from factories built by the U.S. company in China. This series of matters involved the commencement and prosecution of a number of lawsuits in the United States against the offending Chinese nationals; and the negotiation of comprehensive settlement agreements with Chinese companies and their United States trade partners. One of these cases received considerable publicity as representing the first effective use of the United States Courts to enforce intellectual property rights misappropriated in China.
Represented a small Israeli technology company against a large U.S. semiconductor equipment manufacturer in a lawsuit in Northern California for theft of trade secrets and related claims. The technology at issue utilized software to optimize semiconductor manufacturing processes.
Represented an internet auction company in a dispute with a software programmer over intellectual property rights.
Represented of a satellite telecommunications company in the negotiated resolution of multiple disputes with various stockholders over share ownership.
Represented of a satellite telecommunications company in the resolution of disputes over share ownership with various stockholders
Represented a financial services software company and its principals in a dispute with minority shareholders. This multi-faceted litigation includes statutory oppressed shareholder and dissenters’ rights claims, as well as various additional claims between the parties.
Representation of a United States automotive parts supplier against a number of Chinese companies and individuals that had misappropriated the client’s valuable manufacturing technology from various factories built by the U.S. company in China. This series of matters involved the commencement and prosecution of a number of lawsuits in the United States against the offending Chinese nationals; and the negotiation of comprehensive settlement agreements with Chinese companies and their United States trade partners. One of these cases received considerable publicity as representing the first effective use of the United States Courts to enforce intellectual property rights misappropriated in China.
Represented U.S. subsidiary of a large foreign corporation in a litigation with its former chief executive regarding various claims of breach of employment agreement and age discrimination.
Represented United States manufacturing company in litigation with a Chinese company for theft of trade secrets
Representation of clients in the U.S. and South America in connection with various estate related claims involving United States and Israeli law.
Represented foreign company with process optimization technology in connection with a lawsuit in Northern California for theft of trade secrets against a large U.S. semiconductor equipment manufacturer
Representation of individuals in connection with a lawsuits against a brokerage firm for failure to follow instructions and lack of suitability in investment strategies