Law School

New York University School of Law

Graduation Year

1966

States Barred

Current City

New York, New York

Career Highlights

I have drafted a wide variety of commercial documents, including: sale and purchase of widgets, including output and requirement agreements; license agreements; confidentiality and non-disclosure agreements; employment agreements and independent contractor agreements, termination of employment agreements and independent contractor agreements; M&A agreements; commercial loan agreements and commercial credit line agreements; letters of intent for various proposed transactions; opinions of counsel as conditions to the closing of some commercial agreement or transaction; indemnification agreements; documents creation money purchase security interests; work out agreements to settle and pay past due accounts receivable from customers; settlement agreements between merchants who are engaged in some dispute so as to avoid litigation; and agreements to comply with U.S. restrictions (as administered by the U.S. Office of Foreign Assets Control [OFAC] of the U.S. Department of the Treasury) on “U.S. persons” doing business with certain specified foreign prohibited countries.

If the other party’s counsel proposes a draft of some commercial agreement or document for my client to execute, I would review same for the purpose of preparing a comment letter with respect to the proposal to warn my client about any adverse consequences that could result if my client were to execute the proposal without redrafting. In this way, I evaluate the commercial and other risks and advise my client of its possible exposure to them under the proposed language and, if I have knowledge of the prohibited transactions and representations contained in my client’s loan agreements or other applicable documents, I would also notify my client if the proposed language may result in an event of default under that banking agreement or other document. In that comment letter I also suggest one or more possible ways to redraft the troublesome provisions  in the proposals. After my client and I review my comment letter, my client assigns a letter A, B, or C to each suggested redrafting wherein “A” designates a must have revision; “B” designates a revision which it would be better to obtain than not; and “C” designates a revision to be asked for, but to give up if the other side is adamant that the provision be retained as written. With those designations, I negotiate the changes with opposing counsel, and a red-lined version is prepared for mutual review. This process may be repeated several times, depending on how complicated the document is and how large monetarily the transaction may be.

In addition to the agreements themselves, I prepare the necessary resolutions (directorial or stockholder or joint) approving the agreement if my client does not prepare them. (If, say, a Secretary Certificate certifying to the passage of the resolutions is part of the closing documents, I prefer to draft the resolutions myself.)  I prepare for the closing and do the closing., whether in person, or, as more frequently occurs theses days, via overnight courier.

Areas of Practice

  • Business (transactional)

Overview

About seventeen years ago I resigned from my partnership at the law firm of Bondy & Schloss where I had been practising law as a business lawyer for about thirty-seven years, specializing in commercial and corporate matters. For those most recent seventeen years, as well as when I was with Bondy & Schloss, I have been practising business law in my own law firm as outside counsel to a U.S. wholly owned subsidiary of a European parent. I had handled for that subsidiary most matters as they arose from time to time except for several highly specialized practices such as tax, litigation and pension. For many years I have held the AV Preeminent® rating issued by Martindale Hubbell.

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