A number of our New York lawyers serve Sonnenschein in the role of firmwide expert, including in some of the areas highlighted below. While our office provides a full complement of legal services, we have an especially distinguished history working on corporate matters related to communications, information technology and media. Our litigators are in key leadership positions in the multi-jurisdictional class action cases for which Sonnenschein has earned national prominence. Our tax practice is led out of New York and is actively involved in the evolution of tax issues related to e-commerce and international taxation. In the real estate area, we have represented a number of institutions in financings, as well as the owners of some of Manhattan's marquee commercial properties in leasing transactions.
This profile of our New York practitioners reflects a portion of the cumulative experience of our attorneys at Sonnenschein and in prior practice.
Practice Areas
Corporate
Practice Overview:
As the New York office of a national firm with an international clientele, our lawyers counsel both U.S. and non-U.S. clients on a wide variety of business and legal issues confronting enterprises in an increasingly global economy. Our corporate and securities attorneys assist a number of public companies as general outside counsel as well as provide advice in domestic and cross-border transactional matters, including financings governed by New York law.
Clients served by Sonnenschein's New York corporate practice are identified with a number of industries, including communications and media, financial services, manufacturing, insurance, and computer-based and information technology services. They include Insight Communications Inc., the 8th largest cable operator in the United States, serving approximately 1.4 million subscribers, Mediacom Communications Corporation, the 9th largest cable television company in the U.S. based on customers served, Young Broadcasting Inc., which owns and operates 12 television stations in geographically diverse markets (including KRON in San Francisco and KCAL in Los Angeles).
Practice Highlights: Corporate Finance and Financial Transactions
Representing U.S. and non-U.S. issuers, underwriters and institutional purchasers. This work encompasses:
- Public offerings of debt and equity securities and placements of securities under Rule 144A in the United States, as well as outside the United States in reliance on Regulation S;
- Domestic and international capital markets transactions involving representation of debtors and creditors in secured and unsecured credit arrangements such as senior and subordinated debt financings, mezzanine financings, bridge financings, and related workouts and restructurings;
- Asset-backed and other structured financing, including asset-based revolving credit and note purchase facilities, receivables purchase facilities, private placements of asset-backed securities, purchase financing for aircraft, rolling stock, ships and other capital equipment, and hedging transactions using derivatives;
- Representation of domestic and foreign equipment lessees and financial institutions in leveraged lease and similar financing; and
- Early-stage and venture capital financing and private equity.
Mergers and Acquisitions
Corporate acquisitions, dispositions and related financing arrangements, including stock and asset purchases and sales and related commercial loan financing, as well as public and private mergers, contested and negotiated acquisitions, recapitalizations, work-outs and private placements of debt instruments and equity securities, in leveraged buyouts. Our clients in these areas have included corporations, investment banks, domestic and foreign commercial banks, insurance companies and other institutional investors.
Communications, Information Technology, Media and E-Business
General corporate counseling of major U.S. cable television and broadcasting companies and non-U.S. telecommunication services providers, as well as specialized advice in matters ranging from global telecommunications services arrangements between corporate clients and vendors to information technology and other outsourcing and contracting. We work closely with our intellectual property, tax and regulatory compliance colleagues.
Insolvency, Bankruptcy and Reorganization
Practice Overview:
Our New York Insolvency, Bankruptcy and Reorganization Group handles all facets of corporate reorganization, including loan restructuring, workout, transactions, and representations of creditor and shareholder committee debtors, secured and unsecured creditors asset purchasers, lenders and other parties in interest in Chapter 11 cases.
Practice Highlights: Workouts
Sonnenschein has a broad range of experience representing institutional lenders in out-of-court debt restructuring matters. Our workout experience includes representation of lenders in connection with complex multi-bank transactions and inter-bank credits as well as more conventional secured loans, asset-based financings (including real estate loans), and unsecured loan facilities. We have dealt with loans involving collateral of every variety--from raw land and improved real estate to rolling stock and windmills--located in every part of the United States. Our workout practice generally involves loan transactions ranging from $1 million to in excess of $1 billion.
