Corporate & General Business
Our Corporate & General Business lawyers also draw upon expertise from other practice groups, including Taxation and Real Estate Transactions. A general description of this practice group follows:
General Business Law
McCarthy Fingar lawyers represent a wide variety of both domestic and foreign-based clients in various industries in such matters as new incorporations and new business organizations for startup companies, shareholder agreements, partnership agreements, franchise agreements, intellectual property rights licensing, employment agreements, stock option plans, mergers & acquisitions, marketing and distribution arrangements, pension and retirement plans, and complex contractual matters. Representative client industries include financial services, pharmaceutical, shopping center, retail, home decorative, restaurant, insurance, data collection services, software creation and software licensing, and beverages.
Banking Law
Our lawyers work with financial institution clients on general corporate legal, regulatory, and compliance matters. We are also involved in the legal aspects of marketing non-traditional bank products through federally and state chartered commercial banks, thrifts, and credit unions. Representative clients include banks, third party bank marketing firms, and firms providing non-traditional bank product back office systems and related consulting services working with major regional and local banks, thrifts and credit unions throughout the United States.
Hedge Funds
Our lawyers represent a number of private investment limited partnerships – popularly known as hedge funds. Work done in this area includes advice on formation and structuring, federal and state securities law compliance, and preparation and filing of offering materials such as partnership agreements and private placement memoranda and subscription agreements. Our lawyers also counsel clients on using third party escrow arrangement as to the legal effectiveness of the hedge fund. Attorneys in the firm are active with the Hedge Fund Association and Alternative Investments Compliance Association.
Multi State Law
While the attorneys in the Corporate & General Business practice group are admitted in New York, Connecticut, New Jersey, and Florida, they regularly deal with business formations and corporate law matters of Delaware and other states and are called upon to deal with the statutes of any state in such areas as, for example, mergers and employment laws.
Contact Us
McCarthy Fingar’s Corporate & General Business lawyers are dedicated to our clients’ success. If you think you may require our assistance or have any questions, please contact Michael S. Kutzin by email (mkutzin@mccarthyfingar.com) or by phone (914-385-1021) or Howell Bramson by email (hbramson@mccarthyfingar.com) or by phone (914-385-1017).
McCarthy Fingar’s “Super Lawyers”
Six of our lawyers have been selected Super Lawyers in the New York Metropolitan area. Gail M. Boggio has again been selected in the fields of Estate & Trust Litigation/Estate Planning & Probate/Elder Law. Kathleen Donelli has again been selected in the field of Family Law. Dolores Gebhardt has again been selected in the field of Family Law. James K. Landau has again been selected in the fields of Commercial Litigation and Appellate, and has again been selected for the Top 25 in Westchester County for Super Lawyers. Frank W. Streng has again been selected in the fields of Estate & Trust Litigation and Estate Planning & Probate. Douglas S. Trokie has again been selected in the fields of Business/Corporate, Closely Held Business, Real Estate, Business and Civil Litigation. Super Lawyers is a listing of outstanding lawyers from more than 70 practice areas who have been recognized by their colleagues as having the highest degree of peer recognition and professional achievement.
Bramson Speaks on Estate Valuation Discounting
Howell Bramson, who chairs our Taxation practice group, lectured in Elmsford, New York on November 13, 2013 for the Elder Law & Special Needs Section of the New York State Bar Association as part of an all-day program entitled, “Advanced Document Drafting for the Elder Law Attorney.” Howell provides an Overview of Estate Valuation Discount Vehicles, such as FLPs, CRTs, etc.
Boggio, Bramson, Brophy, Donelli, Gebhardt & Miller Selected as Super Lawyers
Six of our lawyers have been selected Super Lawyers in the New York Metropolitan area. Gail M. Boggio has been selected in the fields of Estate & Trust Litigation/Estate Planning & Probate/Elder Law. Howell Bramson has again been selected in the fields of Estate Planning/Tax and Corporate Business. Joseph Brophy has again been selected in the fields of Personal Injury/Medical Malpractice, General, Estate & Trust Litigation. Kathleen Donelli has again been selected in the fields of Family Law/Collaborative Law/Appellate. Dolores Gebhardt has again been selected in the fields of Family Law/Collaborative Law/Appellate. Judge Sondra Miller has again been selected in the fields of Appellate/Family Law. Super Lawyers is a listing of outstanding lawyers from more than 70 practice areas who have been recognized by their colleagues as having the highest degree of peer recognition and professional achievement.
