Local Solutions to Global Problems
Our firm provides legal services in a wide range of areas of law such that we can offer clients sophisticated legal advice
with respect to multi-faceted issues that clients encounter.
Our firm assists clients with the selection and formation of business entities such as sole proprietorships, general partnerships, limited partnerships, S- and C-corporations, and limited liability companies.
For foreign clients seeking to conduct business in New York and in the United States, we advise them on the proper corporate structure and benefits of off-shore entities.
We also prepare all the necessary corporate documents such as operating agreements, shareholder agreements, minutes and corporate resolutions.
Furthermore, we obtain the different tax identifications for the new corporations so that they can start conducting business in the United States.
Our attorneys have gained recognition for their expertise representing clients in a variety of complex commercial litigation matters, including shareholder disputes; partnership disputes; antitrust; securities litigation; directors and officers liability; injunction actions and other matters where a client requires immediate relief; commercial contract litigation; lender liability litigation; real estate and title insurance litigation; and intellectual property litigation.
We have practiced extensively in state and federal courts in several states, and possess vast experience with alternative dispute resolution, as well as counseling clients in arbitrations, mediations, as well as conciliations.
Gleason & Koatz represents individuals and businesses in starting companies, structuring and negotiating deals (e.g., the sale of a business), drafting documents, and reviewing contracts.
Our lawyers provide sophisticated legal advice with respect to issues important to companies, including regulatory issues, legal aspects of mergers and acquisitions, intellectual property licensing and financial matters.
Perhaps most important, we are intimately involved in the negotiation and documentation of complex contracts, which can cover a huge range of subjects, from the purchase or sale of a business to distribution and manufacturing contracts, to loans or other financing facilities.
Gleason & Koatz enable clients to form the particular business entity that best matches their needs in the United States and abroad, including a closely-held business, sole proprietorship, limited liability company, partnership, joint venture or corporation. We advise clients with regard to directors’ and officers’ liability, dissolution, franchising, reorganization, trade association membership successor and assigns matters.
Gleason & Koatz has significant experience in bankruptcy matters representing creditors, including trials in Bankruptcy Courts in Chapter 11 and Chapter 7 cases and challenging unreasonable fees awarded to professionals by the Bankruptcy Court.
Estates and Trusts
Gleason & Koatz has represented numerous clients in Estate matters in Surrogate’s Courts throughout New York City. Our experience has allowed us to provide unparalleled service and results for our clients.
Our firm has served its clients with respect to resolving Estate matters including probating wills, will contests, and administering estates without wills. We have, especially, represented foreign clients whose relatives have died leaving assets within the United States. We also assist clients with preparation of living and last wills, health proxies, powers of attorney, testaments, and trusts, both domestic and off-shore such as Living, Revocable, Irrevocable, Settlement, Educational, Life Insurance, Business, Charitable that best serve the client’s needs.
Mergers and Acquisitions
Our attorneys have the ability to counsel entities contemplating a mergers or acquisition. Increasingly, we advise on cross-border mergers and acquisitions in which we can provide seamless service to clients in the United States and abroad.
Gleason & Koatz is experienced in assisting with the creation of not-for-profit organizations including qualifying the organization for tax exempt status with the Internal Revenue Service.
The firm’s experience extends to the preparation of opinion letters on behalf of not-for-profit organizations seeking funding from state and local governments.
Real Estate Finance
We represent financial institutions and lenders with regard to federal and state regulatory compliance matters, with special emphasis on new projects and residential and commercial mortgage lending. We represent borrowers and investors in workout and foreclosure proceedings. Our involvement in these matters spans diverse transactions. Some of the areas in which we have considerable experience include working with bank and thrift regulatory agencies in the structuring of settlements, consensual foreclosures, and deed-in-lieu transactions.
Our attorneys work closely for and with real estate investment trusts in transactions throughout the United States.
Real Estate Transactions
Our attorneys have experience in all aspects of property development, sales and acquisitions of property, leases (commercial and residential) and provision of security instruments for commercial, retail, industrial and residential transactions.
Gleason & Koatz assists clients with 1031 transactions, including simultaneous exchanges, delayed exchanges and reverse exchanges.
We have successfully represented over 400 clients in more than 750 real estate transactions in the purchase, sale or lease of commercial, residential, retail and industrial space. We also help our overseas clients with initiatives to purchase real estate in New York as an investment.
We regularly advise and draft property-related security documents, design and undertake required due diligence investigations to identify and evaluate commercial risks associated with real estate transactions, structuring and strategizing initiatives to minimize or eliminate taxation.
Real Estate Opinions
The practice of legal-opinion giving has increased substantially in the past twenty-five years. Gleason & Koatz has decades of experience writing opinions in Mortgage Loan Transactions.
Gleason & Koatz has acted as special counsel to scores of Borrowers in real estate transactions involving mortgage loans of millions of dollars. Such opinions are the customary requirement for the closing of virtually any mortgage loan of substantial size. The importance of the Opinions has increased by the practice of mortgage lenders in securitizing mortgage loans. The commercial mortgage securitization market has steadily evolved since the publication in 1994 of Standard & Poor’s criteria governing commercial mortgage securitization transactions.
Gleason & Koatz renders opinions in connection with each of the three basic types of commercial mortgage securitization transactions: (i) the property-specific or “stand-alone” transaction (i.e., a loan transaction involving a single property with one borrower, multiple properties with one borrower, cross-collateralized multiple properties with multiple borrowers, a small number of non-cross-collateralized properties with unrelated borrowers that does not constitute a pool) and the large loan transaction (i.e., a large loan included within a conduit or pool transaction or a group of large loans to unrelated borrowers that are pooled together); (ii) the pool transaction (i.e., pools of performing loans, pools of nonperforming loans and conduits); and (iii) the credit lease transaction.
Among the opinions Gleason & Koatz writes is the enforceability opinion. This opinion opines that the various loan documents are enforceable, i.e. constitute a valid and binding obligation and agreement of the Borrower, enforceable in accordance with its terms. An opinion often related to enforceability is the due authority opinion, which opines that the Borrower (and often the Guarantor and sole member of the Borrower) have the limited liability company (or partnership) authority to enter into and perform the obligations of the Loan Documents to which each is a party.
Yet another opinion Gleason & Koatz frequently renders is the non-consolidation opinion. Gleason & Koatz acts in this regard as independent legal counsel to a Borrower and is to the effect that, upon the insolvency of (1) any member or group of affiliated members (or group of family members) having a greater than 49% interest in the Borrower (usually a single purpose entity that is a Delaware limited liability company, the “SPE LLC”) or (2) an affiliated property manager, the SPE LLC and its assets and liabilities would not be substantively consolidated with that of the insolvent member or affiliated property manager. The non-consolidation opinion Gleason & Koatz also opines that upon the insolvency of any equity owner or group of affiliated equity owners (or group of family members) who have a greater than 49% interest in the SPE member, the SPE member and its assets and liabilities would not be substantively consolidated with that of the insolvent equity owner.
Gleason & Koatz also writes opinions certifying that certain transactions (usually re-purchase and security agreements) qualify as a “true sale”. Gleason & Koatz renders opinions for transactions in which a Borrower engages in the defeasance of a loan.