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Experience
  • Cannabis

    Counseled a client in preparing for obtaining an industrial hemp growing license, including citing, materials, and an agriculture application.

  • Cannabis

    Assisted with real estate leasing and property options for facilities, including production for CBD isolates. 

  • Cannabis

    Assisted with an NY Department of Agriculture & Markets, Plant Industry Division application for authorization to process hemp on behalf of a wholly owned subsidiary. 

  • Cannabis

    Assisted client in applying for and obtaining registered organization status as one of the first five registered organizations authorized to grow, produce, and distribute in NYS under the NYS Compassionate Care Act. Continuing working on maintaining status and assisting with regulatory compliance. Researched pharmaceutical-grade honey for use in a medical lozenge. Handling facility issues.

  • Cannabis

    Represented a client in a dispute over the ownership of a medical marijuana licensee, resulting in a nearly $1 million buyout.

  • Cannabis

    Drafted an agreement to purchase industrial hemp biomass for a cannabinoid-products company.

  • Cannabis

    Assisted a client's wholly owned subsidiary in submitting a NY Department of Agriculture & Markets, Plant Industry Division application for authorization to process hemp, resulting in successful licensure.

  • Cannabis

    Counseled and assisted a professional athlete regarding his investment and involvement in a cannabis business, including disputes with business partners and with a sport governing body.

  • Cannabis

    Assisted an industrial hemp client with the purchase of a $4.5 million facility to use for state-wide hemp processing, including obtaining various license approvals and collecting letters of support from local and state government officials.

  • Cannabis

    Created a NY LLC that can acquire, possess, manufacture, sell, deliver, transport, distribute, and dispense marijuana for certified medical use.

  • Cannabis

    Advised a client on regulatory constraints regarding employing felons in a hemp business.

  • Cannabis

    Negotiated a facility lease for a hemp processing manufacturer.

  • Cannabis

    Advising a client on the tax implications of operating an industrial hemp business, including analyzing Section 280E of the Internal Revenue Code.

  • Cannabis

    Obtained regulatory approval to consolidate a client's indoor and outdoor hemp cultivation and to relocate operations to the client's investment property. Also assisted the client with environmental issues pertaining to the property acquisition.

  • Cannabis

    Serves as general and regulatory counsel to a cannabis business client, including preparing and submitting its successful state licensing applications for its authorization to grow hemp.

  • Cannabis

    Successfully negotiated an industrial hemp agricultural forward agreement involving the purchase of over $1 million of NY-grown hemp biomass cultivated during the 2019 growing season.  

  • Commercial Litigation

    Defended Oneida Indian Nation Police Department officers in an excessive-force lawsuit filed in federal court. Obtained complete dismissal of the case on summary judgment after discovery.

  • Commercial Litigation

    Represented a municipal client whose competitor sued to invalidate a public-property lease the client had entered into with a for-profit enterprise on the basis of statutory and constitutional grounds. The firm cross-moved for judgment, successfully obtaining a denial of the competitor's motion with the court granting the client's cross-motion and dismissing the case.

  • Commercial Litigation

    Obtained a highly favorable settlement for a coalition of NYS transportation-related businesses in a lawsuit against the NYS Workers’ Compensation Board. The coalition was comprised of former members of a group self-insured trust that was fraudulently formed and unscrupulously managed, leading to the insolvency of the trust. The clients alleged the “deficit assessment” issued by the board against the members violated both procedural and substantive due process, several statutory provisions, and common law. Obtained successful motions for stay of enforcement and partial summary judgment and settled related third-party litigation with no exposure for the clients.

  • Construction & Surety

    Obtained summary judgment dismissal of a complaint against a commercial real estate developer and local industrial development agency that sought to foreclose a mechanics’ lien for over $250,000.

  • Corporate

    Represented a music distribution and licensing company in the $2.5 million sale of its business assets, including intellectual property and other proprietary rights in various recordings and musical compositions.

  • Corporate

    Served as outside general counsel to a Buffalo eDiscovery and litigation support company in its $350,000 acquisition of an Ohio-based eDiscovery business.

  • Corporate

    Served as outside general counsel to a Buffalo eDiscovery and litigation support company in its $100,000 acquisition of a graphic design and printing company.

