DEPARTMENTS

The attorneys principally engaged in the Firm's general corporate practice handle a broad spectrum of transaction-oriented matters and provide assistance in the formation and organization of corporations, general and limited partnerships, limited liability companies and sole proprietorships. The Firm assists businesses with capital formation initiatives, debt financing transactions, facilities acquisition, insurance matters, contract matters and other related matters. The Firm also provides advice on a regular basis to clients concerning the organizational or operational needs of their enterprises. In many instances, the Firm serves as general counsel to businesses and organizations under retainer relationships whereby the Firm is responsible to provide, or assist in providing, all of the legal services required by a client.

The attorneys engaged in the Firm's general corporate practice also have special expertise in matters involving the formation and regulation of not-for-profit organizations. In addition to the services referred to above, Firm attorneys in the general corporate area have extensive experience regarding the specialized needs of tax-exempt organizations, public benefit corporations, community groups and foundations. Services to these clients also include licensing, interpretation of governmental regulations, development of employee and personnel policies, tax exemption issues, and charitable fundraising issues.

The attorneys in this area have represented lenders in negotiating, structuring and preparing term loans, revolving credit, construction loans, secured loans, letters of credit, guaranty, security, pledge, assignment, subordination and other related agreements.

The Firm's corporate attorneys have also been involved in the private placement of asset-backed, government, corporate debt, and equity securities including commercial paper transactions, pooling and servicing agreements for credit card and consumer finance receivables, custody agreements for the issuance of custodial receipts based on a portfolio of insured bonds, and global certificates of deposit in connection with the issuance of dollar-denominated negotiable certificates of deposit by foreign banks.

The attorneys principally engaged in the Firm's real estate practice have represented clients in many types of real estate transactions, including purchases and sales, construction and permanent financing, commercial development and leasing, as well as cooperative and condominium matters. In these transactions, the Firm participates in their structuring, prepares and negotiates necessary agreements, reviews title and other documents pertinent to the property, and handles closings.

The Firm's real estate attorneys have represented borrowers in commercial lending and venture capital transactions and have represented lenders, borrowers, and investors in structuring and closing transactions involving the syndication of federal housing tax credits and historic tax credits. The Firm has assisted not-for-profit companies in the development of real estate projects for specialized uses with financing provided through State Aid Grant Liens and refinancing with the proceeds of tax-exempt bonds.

Firm attorneys have also acquired an expertise in high-volume residential real estate loan closings by working with developers, lenders and home buyers in the initial sales of homes developed under the New York City Housing Partnership's home building program in conjunction with the New York City Department of Housing Preservation and Development ("HPD").

The Firm has acted as developer's counsel to for-profit and not-for-profit entities in the development of real estate projects under housing construction and rehabilitation programs sponsored by HPD and financed by the Local Initiatives Services Corporation, the Enterprise Foundation and the New York Equity Fund for the purpose of obtaining low-income housing tax credits. In addition, the Firm has acted as investor counsel to the Federal National Mortgage Association in connection with Fannie Mae's investment in development projects involving historic tax credits.

The Firm also represents several banks and other mortgage lenders in the documentation and closing of residential mortgage loans for the purchase or refinance of one-to-four family homes and cooperative and condominium apartment units.

The litigation area handles all phases of commercial litigation including the preparing of cases for trial, discovery, drafting of motions, conducting settlement negotiations, and ongoing consulting with and counseling to the client. Attorneys in the litigation area regularly appear before New York State courts, United States District Courts, and administrative and regulatory agencies.

The Firm's commercial litigation experience includes the resolution of disputes concerning contracts, warranties, joint ventures, corporate dissolution, real estate and construction matters, debtor and creditor issues, as well as commercial landlord and tenant litigation. Attorneys in the Firm's Litigation Department have acquired extensive experience representing employers in defense of employee claims of discrimination and appear regularly before the United States Equal Employment Opportunity Commission and the New York State Division of Human Rights. The Firm also provides regular advice and counsel to its clients engaged in health care services on such issues as complying with Medicare and Medicaid laws and the confidentiality of patients' records and disclosure of patient-related information.

The litigation area also handles actions for corporate clients involving issues of creditors' rights. These services include commercial foreclosures, obtaining prejudgment relief such as replevins, attachment and injunctions, and advising clients as to their rights and remedies as secured creditors or lessors in out-of-court work-outs.

The Firm's health care practice provides services to hospitals, out-patient health facilities, special care facilities, medical management groups, ancillary service providers such as laboratories and pharmacies, and individual practitioners. A focus of the health care practice is community based primary care and human service organizations. The Firm's attorneys provide clients with specialized assistance concerning licensing; compliance with federal, state and local regulatory agency requirements; responding to regulatory audits; administrative hearings and appeal; risk management oversight; patient treatment issues such as informed consent, confidentiality, and patient research matters; and policy development. Great expertise has been developed in assisting health care providers in the submission of third party payments with an emphasis on Medicaid and Medicare payments.

The Firm's health care practice also counsels a variety of providers on how they may best participate in a managed care environment. The Firm advises providers which seek to contract with managed care plans and assists providers wishing to form networks, joint ventures, or other alliances. The Firm also counsels organizations on the development of compliance programs to ensure that all billing and regulatory requirements are being met.

The Firm is registered as a lobbyist in New York State and advocates on behalf of health care and human services providers on a variety of regulatory and reimbursement issues.