The Schulman Law Firm represents clients of all sizes in the areas of Corporate and Securities Compliance, Bankruptcy and Restructuring, Employment Law, and Insurance. The Schulman Law Firm provides dispute resolution guidance in litigations and arbitrations, as well as transactional business advice.
Litigation and Arbitration
The Schulman Law Firm represents clients of all sizes in trials, arbitrations, and appeals, in federal and state courts. Our attorneys handle disputes ranging in size from hundreds of millions of dollars, down to smaller commercial matters. Each case is equally important to us. Our unfailing drive to understand and implement our clients' business and litigation objectives sets us apart.
Our trial practice is complemented by extensive experience representing clients before federal and state agencies (SEC, EEOC, etc.), as well as before self-regulatory institutions (e.g., FINRA), and other non-judicial forums, such as federal government boards of contract appeal. We also conduct investigations into alleged wrongdoing by corporate executives and employees, including everything from purported stock options backdating to anonymous Internet postings.
We also have substantial alternative dispute resolution (ADR) experience. We represent clients in mediations, arbitrations, neutral panels, and other ADR proceedings, and have appeared before multiple panels, including American Arbitration Association (AAA), JAMS, Inc. (formerly known as Judicial Arbitration and Mediation Services), International Centre for Dispute Resolution (ICDR), the London Court of International Arbitration (LCIA), the International Chamber of Commerce (ICC), the Financial Industry Regulatory Authority (FINRA), and the Real Estate Board of New York (REBNY), among many others.
Our diverse litigation practice encompasses the following core areas:
- Commercial litigation
- Business Breakup (so-called business divorce)
- Corporate Governance, Internal Investigations, and Compliance
- Electronic Discovery and Evidence
- Employment Disputes, and Employment Discrimination Claims
- Entertainment & Media
- ERISA
- Financial Services
- Intellectual Property
- Oil and Gas
- Product, Premises and Tort Liability
- Real Estate
- Securities
Corporate and Securities Practice
We have experience representing national and international institutions, and smaller companies, in connection with ordinary and extra-ordinary transactions, including in most areas of banking and finance, starting with non-disclosure agreements and memorandums of understanding, and finishing with completed/closed deals. Clients whom we have represented in acquisitions and sales include lenders, borrowers, venture capitalists, funds, manufacturers, and investors.
We represent both banks/lenders and borrowers. Recent matters include loans, leases, and other finance transactions, including equipment leases, letters of credit, and factoring agreements.
Transactions include a variety of smaller contracts and agreements. We also have handled M&A transactions ranging in size from $1 million equity investment to the sale of a company for in excess of $100 million.
We represent multiple capital markets clients, including multiple broker/dealers and investment advisors, as well as private equity firms, hedge funds, smaller investment banking firms, capital management firms, fund managers, and fund administrators for whom we negotiate and draft contracts with their clients; negotiate and draft contracts with service providers and suppliers; draft (and negotiate with their clients) electronic brokerage agreements, clearing broker agreements, introducing broker agreements; provide regulatory and compliance advice; draft compliance manuals, employment manuals, and procedures manuals; conduct investigations; and represent in connection with audits and investigations by the SEC and various self-regulatory authorities, such as FINRA, as well as matters with state regulators.
Among the multiple introducing, clearing, or executing brokers that we represent are several US broker-dealers that are owned by foreign institutions, and we are aware of their unique regulatory concerns (including Rule 15a-6).
Other corporate work is provided to clients that are not financial institutions or in the capital markets. The work we provide to them cannot as easily be summarized, but it includes routine agreements and corporate work, ranging from negotiation and drafting of contracts for purchase or sale of goods or services, to software licenses, to agreements with real estate brokerage firms and negotiation of leases and contracts for the purchase or lease of real estate.
Bankruptcy and Restructuring
Bankruptcy and creditors' rights, broadly defined, lies at the intersection of litigation and corporate practice. In our view, a deep knowledge of bankruptcy and creditors' rights is essential for all litigators, and for all corporate attorneys.
Nearly every corporate transaction must take into account the possibility of insolvency or bankruptcy of a party to the transaction, and the legal implications under the US Bankruptcy Code or analogous system applicable to a particular entity, be that a SIPC liquidation of a broker/dealer, FDIC seizure of a bank; or a state law liquidation of an insurance company (often paired with parallel bankruptcy proceedings of parent holding companies).
Bankruptcy is also an alternative mechanism for acquisitions: a bankruptcy judge can be essential to provide clear title to an asset, free and clear of competing claims. And funds also routinely purchase bankruptcy claims, on which we advise.
Turning to litigation or arbitration, the possibility of bankruptcy is often a double-edged sword: the threat of involuntary bankruptcy can aid in collection of a debt or the filing of a bankruptcy or analogous proceeding can delay enforcement of a debt, or can transform the priority of payment to various creditors.
We have extensive experience in all aspects of U.S. bankruptcy, from filing involuntary and voluntary bankruptcy petitions; litigation and negotiation of adversary proceedings; negotiation and litigation of plans of reorganization, use of cash collateral; filing, estimation and litigation of claims; the plan disclosure and confirmation process; and the acquisition of assets through bankruptcy sales.
Anti-Money Laundering, Anti-Corruption Compliance, and Corporate Governance
The attorneys of The Schulman Law Firm have counseled domestic companies and their foreign affiliates, foreign companies, and individuals on the scope, meaning, and application of AML, KYC, FCPA, UK Bribery Act, and related laws and regulations, involving a wide spectrum of countries and issues. Our anti-money laundering, anti-corruption, and corporate governance practice primarily involves preventive advice, counseling, and training.