Bramson Elected Co-Chair of WCBA Tax Section
Howell Bramson, who chairs our Taxation practice group, was elected co-chair of the Tax Section of the Westchester County Bar Association.
Bramson, Brophy, Donelli, Gebhardt & Miller Selected as Super Lawyers
Five of our lawyers have been selected Super Lawyers in the New York Metropolitan area. Howell Bramson has been selected in the fields of Estate Planning/Tax and Corporate Business. Joseph Brophy has again been selected in the fields of Personal Injury/Medical Malpractice, General, Estate & Trust Litigation. Kathleen Donelli has again been selected in the fields of Family Law/Collaborative Law/Appellate. Dolores Gebhardt has been selected in the fields of Family Law/Collaborative Law/Appellate. Judge Sondra Miller has been selected in the fields of Appellate/Family Law. Joe Brophy has also been selected as one of Westchester’s top 25 lawyers. Super Lawyers is a listing of outstanding lawyers from more than 70 practice areas who have been recognized by their colleagues as having the highest degree of peer recognition and professional achievement.
Kiggins & Bramson Author Chapter on US Taxes on International Tax Systems
Robert J. Kiggins and Howell Bramson, both members of our Corporate and Taxation groups, have authored the United States chapter to a book edited by Roy Saunders, of International Fiscal Services, based in London, entitled “International Tax Systems and Planning Techniques”. The book covers the tax laws of over 30 countries, including most of the European Union, portions of Asia and Eastern Europe, the United States, Brazil and Canada, and a number of offshore tax havens. The purpose of the book is to assist in the tax analysis of cross border transactions and investments.
Bramson Lectures for UJA on Valuations & Discounts in Estate Planning
Howell Bramson lectured on “Taxes and Valuation Issues; Special Valuation Rules under Chapter 14” on May 19, 2011 in Tarrytown, New York for UJA Federation of NY’s 21st Annual Westchester Estate, Tax and Financial Planning Conference. See Seminar Outline.
Bramson Lectures on Defective Grantor Trusts
Howell Bramson lectured on September 26, 2007 at Credit Suisse’s offices in Rye Brook, New York on “Cutting Edge Estate Planning Strategies- Utilizing FLPs, GRATs & Sales to Defective Grantor Trusts to Leverage Gifts.” For lecture materials, click on Seminar Outline.
Gleit Handles Sale and Mortgage of Nassau County Office Building
Milton R. Gleit represented the property owner in the sale of a Nassau County office building, with a securitized mortgage loan in the amount of $20,750,000.
Bramson Lectures for UJA on New Deferred Compensation Rules
Howell Bramson lectured on May 31, 2007 in White Plains, New York on “New Deferred Compensation Rules” for UJA Federation of NY’s 17th Annual Westchester Estate, Tax and Financial Planning Conference.
Gleit Handles Stock Sale in $36 Million Dollar Transaction
Milton R. Gleit represented the stockholders of a privately-held public relations company, specializing in the healthcare industry, in a stock sale to a public company that provides clinical and marketing services to pharmaceutical and healthcare companies. The consideration for the transaction could exceed $36,000,000.
Bramson Lectures for UJA on Family Limited Partnerships & Limited Liability Companies
Howell Bramson lectured on May 25, 2006 in White Plains, New York for UJA Federation of NY’s 16th Annual Westchester Estate, Tax and Financial Planning Conference on “FLPs and LLCs – Current Status.”
Bramson Lectures on Current Strategies Using Family Limited Partnerships
Howell Bramson lectured on May 26, 2005 in White Plains, New York for UJA Federation of NY’s 15th Annual Westchester Estate, Tax and Financial Planning Conference on “Current Strategies Using Family Limited Partnerships.” For lecture materials, click on Seminar Outline.
Bramson Lectures on Forming and Advising Businesses
Howell Bramson lectured in Tarrytown, New York on November 15, 2004 for the New York State Bar Association on “Forming and Advising Businesses”.
Bramson Lectures on Family Limited Partnerships & Current Strategies
Howell Bramson lectured on May 19, 2004 in White Plains, New York for UJA Federation of NY’s 14th Annual Westchester Estate, Tax and Financial Planning Conference on “IRS Attacks on Family Limited Partnerships and Current Strategies.” For lecture materials, click on Seminar Outline.
