Corporate
and Securities Law
Our corporate and securities practice
has been the cornerstone of our firm
since its inception and includes representation
of a wide range of clients including publicly and privately held operating companies, start-up
and small growing businesses, middle
market companies and, a diverse
group of investors and deal makers.
We represent lenders, venture capitalists,
investment bankers, and investors in
corporate and securities matters. In
corporate representation, we are involved
in transaction matters, including mergers
and acquisitions, angel and venture
capital financings, lending transactions,
and similar matters. Our general corporate
practice includes such diverse matters
as resolving commercial disputes, structuring
stock option and other employee benefit
plans, employment agreements, office
and warehouse leasing and buy/sell,
partnership and LLC operating agreements.
Our attorneys also are expert in state
securities and broker-dealer regulation,
as well as the reporting requirements
under the Securities Exchange Act of
1934. In addition to preparing periodic
reports on Form 10-Q and 10-K, we routinely
file 8-K, proxies and information statements
under Section 14 of the Securities Exchange
Act of 1934 as well as insider reporting
filings under Section 16 of the Securities
Exchange Act of 1934.
Reverse
mergers
Over the past decade, Feldman Weinstein
& Smith has developed a national
reputation as experts in "reverse
mergers." In these transactions,
private businesses merge with inactive
public entities, allowing the private
business to be publicly traded without
an expensive, risky and dilutive public
offering. David N. Feldman, our Managing
Partner, has written the only text on
the subject and has been referred to
as the leading expert in the area.
PIPE Transactions
Feldman Weinstein & Smith is nationally
recognized as one of the leading firms
representing institutional
investors and broker-dealers in private
equity transactions of all types. These
include "PIPE" transactions,
equity lines of credit, and more traditional
venture financings in public and private
companies. Our partners Joseph Smith
and Robert Charron and their team have propelled the firm to be ranked in the top 3 of all firms in the number of total completed PIPE
financings representing investors according to the industry
publication The Pipes Report.
Litigation
and Dispute Resolution
Feldman Weinstein & Smith offers
effective and efficient representation
in civil disputes. We are experienced
in litigating and arbitrating a wide
variety of commercial matters, including
breach of contract, business torts (interference
with contract, breach of fiduciary duties,
employee raiding and wrongful discharge,
fraud and RICO), mortgage fraud and
foreclosures, partnership and limited
liability company disputes, as well
as intellectual property (trademarks,
copyrights, rights of publicity).
Intellectual
Property
We represent individuals and companies
in all matters related to ownership,
protection and transfer of intellectual
property rights, including trademark,
copyright and trade secret issues.
We prosecute trademark and copyright
applications at the federal and state
levels. We also litigate disputes surrounding
these matters. A sub-specialty of the firm has become suits
surrounding alleged infringement of
trademark rights has become a sub-specialty
of the firm.
Employee
Benefits and Executive Compensation
We represent businesses in the design
and maintenance of employee benefit
plans in complying with the complex
and changing rules of tax, pension,
employment, and securities laws. We
also advise plan trustees, fiduciaries
and service providers on the myriad
fiduciary compliance issues inherent
in modern benefit practice. In the area
of executive compensation, we assist
both executives and businesses in structuring
appropriate compensation packages. We
provide advice on the full array of
compensation arrangements, including
employment, severance, deferred compensation,
and change-in-control agreements; and
stock option, equity and other incentive
compensation plans. We advise both buyers
and sellers of businesses on the important
roles that employee benefit assets and
liabilities play in business transactions.
We are active in advising clients
on the complex rules and potential pitfalls
in managing and investing plan assets
in the context of pooled investment
funds such as venture capital and hedge
funds.
International
Trade & Customs
Our attorneys represent U.S.
and international businesses of all
types and sizes in customs and international
trade and commercial law matters. Representations
include financing and licensing agreements,
mergers and acquisitions, joint ventures,
distribution arrangements and service
contracts. Our practice also covers
import and export laws and regulations,
including tariff, classification, valuation,
antidumping and countervailing duty,
import quotas and other restrictions,
foreign trade zones, drawback, bonded
warehouses and matters involving the
U.S. Customs Service and other agencies
with jurisdiction over foreign trade
litigation before the U.S. Court of
International Trade. We deal with
matters arising under the General Agreement
on Tariffs and Trade, the World Trade
Organization, the North American Free
Trade Agreement and other international
agreements.
Tax, Trusts
& Estates
We specialize in representing individuals and businesses
in tax planning, estate planning and
administration. Firm attorneys have
extensive experience in advising domestic
and international individuals and corporations
on tax and estate planning issues in
connection with business formation,
financings, joint venture agreements,
mergers and acquisitions, asset purchases
and sales, executive compensation, transfer
of family businesses, tax favored investments,
pension distribution planning, wealth
preservation and estate planning. We
represent clients in tax controversies
with the IRS and state tax authorities.
We also represent clients with
matters on examination (audit), at IRS
Appeals, at the Tax Court and at the
U.S. Competent Authority (a special
proceeding under an international tax
treaty).
Entertainment
and Media
Our firm represents entertainment and
media personalities in connection with
their management and agency agreements,
intellectual property and asset protection.
Working closely with our trusts and
estates, intellectual property and corporate
practice areas, we serve as a general
advisor and counselor in all matters
that are unique to the entertainment
client, especially when venturing into
the business arena. We have particular
expertise in transactions involving
entertainers' fashion related projects.
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