Bankruptcy and Reorganization Matters
Our workout, reorganization and bankruptcy lawyers have been involved in every type of bankruptcy court proceeding under the U.S. Bankruptcy Code. This work has included every phase of representation, from pre-bankruptcy planning and cash collateral hearings through confirmation of reorganization plans. The lawyers in our bankruptcy practice have drafted numerous workout agreements, plans of reorganization, and disclosure statements. We are familiar with all aspects of creditors' rights, including lender liability issues and state court receiverships. We also have extensive experience handling a wide variety of litigation matters in the context of bankruptcy proceedings.
Counseling on Bankruptcy and Related Issues
Our bankruptcy and reorganization lawyers regularly work with clients and counsel in the drafting of "front-end" loan documents. Our work involves inclusion of enforceable protective provisions in the event of repayment difficulties, including, for example, protection against possible fraudulent conveyance implications of loan transactions or possible substantive consolidation/piercing the corporate veil attacks on special purpose subsidiaries as borrowers. We regularly provide counsel in these areas to lenders including Citicorp, Teachers, Travelers and Equitable Life We also regularly represent acquirers of assets from various distressed targets in out of court asset purchases, foreclosure sales and Bankruptcy Section 363 asset sales.
Real Estate
Practice Overview:
Our New York real estate practice encompasses a broad spectrum of subpractice areas, reflective of the complex and diverse nature of the transactions in which our clients engage. As our clients' needs often extend beyond the New York metropolitan area, we frequently coordinate with our colleagues in Sonnenschein's six other offices to design a cost-effective, multi-jurisdictional team approach to achieving client objectives.
Practice Highlights: Acquisitions and Dispositions
All types of real estate and loan portfolios, including multi-property and multi-state transactions.
Community Development and Affordable Housing
Syndication of and investment in low income housing tax credit transactions under Section 42 of the Internal Revenue Code, including the representation of numerous institutional investors, developers of affordable housing, and financial institutions providing financing for affordable housing projects and investments therein throughout the United States.
Environmental
Compliance with environmental laws and rules, as well as extensive work with federal, state, and local regulators to facilitate property restoration, redevelopment, reuse, or sale.
Financing
Acquisition, construction, asset-backed, convertible, mezzanine, letters of credit, commercial paper, and securitized debt financings.
Joint Ventures
Vehicles for real estate investments, often between developers and financial institutions. These arrangements may encompass preferred equity investments, structured promotes, asset management agreements, and tax-optimized structures for national, as well as international, parties.
Leasing
Commercial leasing representation of both owner and tenant. This includes brokerage agreements as well as related construction and architect agreements.
Workouts/Bankruptcy
Debt restructuring and workouts, including deed-in-lieu transactions, forbearance agreements, foreclosure litigation, and bankruptcy reorganization.
Taxation
Practice Overview:
Our New York tax practice includes experience in a wide variety of domestic and international tax planning. We regularly work with our colleagues in the other Sonnenschein offices to provide even more comprehensive expertise, as well as to develop efficient and cost-effective tax planning and to provide creative solutions to our clients' taxation-related issues.
Practice Highlights: Corporate Acquisitions and Dispositions
Representing both domestic and foreign acquirers and targets in taxable and nontaxable stock and asset acquisitions and dispositions. Our tax advice is closely integrated with our clients' business planning in order to promote responsiveness to their needs and to increase, from the clients' perspective, the tax effectiveness of their transaction. Therefore, our analysis of direct tax consequences of a transaction at hand is customarily accompanied by advice concerning the broader tax planning implications--including identification of not only any risks but potential opportunities.
Structured Tax Advantage Products
Working closely with investment banking clients and other financial institutions, we structure and analyze techniques to achieve favorable tax results, including "double dip" financings, increased foreign tax credit utilization, deferral of taxable gains, triggering and increasing taxable losses, and the repatriation of foreign earnings with no net additional U.S. tax.
Partnerships (LLCs) and Other Investment Vehicles
Tax advice with respect to structuring operations and investments through the use of partnerships, LLCs and other investment vehicles, and the use of partnerships and LLCs with respect to various tax-advantaged disposition strategies.
Foreign Tax Planning
Inbound tax planning related to structuring U.S. nonresidents' activities in the U.S. to avoid or reduce U.S. taxation. This includes ongoing tax advise to U.S. multi-nationals related to structuring their foreign operations, which can involve structuring their operations to provide deferral of U.S. taxation and increased foreign tax credit utilization in the U.S.