Bramson Lectures on IRS Attacks on Family Limited Partnerships and Current Strategies
Howell Bramson lectured in White Plains, New York on April 26, 2004 for the Westchester County Bar Association (Co-Sponsored by the Tax and Trusts and Estates Section) on “IRS Attacks on Family Limited Partnerships and Current Strategies.” For lecture materials, click on Seminar Outline.
Bramson Lectures for NYSBA on Forming and Operating the Partnership and LLP
Howell Bramson lectured in White Plains, New York on November 12, 2002 for the New York State Bar Association on “Forming and Operating the Partnership and LLP” as part of a program entitled “Practical Skills Forming and Advising Businesses”.
Bramson Lectures on Recent Developments on Family Limited Partnerships and Other Gifting Techniques
Howell Bramson lectured in White Plains, New York on September 25, 2002 for the Westchester County Bar Association (Tax Section) on “Recent Developments involving Family Limited Partnerships & Other Gifting Techniques”.
Firm’s Corporate and General Business Group Can Do on line SEC Filings
the Firm’s Corporate and General Business group now has the capability to do on line Securities and Exchange Commission (SEC) filings of SEC EDGAR (Electronic Data Gathering and Retrieval) through the SEC’s EDGARlink(tm) software recently installed and successfully used by the Firm. This capability applies to EDGAR filings under, among other laws, the U.S. Securities Act of 1933 (e.g. securities registration statements), the U.S. Securities Exchange Act of 1934 (e.g. annual and quarterly reports of public companies), the Investment Company Act of 1940 (e.g. investment company registration statements) and the Williams Act (e.g. Form 13D Filings). The Firm also has done, for some time now, on line Internet filings of Form BD for securities broker dealers with the NASD through Web CRD and on line filings of Form ADV for securities investment advisers with the Investment Advisors Registration Depository (IARD). For more information, contact Howell Bramson.
Bramson Lectures on Retirement Planning & Estate Planning for Physicians
Howell Bramson lectured on May 15 2002 at the Crowne Plaza in White Plains, New York as part of a program hosted by Merrill Lynch and the Firm on “Retirement Planning & Estate Planning for Physicians”.
Bramson Lectures on New Qualified Plan Minimum Distribution Rules
Howell Bramson lectured on September 24, 2001 for Westchester County Bar Association (Trusts & Estates and Tax Sections) on “New Qualified Plan Minimum Distribution Rules”.
Bramson Lectures on Taxation of Technology Companies
Howell Bramson lectured for Lorman Education on Taxation of Technology Companies.
International Tax Systems & Planning Techniques (United States Chapter)
by Howell Bramson on 01/01/2012
Edited by Roy Saunders (International Fiscal Services)
[Read in full]Taxes & Valuation Issues; Special Valuation Rules under Chapter 14
by Howell Bramson on 05/19/2011
UJA Federation of NY
[Read in full]Cutting Edge Estate Planning Strategies- Utilizing FLPs, GRATs & Sales to Defective Grantor Trusts to Leverage Gifts
by Howell Bramson on 09/26/2007
Credit Suisse Securities (USA) LLC
[Read in full]Current Status of Estate Planning Using Family Limited Partnerships and Limited Liability Companies
by Howell Bramson on 05/26/2006
UJA Federation of NY
[Read in full]Current Strategies Using Family Limited Partnerships
by Howell Bramson on 05/26/2005
UJA Federation of NY
[Read in full]IRS Attacks on Family Limited Partnerships and Current Strategies
by Howell Bramson on 05/19/2004
UJA Federation of NY
[Read in full]IRS Attacks on Family Limited Partnerships and Current Strategies
by Howell Bramson on 04/26/2004
Westchester County Bar Association
[Read in full]New York Enacts Limited Liability Company Law
by Howell Bramson on 01/01/1994
Legal Notes, Winter, 1994
[Read in full]New York’s Response to the Director and Officer Liability Crisis: A Need to Reexamine the Importance of D & O Insurance
by Robert H. Rosh on 01/01/1989
Brooklyn Law Review, 1989
[Read in full]Representation of Foreign Investors in New York Theatrical Release
Corporate & General Business – Taxation – International Tax & Corporate Transaction
Representation of Banking Client in Successful Restructure of Corporate Debt
Milton R. Gleit, Joseph P. Harrington
Commercial Finance – Corporate & General Business – Successful Restructure of Corporate Debt
Our Commercial Finance & Corporate lawyers often work together to assist our banking and other clients. Here, Joseph P. Harrington and Milton R. Gleit represented one of our banking clients in restructuring a defaulted corporate loan. As part of their work, Joe and Milt negotiated and documented the bifurcation and restructure of a series of defaulted term loans. The creative outcome was that fifty percent of the total debt was consolidated into a single new term loan; and the remaining fifty percent was converted into a preferred equity position in the restructured borrower.
