General Corporate

Lettera Mosiello LLP provides clients with general corporate legal advice that is practical, tax advantageous and consistent with the objectives of the client. We provide these services to a wide spectrum of clients, large and small, including private and publicly held companies, private equity and venture capital firms, institutional investors, lenders, familes and individuals.

Our extensive business experience, coupled with a proactive approach to addressing our clients’ legal and financial needs, enables our clients to focus their attention on growth and success. Our attorneys have the legal and transactional experience to assist clients in making operational and strategic decisions to build and capture value. We pride ourselves on providing timely, proactive solutions and practical advice to our clients, making us a value-added strategic partner in their businesses. Our goal is not only to satisfy a client’s needs, but to anticipate them as well.

Private Equity

We provide advice regarding all aspects of complex private equity transactions, including leveraged buyouts, management buyouts, mergers & acquisitions, going private transactions, recapitalizations, work out situations, public market exits, varied equity structures, layered debt facilities and management incentives.

Our responsiveness and comprehensive transaction management distinguishes us in the private equity field.

Mergers & Acquisitions

Our experience in handling sophisticated merger and acquisition transactions includes acquisitions, divestitures, spin-offs and leveraged buy-outs, asset and stock purchases and sales of subsidiaries and divisions.We are experienced in representing sellers, buyers, investors, private equity funds, venture capital funds, other institutional investors and management groups.

We have the experience to handle all aspects of merger and acquisition transactions from the initial negotiations through closing.  We fully understand the sectors within which our clients operate enabling us to become deeply involved as a truly valuable member of a broader client team.

Venture Capital

Our venture capital clients invest in a wide range of companies, from start-ups to growth capital investments in more mature operating companies. Our clients include venture capital funds, venture capital divisions of multinational entities and individual angel investors.

Our network of contacts and knowledge of industry trends provides our clients with a competitive advantage. We regularly advise venture capital funds on a variety of legal matters, including portfolio investments, structuring equity and compensation arrangements for management and liquidity events.

Our extensive deal experience in venture capital transactions enables us to provide advice with respect to developments in market terms and solutions to structuring issues.

Corporate Finance

We assist our clients in obtaining the equity and debt financing necessary for the successful growth and operation of their businesses. We have assisted clients in raising capital through private placements of equity and convertible debt offerings from a wide array of private investors, venture capital and private equity groups, strategic investors and financial institutions.

We also have considerable experience in capital raising transactions and have counseled borrowers and lenders in numerous forms of financing transactions.

We represent clients in connection with commercial loan facilities, including working capital lines, cash flow and hybrid facilities and domestic and international loan syndications.

Intellectual Property

We take a multifaceted approach to today’s most challenging issues in the development, protection and exploitation of intellectual property assets. We regularly advise and represent clients in regard to patents, trademarks, copyrights and trade secrets. We also handle matters regarding franchise law, technology licensing and transactions, restrictive covenants and Information Management, including privacy & data security, outsourcing, e-commerce, the Internet and social media. In addition to counseling our clients in connection with prosecution, compliance and transactions, we also regularly handle litigation arising in all of the different areas of our practice.

Litigation

We represent businesses of all sizes and individuals in counseling and litigating a broad range of civil and commercial matters. Among the many substantive issues we have tackled are disputes involving contract rights, fraud allegations, trade secrets, shareholder rights, trademark and trade dress rights, unfair competition, franchise issues, real estate, broker-client relationships, attorney-client relationships and other corporate matters. Our trial practice also involves appearing before administrative agencies and arbitrators. We work closely with each client to review all case strategic and budget decisions to achieve the desired result in a fair and economical manner.

We believe that successful dispute resolution advances business objectives efficiently. The stakes in litigation are often high, and it can be a lengthy and emotional experience. In each case, we develop a strategy designed to cut to the heart of the matter. We believe our adversaries recognize a well-prepared and focused advocate, which leads to better settlements, or, alternatively, to a better presentation at trial.

Commercial Litigation

Lettera Mosiello LLP has seasoned attorneys to handle all of your commercial litigation needs.

Commercial litigation is, in general, any type of legal controversy related to business issues, whether between businesses, or between a business and an individual.