The Schulman Law Firm offers the following anti-money laundering, anti-corruption and corporate governance related services:
- The design, development, and implementation of compliance programs, including training, benchmarking, and best practices advice for AML, KYC, FCPA, UK Bribery Act, and related laws and regulations;
- The design, development, and implementation of corporate governance programs, including training, benchmarking, and best practices advice for corporate policies and procedures pertaining to data-privacy (customers, employees, and counter-parties), data breaches, data-processing, whistle-blowers, employment, shareholder rights, and anti-corruption.
- Providing counsel with respect to the scope and extent of due diligence, risk mitigation, and audits on partners, consultants, representatives, intermediaries, and other third parties;
- Providing counsel and representation to buyers and sellers in M&A transactions;
- Developing risk mitigation safeguards in a variety of transactional and dispute contexts;
- Advising on collateral regulatory regimes pertaining to marketing activities, sales commissions, anti-money laundering and anti-corruption laws and regulations, tax issues, and political contributions; and
- Assisting clients in resolving litigation or arbitration arising from AML, KYC, FCPA and UK Bribery Act compliance requirements, data-privacy, data breaches, whistle-blowers, employment, and shareholder rights.
Employment
The Schulman Law Firm has extensive experience advising and litigating matters involving all aspects of the employment relationship, ranging from employment manuals, policies, and employment contracts, to investigation and defense (litigation) of employment disputes (employment discrimination, sexual harassment, wrongful discharge, covenants not to compete, individual employment contracts, and work-related torts). We regularly appear in arbitrations and other alternative dispute resolution proceedings (among others, FINRA and AAA), and before the EEOC and various state and city Human Rights Commissions.
How We Can Help
- Workplace manuals and policies: We write employment manuals, and develop and implement policies and systems that monitor and enforce applicable employment laws, such as company policies and procedures; civil rights (employment discrimination); laws governing harassment; drug and alcohol testing, lie detectors, and other policies or procedures relating to employee privacy, and disability and family and medical leave requirements under local, state and federal law.
- General and specific advice to company executives or HR Departments.
- Draft form employment contracts, and draft and negotiate contracts with or for key executives.
- Advice as to legal and regulatory changes and requirements, ranging from regulatory requirements associated with reductions in workforce, to recent requirements under the Labor Law, such as the notices to be distributed (and signed) by employees pursuant to the NY Wage Theft Prevention Act.
- Investigations. Investigate claims of discrimination, kickbacks, employee theft, and bribery. Matters range from sensitive investigations of rank-and-file employees including junior managers to ultra-sensitive investigations of allegations against senior management.
- Defense of employment discrimination charges and litigation.
- Drafting, negotiation, and litigation of matters encompassed by restrictive covenants, fiduciary duties, and torts (such as claims for tortious interference with contract or interference with prospective business relations), including litigation and negotiation of disputes between different employers relating to claimed breaches by a former employee of his or her covenants not to compete or not to solicit.
Business Breakups
The Schulman Law Firm has extensive experience representing shareholders, partners, and LLC members through the breakup and dissolution of private businesses.
We have represented clients in business breakups involving the following issues:
- Absence of a shareholder (corporation, LLC, or LLP) agreement
- Breach of fiduciary duties by shareholder, member, officer, or director
- Buyout rights agreements
- Corporate deadlock disputes
- Covenants not to compete
- Equitable relief
- Executive compensation, buyout agreements, and buyout rights
- Minority owner rights and oppression
- Preliminary and permanent injunctions
- Self-dealing
- Equity owner disputes against other owners, managers, or general partners
- Shareholder appraisal rights
- Shareholder buyout
- Valuation issues
Banks, Factors, and Leasing Companies
Attorneys at The Schulman Law Firm represent banks, factors, and leasing companies.
Work for banks has encompassed the gamut of corporate and litigation work for both commercial and investment banks, such as corporate finance, corporate trust, personal trust, protective control/security, AML, loans, securitized loans, loan portfolios, retail banking, employment, regulatory, insurance, audits, corporate governance, risk, retail banking, etc. to work for bank subsidiaries (factors, leasing companies, broker/dealers).
For factors, the transactions have ranged from the traditional industries (clothing manufacturers and retailers), to most recently, a factored loan to an entity that purchases and sells organic grains.
For leasing companies, clients include a bank-owned leasing company that leases aircraft, as well as smaller ticket items, and a leasing company that is a subsidiary of a major manufacturer of construction equipment. We occasionally have been on the other side of these transactions, and currently represent an oil and gas company in re-negotiating a sale/leaseback transaction for rigs.
Reinsurance -- and Insurance
The Schulman Law Firm represents clients in insurance and reinsurance disputes, including policies for: excess coverage, facultative and treaty reinsurance (including excess of loss and stop loss non-proportional reinsurance), as well as property and casualty insurance, comprehensive general liability, errors and omissions, fidelity/employee theft policies, employers liability, intellectual property coverage, workers compensation, professional liability, fiduciary liability, bodily injury, and property damage.
The practice includes factual investigation, and analyses of policy coverage, denials, and reservations of rights, and resolution of disputes between and among reinsurers, between and among insurers, between and among reinsurers and insurers, and by and between insurers and insured entities, as well as representing insured entities.