Corporate & General Business – Sale of Drug Store’s Prescription Inventory & Customer Lists to CVS
Corporate & General Business – Non-Compete Clauses – Sale of Drug Store’s Prescription Inventory & Customer Lists
Buying and selling businesses is an integral part of our Corporate & General Business practice. Howell Bramson has represented drug stores over the years, including a partial or complete sale of the business. Here, Howell represented the corporate owner of a substantial drug store in a sale of its prescription inventory and customer lists to CVS. As part of the transaction, the principal of the seller entered into a non-compete agreement.
Sale of Drug Store to Publicly Traded Chain of Drug Stores
Corporate & General Business – Sale of Drug Store to Publicly Traded Company
Our Corporate & General Business lawyers are involved in many different types of sales and purchases of businesses. Howell Bramson has been involved in the purchase and sale of drug stores over the years. Here, Howell completed the sale of a drug store to a publicly traded chain of drug stores.
Investment in Brazilian Fund
Corporate & General Business – Taxation – Investment in Brazilian Fund
Our Corporate and Tax lawyers often provide legal and tax advice clients on foreign investment opportunities. Howell Bramson advised a client in connection with a multi-million dollar investment, through an irrevocable family trust, in a Brazilian fund. With the growth rates in many emerging markets (e.g. the “BRIC” countries, i.e., Brazil, Russia, India and China) much higher than the growth rate in the United States, many investors are looking for opportunities in such countries. Such investments can involve complicated income tax issues as well as estate planning opportunities.
Representation of Owners of School Bus Transportation Business in Sale to Publicly-Traded Corporation
Corporate & General Business – School Bus Transportation Business
Our Corporate & Business lawyers often represent clients in the purchase and sale of businesses, and even develop expertise in the industry. Here, Howell Bramson represented the owners of a school bus transportation business in the sale of the business to a publicly traded corporation.
Representation of President & Major Interest Holder of a Limited Liability Company in Successful Negotiation and Sale of Business
Corporate & General Business – Sale of Business – Venture Capital Firm
Our corporate lawyers sometimes represent principals of companies that sell their company but continue on with the acquiring company. Here, Howell Bramson represented the president and major interest holder of a limited liability company that was sold to a venture capital firm for a purchase price in excess of $14 million. The client remained as President and interest holder after the sale.
Represention of a Licensee in the Successful Negotiation of a Trademark & Design License
Corporate & General Business – Intellectual Property – Represention of a Licensee in Negotiation of a Trademark & Design License
Our corporate and intellectual property lawyers sometimes help their clients on licensing name brands as part of their business plan. Here, Milton R. Gleit represented a licensee in the successful negotiation of a seven year trademark and design license for several internationally recognized fashion brands. Historically, the client’s exclusive territory has generated more than $25 million of gross wholesale sales annually.
Representation of Executive Officers on Employment Agreements
Corporate & General Business – Representation of Executive Officers on Employment Agreements
Our Corporate lawyers often represent key employees on employment agreements. Here, Milton R. Gleit represented several executive officers of a public company in separate negotiations of multi-million dollar employment agreements.
Representing a Licensee Negotiating an Extension & Expansion of a Multi-Million Dollar Trademark License
Corporate & General Business – Intellectual Property – Representing a Licensee Negotiating an Extension and Expansion of Multi-Million Dollar Trademark License
As part of the work of our Corporate & Intellectual Property lawyers, we often help clients on licenses for trademarks. Here, Milton R. Gleit represented a licensee negotiating an extension and expansion of a multi-million dollar trademark license.
Representation of Stockholders on Sale to Company Specializing in Healthcare Industry
Corporate & General Business – Representation of Stockholders on Sale to Company Specializing in Healthcare Industry
Our corporate lawyers have much experience in small and large corporate mergers and acquisitions. Here, Milton R. Gleit represented the stockholders of a privately-held public relations company, specializing in the healthcare industry, in a stock sale to a public company that provides clinical and marketing services to pharmaceutical and healthcare companies. The consideration for the transaction could exceed $36 million.
Extending Term of Maturity of Secured Note
Commercial Finance – Corporate & General Business – Extending Term of Maturity of Secured Note
Our Corporate lawyers have much experience in representing clients making loans or investments. Here, Milton R. Gleit represented a note holder to obtain a three year extension of maturity for approximately $2 million of additional cash consideration and a security interest in all assets of the corporate maker.