Cases that fall under the heading of Commercial Litigation include, but are not limited to those involving:

• Breaches of contract;
• Class actions;
• ERISA;
• Employment disputes;
• Business dissolution;
• Interference with business relationships;
• Disputes over non-compete clauses;
• Civil RICO;
• Breaches of fiduciary duty;
• Franchise issues;
• Shareholder issues;
• Partnership disputes;
• and Debt collection.

Commercial litigation covers all business-related conflicts, and usually involves two or more businesses in a dispute over money or other property. Classic examples include suits for:

• Misuse of Intellectual Property:

Patents, copyrights, trademarks, trade dress, service marks, and trade secrets.

• Antitrust Violations:

Monopolization of a line of business, group boycotts, price discrimination, tying arrangements, and conspiracies to fix prices, allocate customers, divide territories, or otherwise prevent competition.

• Fraud and Deceptive Trade Practices:

Misrepresentations and fraud in business transactions.

• Securities Law Violations:

Deceptive or manipulative conduct in connection with buying and selling stocks, bonds, mutual funds, and other securities, whether privately or on an open market.

• Abuses of Trust:

Breaches of fiduciary duties by persons in positions of trust, including corporate officers and directors, agents, trustees, partners, or majority shareholders.

• Employer/Employee Disputes:

Overtime, disabilities, health and pension benefits, and discrimination (age, race, and gender).

• Collection of Debt:

Promissory notes, guaranty agreements, and mortgages/deeds of trust.

Shareholder and Partnership Litigation

We provide counseling and litigation services in connection with shareholder and partnership disputes in both public and closely held businesses. Issues range from shareholder agreement interpretation to derivative claims and petitions for dissolution.

Fiduciary Litigation

We have been recognized for our high ethical standards and have wide-ranging experience with issues such as guardianship, the formation of trusts, fiduciary conflict of interests, preserving disputed assets, prudent investor issues, tortious interference with expectancy, will contests, and filing disputed claims against estates in state and federal courts.

Contract Litigation

We are often requested to assist clients with questions involving the interpretation and enforcement of contracts.

Real Estate Litigation

Real estate litigation requires experienced professionals who understand sophisticated deal, financing and ownership structures and the unique rules and regulations that apply to real estate and secured transactions in order to help clients achieve their objectives in the most efficient manner possible. We offer clients an integrated, business-minded approach to proactively address their legal needs.

Whether our clients are seeking to ensure adequate security, restructure financial obligations, recover secured or unsecured assets, modify the relationship of debt and equity, manage and enhance assets, or acquire new assets at adjusted cost basis, we have the skill set, experience, and access to legal resources necessary to help our clients maximize their opportunities and avoid unnecessary risks.

We routinely represent owners, developers, secured lenders, loan participants, governmental entities, bondholders, borrowers, landlords, tenants and other clients in disputes involving:

• Purchase/sale contracts and options, including acquisition, post-closing adjustment, specific performance and escrow matters, as well as rescission and other fraud/mistake claims
• Secured loans, including foreclosure, receivership, guaranty enforcement and disbursement issues, as well as lender liability and bad faith claims
• Loan participations and other co-ownership arrangements, including inter-creditor agreement and agent disputes
• Public financing of, and public-private partnerships relating to, infrastructure, low-income housing, and other governmentally supported projects
• Management and operating agreements, including resort, hotel and shopping center operator issues, as well as common area maintenance and other reconciliation issues
• Ownership structures, including partnership, limited liability company and percentage disputes, such as dissolution, participation rights, termination and dilution (squeeze down or out) issues
• Title matters, including bona fide purchaser/encumbrancer status, lien and ownership priority, easement rights, mechanic’s lien rights, adverse possession and other prescriptive rights, and accretion/erosion issues
• Commercial leases, including eviction and forcible detainer actions, and rights of first refusal matters
• Major construction disputes, including subsidence, excavation, general contractor and subcontractor disputes
• Entitlement and other development matters
• Low-income housing requirements, including Section 8 and other HUD-type disputes
• Eminent domain disputes, including litigation regarding fair market value, right to take disputes, urban redevelopment issues and relocation.

This multidisciplinary approach and broad experience translates into efficient and highly effective handling of clients’ real estate issues and disputes before, during, and after they result in litigation or other formal dispute resolution.

Trademark Litigation

We have litigated trademark infringement claims on behalf of trademark owners and alleged trademark infringements.

