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Gleason & Koatz, LLP | Client Transactions
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In Challenging Times, You Can Trust Us

Client Transactions

We have represented a wide range of clients with respect to an extensive scope of legal matters.
The representative transactions below span a scope of sophisticated and complex issues affecting our clients.

Banking and Finance

Representation of the Royal Bank of Scotland plc in connection with guarantee based financing extended to companies such as Raytheon, and General Electric Credit Corporation (in its acquisition of Avis Worldwide UK). Our representation has included performing due diligence in connection with the financing, preparation of guarantees and keep-well agreements. The borrowers have been represented by Ropes & Gray of Boston, and by Stikeman Elliot of Montreal, Quebec. The asset-based financing provided by the bank has ranged from $1 million to $80 million.

Represented PriceWaterhouseCoopers in connection with fulfillment of Federal Reserve Bank Requirements.

Representation of a New York real estate developer, including preparation of mortgage and mezzanine non-consolidation opinion letter.

Commercial Litigation

Represented owner of leasehold interest in Flatotel on West 53rd Street in successful bid to obtain Court order that tenant be granted possession under the lease. Successfully obtained at the New York Supreme Court Appellate Division level. Case reported in the New York Law Journal.

Represented a Cancun, Mexico hotel in defense of a $38 million foreclosure action in the United States District Court and the Second Circuit Court of Appeals against Dewey Ballantine and Cleary Gottlieb.

Litigation on behalf of South Americans corporate investors against beneficial owners of Bahamas bank who looted $900 million client funds.

Defended Italian restaurant and pizzeria against waste disposal company lawsuit.

Extensive appellate work on behalf of U.S. and foreign clients in both the New York and Federal courts of appeal.

Represented Adamar of New Jersey, Inc., the operator of Tropicana Hotel and Casino in Atlanta City, New Jersey in defense of multiple personal injury actions against it in the New York State and Federal Courts.

Litigated on behalf of wrongfully terminated U.S. corporate food manufacturer resulting in successful recovery of $1.7 million.

Represented the Republic of Argentina and successfully persuaded the United States Court of Appeals for the District of Columbia not only to reverse the District Court’s recognition of British Company’s arbitral award but also vacated the arbitration award awarded as void ab initio.

Litigated on behalf of Argentine manufacturer of mattress-making equipment regarding failure to pay sales commissions.

Litigation on behalf of Argentine individuals with respect to banking law resulting in argument before the Second Circuit Court of Appeals.

Representation of Brazilian corporation in Federal and State courts regarding seizure of its assets by U.S. authorities.

Litigation on behalf of Argentine citizens concerning Republic of Argentina bond default..

$1.2 million Letter of Credit litigation on behalf Asian clothing manufacturers resulting in appeal to the Court of Appeals for the Third Circuit.

Successfully recovered damages on behalf of New York Mets world championship baseball team for television broadcast company and airline’s unlawful use of Mets likeness.

Successfully litigated trademark and contractual violations against Fish & Richardson.

Representation of a French individual and successful defense of litigation brought in the United States District Court for the Southern District of New York by an investment banking firm to recover a commission allegedly due as a result of attempted purchase of $600 million of Eurotunnel debt.

$500,000 litigation on behalf of U.S. importer against Mexican corporation against Thacher Proffitt & Wood.

Represented Spanish client litigating in U.S. District Court against U.S. importer for breach of contract.

Litigation in California on behalf of Argentine organization representing Argentine manufacturers of magnetic and optic devices.

Represented Peruvian client with claims against Foreign Exchange traders for unauthorized trading.

Defended New York dairy company against dairy producer suing for alleged breach of security and supply agreements.

Litigated dispute between Argentinean Korean fishing fleet owners in New York with respect to bank fraud.

Successfully sued a national law firm whose partner operated a Ponzi scheme that defrauded one of the firm’s clients.

Commercial and Residential Real Estate

Represented over 400 clients in over 750 deals for private and commercial real estate purchases and sales as well as commercial leases.

Represented Helmsley-Spear, Inc. a major New York City real estate developer and broker, with respect to commercial lease negotiations, draft management agreements and litigation.

Represent high-end Spanish manufacturer with respect to store leases in Soho, Upper East Side and Palm Beach, Florida.

Represent The Moinian Group, a major New York City real estate developer with respect to re-financing transactions; mortgage financing; lease negotiations and mortgage non-consolidation opinion letters.

Represented numerous Latin Americans and European individuals with respect to the purchase and sale of residential property in the United Stated, including (i)sale of $4 million townhouse on the Upper West Side; and (ii) purchase and refinance of $7.2 million condominium in the Trump World Tower; and (iii) purchase and sale of Park Avenue co-operative apartments.

Represented Spanish hotel group in its acquisition of two New York City hotels.

Negotiated restaurant and bar leases in Lower East Side for Spanish group.

Negotiated major Chilean bank’s commercial lease for New York City printing company.