Representing Real Estate Developer Purchasing Real Estate for Retail Use
Real Estate Transactions – Corporate & General Business – Representing Real Estate Developer to Purchase Real Estate for Retail Use
McCarthy Fingar’s lawyers often represent clients buying real estate for commercial use. Here, Milton R. Gleit represented a real estate developer acquiring six lots from four sellers at a price exceeding $7 milllion for commercial redevelopment of the assemblage for retail use.
Representation of Largest Equity Investor in Purchase of Manufacturer of Marine Components
Corporate & General Business – Representation of Largest Equity Investor in Purchase of Manufacturer of Marine Components
Whether buying or selling a business, our corporate lawyers have large experience in comany acquisitions. Here, Milton R. Gleit represented the largest equity investor in the purchase of a manufacturer of marine components, principally ignition systems. The purchase price was in excess of $4,000,000.
| Presenter | Description | Organization | Date |
|---|---|---|---|
|
Howell Bramson |
Overview of Estate Valuation Discount Vehicles, such as FLPs, CRTs, etc. |
11/10/2013 | |
|
Howell Bramson |
Taxes And Valuation Issues; Special Valuation Rules Under Chapter 14 |
UJA Federation of NY’s 21st Annual Westchester Estate, Tax and Financial Planning Conference, Tarrytown, New York |
05/19/2011 |
|
Howell Bramson |
Update on Family Partnerships |
UJA Federation of NY’s 20th Annual Westchester Estate, Tax and Financial Planning Conference, Tarrytown, NY |
05/27/2010 |
|
Howell Bramson |
Estate Planning Techniques Best Suited for the Current Economic Environment |
UJA Federation of NY’s 19th Annual Westchester Estate, Tax and Financial Planning Conference, White Plains, NY |
05/21/2009 |
|
Howell Bramson |
“Selected Aspects of Family Wealth Transfer”, as part of an all-day program entitled “Practical Skills: Introduction to Estate Planning” |
Mount Kisco, New York, Trusts and Estates Law Section of the New York State Bar Association |
10/23/2007 |
|
Howell Bramson |
“Cutting Edge Estate Planning Strategies- Utilizing FLPs, GRATs & Sales to Defective Grantor Trusts to Leverage Gifts” |
Credit Suisse, Rye Brook, New York |
09/26/2007 |
|
Howell Bramson |
New Deferred Compensation Rules |
UJA Federation of NY’s 17th Annual Westchester Estate, Tax and Financial Planning Conference, White Plains, NY |
05/31/2007 |
|
Howell Bramson |
FLPs and LLCs – Current Status |
UJA Federation of NY’s 16th Annual Westchester Estate, Tax and Financial Planning Conference |
05/26/2006 |
|
Howell Bramson |
“Current Strategies Using Family Limited Partnerships” |
UJA Federation of NY’s 15th Annual Westchester Estate, Tax and Financial Planning Conference |
05/26/2005 |
|
Howell Bramson |
“Forming and Advising Businesses” |
11/15/2004 | |
|
Howell Bramson |
“IRS Attacks on Family Limited Partnerships and Current Strategies” |
UJA Federation of NY’s 14th Annual Westchester Estate, Tax and Financial Planning Conference |
05/19/2004 |
|
Howell Bramson |
IRS Attacks on Family Limited Partnerships and Current Strategies |
Westchester County Bar Association |
04/26/2004 |
|
Howell Bramson |
“Forming and Operating the Partnership and LLP” as part of a program entitled “Practical Skills-Forming and Advising Businesses” |
11/12/2002 | |
|
Howell Bramson |
“Recent Developments involving Family Limited Partnerships & Other Gifting Techniques” |
09/25/2002 | |
|
Howell Bramson |
“Utilizing Non-Qualified Deferred Compensation in Estate, Gift & Income Tax Planning” |
05/23/2002 | |
|
Howell Bramson |
New Qualified Plan Minimum Distribution Rules |
Westchester County Bar Association (Trusts & Estates and Tax Sections) |
09/24/2001 |
|
Howell Bramson |
Compensation Issues, Including Qualified And Non-Qualified Stock Options And Deferred Compensation |
UJA-Federation of NY’s Westchester Division |
05/24/2001 |
|
Howell Bramson |
Taxation of Technology Companies |
Lorman Education |
05/15/2001 |