  • Corporate

    Served as counsel to a perfume and cologne manufacturer regarding its $5 million sale of assets to a private equity-owned distributor of flavor and fragrance ingredients.

  • Corporate

    Served as counsel to a selling shareholder in a $2.7 million buyout of equity in a heating and cooling equipment company and affiliated entities and negotiated the related consulting agreement.

  • Corporate

    Served as outside general corporate counsel to a safety equipment distributor regarding negotiating and preparing an asset purchase agreement in which the client purchased inventory and intellectual property worth $3.3 million from a safety equipment distribution company in Pennsylvania.

  • Corporate

    Served as outside general counsel to a regional commercial trucking business and business owners in the $2 million sale of the business and handled the related real property and employment of the selling business owners. 

  • Corporate

    Represents an airline software operations start-up in connection with its entity formation, corporate structuring, and $1.25 million series seed raise.

  • Corporate

    Represents a stainless-steel-processing equipment manufacturer and certain members of its closely held ownership in a $10 million shareholder dispute and corporate dissolution action involving competing allegations of corporate misconduct, misappropriation of property, financial irregularities, and other shareholder and fiduciary claims.

  • Corporate

    Served as general outside counsel to a development company regarding the acquisition of a facility in Binghamton, New York, as well as financing the facility renovation through traditional construction financing and through the sale of federal and state historic tax credits and obtaining state and local assistance. Handled real property title issues, appropriate historic designations, and the negotiation of the master lease and other equity considerations to facilitate the financing.

  • Corporate

    Serves as counsel for a medical device start-up in connection with its $3 million Series B Regulation D, Rule 506 accredited investors equity round. Also served as counsel in its $3.6 million Series A round. The Series B round involves the preparation of various documents, including pre-emptive rights notices, an amended and restated operating agreement, subscription agreements, authorizing resolutions, and the creation of a post-funding equity incentive plan. 

  • Corporate

    Served as general outside counsel to a software company regarding the $10 million sale of 100 percent of its equity interest to a member-focused construction association.

  • Corporate

    Represents a liquor distillery in connection with its entity formation, corporate structuring, and $300,000 series seed raise.

  • Corporate

    Represents an international supplier of injected molded parts with manufacturing facilities in the United States, Mexico, and China regarding its general corporate and contract requirements.

  • Corporate

    Represented a national electrical distribution services provider to major festivals, sporting events, concerts, and tradeshows in the $3.46 million sale of its business assets to a DE LLC.

  • Corporate

    Served as general outside counsel to a nursing home and rehabilitation center regarding the acquisition of the operating assets of another residential nursing home and rehabilitation center and related real property located in New York City as well as the financing of the acquisition, including title matters and restrictions, required NYS Department of Health and Attorney General approvals, and the client acting as a receiver for the subject facility with the consent of the DOH.

  • Corporate

    Served as outside general corporate counsel to a commercial cooling, heating, and ventilation systems manufacturer in acquiring $1 million business assets from a NY wholesale air conditioning supplies company.

  • Corporate

    Represented a NY industrial automation components and equipment distributor in the $2.3 million sale of its business assets to a NJ company.

  • Corporate

    Served as outside general counsel to a purchaser in the acquisition of firearm magazine-loading technology and intellectual property rights and served as issuer counsel in the related $600,000 Regulation D private placement fundraising round.

  • Corporate

    Represented a purchaser in its $408,000 acquisition of a local grocery store franchise and related assets.

  • Canada-US Cross-Border

    Served as local NY counsel to a Canadian client in a $9.4 million cross-border acquisition of a food manufacturer and related real estate.

  • Corporate

    Served as outside general counsel to a purchaser in the $500,000 acquisition of a gun-care-products company and related intellectual property rights.

  • Corporate

    Served as general outside counsel to a NY-based owner-operator of post-acute health care facilities regarding the $10 million acquisition of a nursing facility in Brockport, New York, and the acquisition financing, including title matters and restrictions and required NYS Department of Health and Attorney General approvals.

  • Corporate

    Represents an international manufacturer of frozen Italian food products regarding its day-to-day corporate and contract requirements.