Negotiated hotel licensing agreement on behalf of Argentine hotel group.

Represented numerous Spanish and Latin American investment groups as well as individuals purchasing luxury condominium apartments in New York City including Galleria, 15 Central Park West, 20 West 53rd Street,Veneto, etc.

Negotiated commercial office leases for architectural group in Midtown and in Garment District.

Negotiated commercial lease for the Delegation of the European Commission to the United Nations.

Negotiated real estate transactions on behalf of the Argentine Permanent Mission to the United Nations and also represent the Argentine Consulate with respect various matters.

Represented biodiesel fuel manufacturer with respect to commercial lease. Advised Spanish appliance company regarding various warehouse leases.

Negotiated purchasers of several Manhattan townhouses by French/Dutch group, including negotiation of architect contracts.

Represented East Asian restaurant group with respect to negotiation of leases and various agreements.

Represented Thai restaurant chain with respect to leasing space and relater matters.

Represented dissident co-op group with respect to disputed co-op elections.

Negotiated purchases of multiple condominiums for Venezuelans clients.

Represented co-operative corporations in Queens and Bronx New York.

Negotiated sales of Mexican restaurant, high-end sandwich and pizza shop, Chinatown restaurant, and vegetarian Italian restaurant.

Negotiated purchase of East Village bar and lounge, and commercial lease of Greenwich Village bar and restaurant.

Commercial Transactions

Representation of Football Club Barcelona with respect to player’s contracts and other related issues.

Negotiated master franchise agreement for Spanish company in the Kingdom of Spain to sell GNC vitamin and health products.

Negotiated U.S. company’s joint venture with Argentine housing developer while working with Argentine co-counsel, Marval O’Farrell & Mairal.

Represented U.S. entity opening business in Uruguay with respect to setting up operations.

Represented foreign shippers regarding Carriage of Goods Shipping Act.

Representation of Spanish tennis academy in joint venture and licensing agreement with Florida tennis group.

Represent German manufacturer of pesticides with respect to U.S. and Latin American commercial transactions, and creditor bankruptcy actions.

Represent wholesale milk dealer with respect to commercial transactions including sales and distribution agreements, and security agreements.

Represented U.S. company which worked closely with State and Local governments regarding placement of unemployed workers.

Counsel for U.S. based Spanish advertising and graphic design firm, and have represented same in litigation against White & Case, and Fulbright & Jaworski.

Negotiated Shareholders Agreement between Spanish manufacturer and U.S. partner.

Negotiated on behalf of Venezuelans participating in that country’s private telephone business.

Negotiated license agreement on behalf of Spanish company with NY transportation company.

Negotiated settlement of wrongful breach of distribution agreement in Spain by U.S. company against Cooley LLP.

Represented importer of luxury cars against Port Authority and parties represented by Pavia & Harcourt.

Representation of Argentine energy company with respect to fuel cell technology.

Corporate and Business Formation

Representation of hundreds of individuals and businesses seeking to do business in New York and nationwide as well as with respect to the purchase of real estate by establishing New York and Delaware corporations and offshore entities including the preparation of operating agreements and shareholder agreements among other corporate documents, such as:

Creation of LLC for Spanish clients creating budget travel business, including preparation of employment agreements and trademark protection.

Established LLC for French clients selling of high-end publications regarding guitars.

Incorporated LLC for import and distribution of Mediterranean style foods into the United States by Spanish client.

Negotiated Operating Agreement for Delaware LLC with respect to Investor Rights Agreement.

Creation of LLC for Uruguayan clients for setting up business in New Jersey.

Incorporated LLC for Argentine clients engaged in commercial business in the United States.

Established LLC for Chilean clients engaged in metal trades.

Assisted Argentine clients with LLC incorporation for computer services company.

Incorporated New York company for Argentine client offering and brokering land sales in Argentina.

Represented New York-based public relations and consulting company owned by Spaniards, including regular corporate maintenance and negotiation of relevant agreements.

Corporate Matters and Mergers & Acquisitions

General Counsel to Spanish Internet company in connection with its Initial Public Offering.

Represented Bristol-Meyers in its $50 million acquisition of a French pharmaceutical company.

Representation of Dominican-owned company selling one-half of its shares in its U.S. operations to medical group.

Represented an information technology company, in its $35 million acquisition of Intelligex, Inc., another technology company (represented by Carter Ledyard Milburn).

Special counsel to purchaser of group of Dunkin’ Donuts restaurants in New York area with respect to leases, enforceability and due authority opinions, and escrow agreements.

Special counsel to Argentine-Mexican travel industry group acquiring Delaware-based hotel on-line reservation company for $20,000,000.

Representation of Colombian company in regard to its acquisition of a Mexican corporation.

Represented client in dispute over dissolution of business engaged in advertising.

Representation of a New York based merger-and-acquisition consultant company, and prepared Employment Stock Option Plans, and fulfilled corporate compliance requirements for the company.