Appeals

The firm has broad experience in every aspect of Appeals. Appellate litigation requires a completely different set of skills from those of even the most successful trial lawyers. An attorney’s ability to depose an opposing expert, select a jury, or control the flow of evidence at trial, is not a gauge for a persuasive and successful appellate presentation on appeal, where research, analysis, and sharp writing are the strengths most often rewarded. An appeal may encompass criminal appeals, matrimonial and family law appeals, commercial appeals, real estate appeals, and estates, trusts, and wills appeals.

A civil appeal arising out of a decision in New York State Courts can be brought before a final verdict or decision is issued. When an appeal is brought before a final decision, it is called an interlocutory appeal. These appeals are usually best taken if the decision of a judge affects the final outcome of the case. The concept of an interlocutory appeal is far more common in civil appeals than in it is in criminal appeals.

Motions for summary judgment are commonly used to seek dismissal of a case that is not worthy of trial. These decisions can often be close calls and sometime worth appealing instead of continuing on with the case. Litigation is expensive, and New York Court’s recognize the need to sometimes appeal a trial court’s decision before a case has ended in trial court.

The law’s generosity in this regard, however, demands strict adherence to court rules in exchange. An appellant must strictly follow courts rules in creating the appellate record, writing the briefs, and submitting all documentation in support of their appeal. If a trial court’s decision is adverse to you, it is imperative that you act quickly and see an appellate lawyer. The complexity of the rules are seldom navigated successfully by non-lawyers, and present significant challenges even for the most successful trial lawyers.

Trusts and Estates

Estate planning addresses asset management in the event of incapacity and disposition of assets upon death. Well laid plans reserve flexibility, minimize all forms of taxation, obviate probate, transition assets to the right people, at the right time, and in a fashion that is efficient and insulated.

The importance of preserving and transferring a client’s property requires listening to his or her concerns and goals, then explaining the available options to make the best possible decisions. We will guide a family through considering effective transition protocols, address family dynamics and special considerations, design an estate plan, and prepare the vehicles to effectuate and represent families through the probate or administration process.

Some of the tools that are used are revocable trusts, wills, health care proxies, living wills, durable powers of attorney, life insurance trusts, gifting programs, intentionally defective trusts, charitable trusts, grantor trusts, personal residence trusts, private annuities, self cancelling installment notes, etc. Our involvement in this personal planning process extends to all phases, from preparing estate plans and pre-marital agreements through post-mortem tax planning and the administration of estates and trusts.

Estate Planning

Almost all individuals need some form of an estate plan, one that ensures their property will pass in accordance with their wishes and in a tax-efficient manner. Often standing in the way of these goals, however, is a maze of federal and state tax laws and regulations that could leave families with a fraction of what they have worked a lifetime to accumulate.

Through carefully prepared estate planning documents, such as sophisticated Wills and Revocable and Irrevocable Trusts, we help our clients maximize the amount of property available to a surviving spouse, children or other beneficiaries in a way that minimizes income, gift, estate and generation-skipping taxes. In addition, we counsel clients on choosing fiduciaries, designating guardians for minor children, creating Living Wills, and providing arrangements for family members with physical or emotional conditions.

When appropriate, we also provide advice on asset protection planning, charitable giving, and life insurance and retirement benefits planning.

Business Succession Planning

Many of our clients own family businesses or have significant interests in closely held companies that present the unique challenge of balancing family, business and tax goals. Our trusts and estates and corporate attorneys counsel owners on family business succession planning.

The issues we address include providing for the succession of management and ownership control in accordance with the wishes of the senior generation. We also analyze liquidity requirements and create and implement plans for meeting those requirements.

Trust & Estate Administration

In the event of a death in the family, we work with the survivors in all aspects of administering the estate, while remaining sensitive to the grieving process. The firm’s estate administration services include commencing probate proceedings, gathering information about estate assets, examining available post-mortem tax planning techniques, addressing creditors’ claims, preparing tax returns, handling any tax audits and distributing estate assets to family members and other beneficiaries outright or in further trust.

We also assist clients with all aspects of ongoing trust administration.

Asset Protection Planning

We take an integrated approach to wealth protection planning assisting clients in developing customized plans to fit their personal needs. We maintain a highly sophisticated practice assisting clients in employing foreign and domestic strategies to protect wealth.

Asset protection planning is a method of arranging access, control, management and ownership of assets to preserve value for an individual, family or business because of the risk of potential claims by creditors. The strategies a person utilizes in arranging a wealth protection plan will depend on residence, desired mobility, investment objectives, tax and estate planning, necessity of access to wealth and present circumstance.