  • Corporate

    Represented multiple practicing neurological-surgeon entrepreneurs and advised them in connection with their respective ventures, including the commercialization, protection, and subsequent monetization and licensing of their medical-tech intellectual property.

  • Corporate

    Served as counsel to a custom antenna manufacturer involved in positive train control and covert surveillance in its corporate restructuring, ownership change, negotiation of employment agreements, and tax planning.

  • Corporate

    Served as counsel to veteran-owned, regional construction cost estimators in the $2 million acquisition of a nationally known cost consulting firm. Also handled formalized business succession planning and employment matters. 

  • Corporate

    Served as company and shareholder counsel in a tuxedo rental company's $1 million sale of assets to a Pennsylvania acquirer. 

  • Corporate

    Served as counsel to a majority purchaser group in the $7.2 million acquisition of a Rochester-based manufacturer's sales representative for industrial heating, cooling, and generators and affiliated entities.

  • Corporate

    Served as counsel to a perishable foods broker and marketing company in a $3 million-plus earn-out asset sale and real property lease to a nationwide firm. 

  • Corporate

    Served as outside general counsel to an insurance agency in its $2 million acquisition of a Rochester-area insurance agency and the related property lease.

  • Corporate

    Served as outside general counsel to an insurance agency in its $2.7 million acquisition of two affiliated Rochester-area insurance agencies and the related property lease.

  • Cannabis

    Represents a NYC cannabidiol (CBD) products start-up in connection with its entity formation, corporate structuring, and $750,000 series seed raise.

  • Canada-US Cross-Border

    Served as outside general counsel to a US online test proctoring company in a $5.1 million Canadian cross-border asset sale.

  • Canada-US Cross-Border

    Represents a Canadian distributor of orthotic footwear regarding its US expansion and operations.

  • Canada-US Cross-Border

    Represented a US esports company in its Regulation D, Rule 506 private placement fundraising rounds and subsequent $25 million cross-border stock sale to a Canadian purchaser.  

  • Canada-US Cross-Border

    Represented a hospitality software business in its $16.6 million sale to a leading provider of software and services.

  • Corporate

    Represented an international facilities management company in its $45 million acquisition by merger of a janitorial commercial cleaning servicer.

  • Corporate

    Served as general outside counsel in financing a transaction that included equity rights to Orion Energy Partners, LP, a specialized venture capital group that provides financial assistance to energy-related industries. Relevant issues included real property title, environmental, and intercreditor agreements.

  • Corporate

    Served as counsel to a concrete manufacturer and seven affiliated entities in the $40 million sale of substantially all assets to a building materials and aggregates supplier, handling complex environmental and permitting issues connected to the sale of multiple quarries and greenfield sites.

  • Corporate

    Served as outside counsel to a residential health care facility operator in the $7.5 million sale of a facility and related real property.

  • Corporate

    Served as outside general counsel to a performing provider system (PPS) in the acquisition of a Rochester-area regional health home network.

  • Corporate

    Served as counsel to a NY Regional Health Information Organization (RHIO) in its merger with another RHIO that doubled the scope of the client's service base.

  • Corporate

    Served as outside general counsel to a WNY behavioral health provider in its merger with a regional child and adolescent behavioral health provider and in obtaining related regulatory approvals.

  • Corporate

    Served as outside general counsel to a regional pharmacy, pharmaceutical products, and long-term and assisted living consulting company in a $14 million sale of assets.

  • Corporate

    Served as outside general counsel for nursing home facilities and related sellers in a $45 million multi-year, progressive equity sale of nursing home entities and in the NYS Department of Health (DOH) regulatory approval process.  

  • Corporate

    Counseled a private liberal arts college on its overseas program, including relationship-building and documenting agreements for the provision of educational instruction at partner institutions overseas.

  • Corporate

    Represented an India-based venture capital investor investing in US technology companies.

  • Corporate

    Represented a manufacturer of air-pollution-control devices for the petroleum refining and marine industries regarding its general contract requirements with companies from Nigeria, Mexico, France, China, and Singapore.

  • Corporate

    Represented a specialized dairy transport company in its $2 million sale of stock to a large Malaysian trucking firm.