Represented a French clothing manufacturer in its $10 million licensing and trademark transaction with the University of California at Los Angeles (“UCLA”) and with Donna Karan Studio. Proskauer Rose represented Donna Karan.

Represented client with respect to the sale of three tanning salons to a competitor.

Represented Spanish event-planning company in the acquisition of US-based company.

Creditor’s Rights

Representation of Pilots’ Union with respect to Avianca’s Chapter 11 proceeding in the United States Bankruptcy Court for the Southern District of New York.

Represented Uruguayan company creditor in Lehman Brother´s bankruptcy and negotiated sale of its claim to third party.

Represented creditors including appliance company and chemical company with respect to disputed preferential transfers.

Represented tenant-creditor in involuntary bankruptcy proceeding and successfully bargained a $2.5 million settlement of its leasehold rights.

Election Law

Representation of New York City Council candidate with respect to polling and ballot issues, as well as representation before the Campaign Finance Board.

Estates and Trusts

Represent lawyer’s Estate, including handling business and client matters for the Estate.

Represented Colombian heirs to Estate and successfully litigated with major New York bank to obtain funds held in its account by deceased Colombian.

Represent Estate of clothing businessman, including on-going claims against former partner.

Represented Argentines contesting will submitted by deceased relative’s nurse.

Represent Spanish heirs of decedent who owned account in major United States bank, including successfully contesting funds escheating to New Jersey.

Successfully represented Spanish heirs and relatives of deceased New York lawyer with respect to probate of New York will.

Represent Brazilian heirs to decedents owing New York real estate, including defending against IRS claim for Estate taxes.

Represented Chilean heirs to assets held by Chilean decedent in New York and in Switzerland, and successfully obtained same.

New York counsel to Argentine widow of Virginian decedent defending will contest in Virginia.

Special counsel to testamentary Spanish heirs of decedent who worked in the United Nations.

Represent heirs for deceased relative owning assets in the Philippines.

Litigated in New York Surrogate’s on behalf of Puerto Rican heirs of Estate under Public Administrator supervision.

Counsel to lawyer setting up Irrevocable Life Insurance Trust.

Represented client awarded settlement with respect to preparation of a Qualified Settlement Trust.

Prepared Living Trusts for several clients.

Represented Argentine residents with respect to New York Trust.

Represented client with respect to setting up New York Business Trust.

Foreign Government Representation

Argentine Mission and Consulate

Represented the Argentine Mission and Consulate with respect to legal opinions regarding commercial contracts, real estate leases and labor law in New York.

Mission of the European Union, Commission to the United Nations

Represented the Mission of the Commission of the European Union to the United Nations with respect to commercial lease.

Paraguayan Mission

Represented the Paraguayan Mission to the United Nations with respect to real estate transaction.

Intellectual Property

Representation of Abalone, S. A. a French corporation with respect to protection of its United States trademark rights.

Representation of a French client with respect to successful defense in the United States District Court for the Western District of Washington (State) of a “cyber squatting” action (i.e. illegal usurpation of trademark by use of Internet domain name).

Litigated trademark and distribution dispute regarding U.S. manufacturers of children’s furniture resulting in argument before Second Circuit Court of Appeals.

Representation of Argentine company in litigation concerning protection of patent and licensing rights.

Insider Trading

Defended insider trading case for $6 million brought by the United States Securities and Exchange Commission against Mexican client alongside co-defendant’s counsel., Cravath Swaine & Moore, Milbank Tweed Hadley & McCloy, Squadron Ellenoff Plesent & Sheinfeld, and Hogan & Hartson.

Represented foreign investor with respect to fulfillment of Securities and Exchange Act requirements for marketing of securities.

Represented hedge fund manager with respect to entering plea deal with the United States Government and cooperation with ongoing investigation by the Security and Exchanges Commission

Legal Opinions in Commercial Real Estate Transactions

Gleason & Koatz has worked closely with some the largest national law firms in writing independent opinion letters for mortgage loan transactions. We have written over 2,000 opinions for over 600 deals with each transaction exceeding $25 million. We also work directly with real estate developers providing them with mortgage and mezzanine non-consolidation opinions for asset-based financing ranging from $25 million to over $200 million.

For example, the representation of The Moinian Group a major New York real estate developer. Our services include preparation of mortgage and mezzanine non-consolidation opinion letters that were negotiated with, among others, Skadden Arps Slade Meagher & Flom, Fried Frank Harris Shriver & Jacobson, Proskauer Rose, Kronish Lieb, White and Case, Greenber Traurig, Shearman & Sterling, Paul, Hastings, Janofsky & Walker, Cadwalader, Wickersham & Taft LLP and Dechert Price & Rhodes in connection with asset-based financing for the Moinian Group. The asset-based financing provided by the lenders has ranged from $50 million to $180 million.

Not-for-Profit Organizations

Representation of several not-for-profit corporations from organization to IRS approval to general counsel.