Financial Instruments
Structuring derivative financial products to achieve tax arbitrage in different taxing jurisdictions and advising on the tax implications of issuances of domestic and foreign debt and equity in U.S. markets.
Workouts/Bankruptcy
Advising clients regarding structuring corporate and partnership bankruptcies and workouts to preserve net operating losses and avoid income recognition on the restructuring of the debt and equity of the entities involved.
E-Commerce
Advising clients engaging in e-commerce regarding corporate structures that will reduce their U.S. federal and state income taxes and state sales taxes, in addition to advising investors in such businesses concerning various tax advantaged strategies, including the "rollover" of qualified small business stock.
Litigation
Practice Overview:
Sonnenschein's New York litigators represent a wide spectrum of major U.S. and foreign corporations and individuals in federal and state trial and appellate courts, arbitrations, and administrative hearings throughout the United States. We also provide business counseling, and advise clients in efforts to address issues before they surface as problems, minimize risk and exposure, and resolve disputes prior to formal litigation.
The New York litigation department is expert in and regularly handles "bet the company" cases and crisis situations which require expedited judicial or regulatory attention, and which often involve management of highly public situations and of the expectations and interests of a client's various constituencies (e.g. employees, customers, lenders, boards of directors, regulators, public and media relations, etc.). Our litigators are particularly adept at coming into an ongoing or developing situation, making strategic and tactical assessments and decisions, and progressing the matter forward towards a successful litigated or settlement result.
Practice Highlights: Crisis Management and the Defense and Coordination of Complex, Multi-Party Litigations
Handling complex class action defense and other multi-party litigation involving fraud, tort, products liability and related claims. For example, we are nearing completion of our sixth year as national coordinating counsel and lead trial counsel to Prudential Financial, Inc. in handling its life insurance sales practices litigation and regulatory challenges, one of the most complex matters in U.S. legal history. Sonnenschein counseled Prudential's board of directors and senior management in navigating through numerous class actions litigations and individual matters in a multidistrict litigation in the United States Federal Court in New Jersey, while simultaneously handling multiple state and federal regulatory investigations concerning its insurance sales practices. Sonnenschein's New York litigators, working with and coordinating the work of attorneys in five of the firm's other offices:
- Negotiated and achieved court and 50-state regulatory approval of an unprecedented nationwide class action settlement affecting 10.7 million policyholders, obtaining approval from the District Court and the United States Third Circuit Court of Appeals, and a denial of a writ for certiorari to the United States Supreme Court, see In re The Prudential Financial Inc. Sales Practices Litig., 962 F. Supp. 450 (D.N.J. 1997), aff'd 148 F.3d 283 (3d Cir. 1998), cert. denied, 119 S.Ct. 890 (1999);
- Successfully defeated class certification of three separate putative "opt out" litigation classes, in state courts in Beaumont, Texas, Austin, Texas, and Monterey, California, raising the same claims as the successfully certified class settlement;
- Enforced the class release against barred claims through creative invocation of the federal All-Writs Act and Anti-Injunction Act;
- Simultaneously defended over 1300 state court actions, including matters consolidated for trial;
- Obtained, and defended in the U.S. Court of Appeals, an injunction against state regulators who were acting in derogation of Prudential's nationwide settlement;
- Handled dozens of related employment actions, both in court and NASD arbitrations, raising whistleblower, defamation and discrimination claims, after extensive appellate litigation regarding arbitrability under Form U-4 agreements;
- Actively participated and counseled Prudential through its implementation of one of the largest ADR programs in U.S. legal history, covering over 500,000 individual claims.
General Commercial and Securities Litigations
Representing a wide spectrum of major U.S. and foreign corporations and individuals in federal and state trial and appellate courts, arbitrations, and administrative hearings throughout the United States.
First Amendment and Intellectual Property Disputes
Counseling and representation of media clients and trade associations as to a wide range of subjects raising First Amendment issues. Counseling and representation, both as plaintiff and defendant, with respect to trademarks and copyrights, including in the Internet context.
Insurance Coverage, Reinsurance and Related Matters
Counseling and representation in a wide spectrum of insurance coverage related matters. Defending bad faith and coverage disputes arising out of a myriad of underlying claims, including antitrust, securities fraud, defamation and multimillion dollar environmental clean-up claims. Handling complex reinsurance matters.
Employment Litigation
Arbitrations and court trials of whistleblower, defamation, employment discrimination, restrictive covenant, golden parachute, and standard contract disputes.