  • Corporate

    Represented a Spanish renewable energy provider regarding the restructure of its and its affiliates $27 million in loans, converting a portion into an equity investment and restructuring the balance. Retained by the client's primary counsel to work through the labyrinth of the borrower’s US companies and their charter documents as well as existing loan and security documents so as to effectuate a restructure. Also enforced collateral position when the borrower defaulted on the restructured loan.

  • Corporate

    Served as outside general corporate counsel to a safety equipment distributor in its $3 million acquisition of a safety equipment distribution company in Indiana.

  • Corporate

    Represented a principal and a long-standing local business in the sale of the principal's 100 percent membership interest, negotiating the sales contract and consummating the entire transaction, including financial assumptions, vendor consents, and negotiating a new lease and employment contract. The result of the transaction assured the orderly transition of the company to another entity and the continuation of the company for the benefit of the community and the employees.

  • Corporate

    Served as outside general counsel to sellers in a $15 million sale of 25 Burger King restaurant franchises and related business assets to an Oklahoma purchaser.

  • Corporate

    Served as outside general counsel to a purchaser in the acquisition of Oklahoma taco restaurant franchises and related business assets collectively valued at $2.8 million.

  • Corporate

    Represented an individual in his $2 million sale of interest in a car dealership franchise that involved sensitive environmental issues and took over three years to complete, including negotiating all transaction documents.

  • Corporate

    Served as general outside counsel to a hydroelectric power project owner and developer regarding the $80 million acquisition of several hydroelectric facilities located on Maine’s Kennebec River. Handled real property title issues, obtaining necessary approvals of the assignment of US Federal Energy Regulatory Commission (FERC) and state regulatory licenses, and labor union issues as well as the pre-closing investigatory process with regard to potential environmental and regulatory issues and post-closing issues with management companies.

  • Corporate

    Represented an owner, operator, and developer of hydroelectric power projects in its $8.1 million purchase of a Virginia hydroelectric facility, including handling the status and necessary assignment of a US Federal Energy Regulatory Commission (FERC) license as well as the pre-closing investigatory process with regard to potential environmental issues and necessary post-closing connections to the electrical grid.

  • Corporate

    Represented a purchaser in its $1 million acquisition of a packaging supplies and equipment distributor, including negotiating an asset-purchase agreement and ancillary documents, assisting in due diligence, and coordinating and negotiating with debt holders.

  • Corporate

    Represented principals in the $112 million sale of a majority interest in a wholesale optical lab, including confidential negotiations with a supplier, licensor, and competitor as well as extensive management provisions post-closing. Also worked with three firms representing the buyer regarding membership sale and subsequent operational matters, real estate, and anti-trust issues.

  • Elder Law & Medicaid Planning

    Assisted a client with a progressive memory impairment in obtaining Community Medicaid that allowed him and his wife to continue living together in a community. When the client’s disease progressed, helped him successfully enter a nursing home while protecting he and his wife’s assets, which allowed her to remain in the community.

  • Elder Law & Medicaid Planning

    Successfully prosecuted a Chronic Care Medicaid application and protected a modest amount of assets for a client. Also performed forensic accounting to assure no prior gifts would contaminate the client’s plan, helped the family avoid probate, protected life insurance and qualified funds, and reviewed and approved the Medicaid determination.

  • Elder Law & Medicaid Planning

    Helped an 88-year-old client remain in his home in the community by getting him Community Medicaid that paid for aide service and up to $45,000 in home improvements every three years. Protected the client’s home, the balance of assets, and secured rights for the client’s disabled daughter to be paid $11/hour to look after him.

  • Elder Law & Medicaid Planning

    Helped a paraplegic move into his daughter’s home, successfully obtain Community Medicaid, and obtain 24/7 care paid for by the Community Medicaid. Also secured rights for the client's daughter to charge him $3,500/month in rent. 

  • Environmental

    Successfully defended action brought by a consortium of environmental groups challenging the environmental review and permitting conducted by the NYS Department of Environmental Conservation for the resumption of operations of a historically coal-fired electric generating facility on natural gas. Secured a successful outcome before the lower court that withstood appeal following the Appellate Division's granting of the motion to dismiss the appeal as moot.

  • Environmental

    Represented a residential hamlet and the Town of Pomfret to establish a water district and to finance improvements pursuant to NYS Town Law, including SEQRA compliance, governmental permitting, and USA Rural Development Agency finance. 

  • Commercial Litigation

    Successfully defended a multi-national corporation against a lawsuit claiming the operation of a 13,000+ acre underground mining operation had not been subjected to an adequate environmental impact review.

  • Financial Institutions & Lending

    Represents a money services business in regulatory and operational issues.

  • Financial Institutions & Lending

    Represents a local manufacturer in ongoing international financing issues.

  • Financial Institutions & Lending

    Represented a super-regional bank in its $13 million line-of-credit restructuring.

  • Financial Institutions & Lending

    Represents a super-regional bank in its $16 million multi-state financing.

  • Financial Institutions & Lending

    Represents a local food manufacturer in ongoing asset-based financing issues.

  • Financial Institutions & Lending

    Represented a bank in a construction loan involving mixed-use property in Rochester, New York. The $11 million transaction involved a SWAP component, negotiating borrower and guarantor recourse issues, and resolving title issues.

  • Financial Institutions & Lending

    Represented a super-regional lender in a $12 million+ loan involving the acquisition of an out-of-state assisted living facility. The closing was under an extremely compressed timeframe with multiple parties, and, given the fact that the collateral was out of state, various regulatory issues needed to be resolved. The transaction was successfully closed within the required time parameters.

  • Financial Institutions & Lending

    Represents a local entrepreneur in financing and structuring a $10 downtown business development. 

  • Financial Institutions & Lending

    Represents a local developer in financing and structuring a $10 million real estate development.

  • Prepared a HIPAA business associate manual for a Fortune 100 company's electronic medical record vendor and provided training.

  • Successfully challenged improper Medicaid rates for an intellectual/developmental disability (I/DD) agency that was acquired by a larger agency. 

  • Designed corporate structures for an intellectual and developmental disabilities (I/DD) agency to facilitate the telehealth delivery of health care services.

  • Corporate

    Represented a client in an $85 million transaction involving the sale of a large medical practice specializing in urology and radiation oncology to a captive medical practice controlled by a large regional hospital system together with all related real estate owned by entities affiliated with the practice. The real estate was purchased by a local developer and leased back to the captive practice pursuant to a master lease.

  • Corporate

    Performed all legal responsibilities related to the $225 million development, construction, and financing of a children's hospital, including negotiating and preparing all development, design, and construction contracts and preparing all loan and real property documentation related to HUD-insured mortgage financing and EB-5 financing.

  • Successfully defeated a $1.6 million liability arising from an Office of Medicaid Inspector General (OMIG) finding that an intellectual/developmental disability (I/DD) agency documentation was insufficient to support reimbursement it received for services provided.

  • Financial Institutions & Lending

    Assisted with the restructuring of all secured and unsecured debt related to the $25 million merger of two hospitals, including redeeming and reissuing civic facility bonds, coordinating consents from the PA and NY Departments of Health, and handling all real estate and title insurance work related to financing.

  • Insurance Coverage & Regulation

    Represented a large private university in Upstate New York on its rights to insurance coverage with regard to multiple sexual harrassment claims. 

  • Insurance Coverage & Regulation

    Obtained summary-judgment dismissal of a complaint against the county and district attorneys that sought $9 million in damages for malicious prosecution. 

  • Labor & Employment

    Obtained summary judgment in a toxic-exposure and NYS Labor Law case with significant injuries claimed.

  • Media & First Amendment Law

    Successfully prosecuted an Article 78 proceeding on behalf of local news media to obtain public records (video recordings) concerning an assault by law enforecement against an unarmed detainee.

  • Restructuring, Bankruptcy & Creditors' Rights

    Successfully opposed portions of a motion to approve bidding procedures for a sale of assets.

  • Restructuring, Bankruptcy & Creditors' Rights

    Assisted a receiver in liquidating the assets of a garbage collection business and handling environmental and wage issues connected to the business. Assisted the receiver in collecting over $2.5 million, which resulted in full payment to all secured creditors with a small dividend to unsecured creditors.

  • Real Property Tax & Condemnation

    On behalf of the New York Land Bank Association, drafted five successful amendments to Article 16 (The Land Bank Act) of the Not-For-Profit Corporation Law that were signed into law by Gov. Andrew Cuomo.

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