Environmental Matters
Representation on varied environmental matters, encompassing litigation as well as transactional work. Counseling clients on compliance with federal, state, and local environmental and health and safety laws, including performing risk assessment activities, managing environmental liability, and advising on all aspects of due diligence disclosure and reporting responsibilities. Handling federal and state, administrative and judicial actions, such as matters related to enforcement, cost recovery, regulatory compliance, and permitting under environmental laws regulating, air pollution, hazardous and toxic materials, water, asbestos, and employee and community disclosure. Advising clients on all environmental aspects of real estate transfers and other commercial transactions, including developing novel approaches to address contaminated property restoration, redevelopment, reuse, and sale.
Hospitality and Travel Industries
Representing all segments of the hospitality and travel industries, including hoteliers, airlines, travel wholesalers and tour operators, in providing contract drafting and business counseling services, as well as commercial litigation defense, affecting every facet of these businesses. Conducting the investigation, defense and trial of personal injury matters in federal and state courts across the country, typically involving complex claims and/or claims of severe injuries.
Trusts and Estates
Practice Overview:
Our Trusts and Estates Group in New York City performs sophisticated estate planning, estate administration and tax work for high net worth individuals, families and their related businesses.
Practice Highlights: Estate Planning
We provide every facet of estate planning, including marital deduction planning; planning to maximize the possibilities availed by federal gift tax annual exclusion; disclaimers and renunciations to minimize or eliminate future gift tax and estate taxes; life insurance planning and life insurance trusts; planning for distributions from IRAs, qualified retirement plans and non-qualified plans; planning to minimize or eliminate generation-skipping transfer tax through the use of "dynasty" trusts and other mechanisms; use of special trusts, partnerships, limited liability companies and other techniques to minimize the gift and estate tax values of different categories and kinds of assets; charitable giving by means of remainder trusts, lead trusts and private foundations; planning to meet death tax obligations in cases where estate liquidity may be a problem; planning for appropriate holding and disposition of community property; planning for the workable succession of closely-held businesses so that ownership and control will be in capable hands; structuring and exercising powers of appointment, planning for the orderly devolution and administration of limited partnership interests, oil and gas and other mineral interests, recreational real estate, farm or ranch property and other kinds of investments, business interests and property interests; addressing the special situations existing in families in which one spouse or both spouses are in a subsequent marriage and one spouse or both spouses have children from a prior marriage; asset protection planning; planning to address the unique requirements of foreign persons living in the United States and Americans living abroad; drafting of trust instruments (both revocable and irrevocable), durable powers of attorney (for the management of business and financial affairs as well as health care and other personal matters), "living wills," pre-nuptial and post-nuptial agreements, stock purchase and redemption agreements, family limited partnership agreements, limited liability company agreements and other estate planning documents.
Estate and Trust Administration
We provide general estate, revocable trust, and irrevocable trust administration, involving locating assets, retaining qualified appraisers and disposing of difficult and cumbersome assets. We prepare probate court documents, including petitions to commence administration, inventories, accountings, petitions requesting authority to engage in or seeking ratification of various types of transactions, consents and petitions to terminate administration and have Executors (or Personal Representatives) discharged. We offer all tax aspects of estate and trust administration, including preparation and filing of complicated tax returns covering federal and state estate tax returns, federal and state income tax returns for estates and trusts and federal gift tax returns. In post-death tax planning, our lawyers have successfully addressed a wide variety of questions having great monetary significance involving issues such as the marital deduction, disclaimers, generation-skipping transfer tax and valuation. We provide counsel to individual and corporate Trustees with regard to income and principal allocation and apportionment issues, legal standards relating to trust investments, making discretionary distribution decisions, selection, resignation and removal of Trustees and other similar matters.
Estate and Trust-Related Litigation
Our lawyers handle such contested matters as tax disputes, will and trust construction cases, will contests, contests of trust instruments and other cases involving alleged fraud, undue influence or mental incapacity, contested claims, litigation involving the validity (or lack thereof) of marital agreements, determinations of heirship and cases involving alleged breaches of fiduciary duty. In this area of our practice, we represent or assist Executors (or Personal Representatives), Trustees, beneficiaries, claimants, surviving spouses, putative beneficiaries and heirs and even lawyers outside our firm.
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