There are numerous reasons why an individual or business should develop a sound wealth protection plan, including, but not limited to:

• We live in one of the most litigious societies in the world. The contingency fee in our legal system promotes litigation.
• Many individual’s work in a high risk profession such as physicians, real estate investors and developers, engineers and lawyers.
• Wealth creates a target.
• Personal security and mobility protection.
• Numerous family issues, such as divorce and alcohol and drug addiction, create a need for family wealth protection planning.
• The personal life of an individual may create a need to develop a wealth protection plan.
• The unknown, that is, each year a number of cases percolate through our legal system creating new theories of liability for potential plaintiffs.

Family Law

This area covers the laws related to, and regarding families. This includes the establishment of family and domestic relationships, the rules for creating a union – be it domestic partnerships, civil unions, or marriage, as well as their termination or dissolution, and the ensuing issues related to this, such as alimony, child support, property division, custody and the like.

Divorce

We assist clients in all aspects of divorce, such as child custody and support, spousal maintenance, and property division, with the goal of helping clients peaceably resolve potentially contentious issues.

Child Custody

This subset of law also often overlaps with facets of divorce law. Child custody refers to the legal obligation and right a parent or guardian has to care for, make decisions for, supervise, educate and control a minor child for whom he/she is responsible. The issue of child custody may arise in any of the following situations: when a married couple with a minor child of the marriage seeks a divorce; when two unmarried parents of a minor child cannot come to an agreement about custody outside of court; when a parent or legal guardian is found to be unfit or dangerous for the child’s well-being by a court or state agency; and when either or both parents are absent or deceased. Custody is not limited to the child’s parent, but can also be awarded to other family members, to a foster parent or group home, or to other organizations or institutions.

We provide compassionate legal advice and counsel with regard to child custody matters, understanding that child custody is often one of the most difficult issues to resolve.

Child Support

This is a subset of family law and as in Child Custody law, overlaps with divorce law. Child support is court-ordered payment by one parent to the custodial parent of a minor child after divorce or separation as a contribution to the costs of raising the child. This is a provision to ensure that the child should receive equal support from both parents which it would have received if there was no divorce. Usually, the amount of child support is based on the income of both parents, the number of children, the expenses of the custodial parent, and any special needs of the child. Most states have child support guidelines that establish the ordinary support required to raise and care for the child. It may also include health plan coverage, school tuition or other expenses, and may be reduced during periods of extended visitation such as summer vacations.

We help clients determine child support payments at the time of divorce, and also help clients modify or enforce child support arrangements after a divorce has been finalized. With substantial divorce and family law experience, we are able to explain how child support in New York is calculated, and effectively assert the rights of custodial and non-custodial parents.

Spousal Maintenance

This is a subcategory of Divorce Law, and deals with the financial legal obligation one spouse/partner is ordered to pay another spouse/partner after a dissolution of marriage/civil union/domestic partnership. We assist clients in all matters related to divorce, including pre-divorce spousal maintenance and post-divorce spousal support determinations.

Modification Enforcement

We have substantial experience assisting clients in the modification of child custody, support, and spousal maintenance orders, as well as the enforcement of court orders when a parent or former spouse is not meeting his or her custody or support obligations.

Collaborative Law

A collaborative divorce in New York is a matrimonial dispute resolution process whereby both parties and their lawyers commit themselves to resolving their differences fairly and equitably without resorting, or even threatening to resort, to the courts.

Mediation

Divorce mediation is a voluntary process where divorcing couples work together with a trained mediator to negotiate and resolve their differences in a non-adversarial forum. In mediation, no one decides who is right and who is wrong, or who wins and who loses. The mediator merely facilitates communication and helps you to evaluate your options.

For many divorcing couples, mediation has become a viable alternative to the financial costs and emotional toll of traditional adversarial legal representation. Sensibly used, mediation provides the opportunity to find fair and realistic solutions to the economic and practical issues facing the family and also helps to heal the psychological rift. Mediation is based on the premise that the people getting divorced are in the best position to make decisions that will have long-term personal and financial consequences on their lives.

At Lettera Mosiello, we can represent you individually as your outside attorney to the mediation process, or we can provide you and your spouse with a neutral, impartial mediator while you both retain other counsel to represent you individually.

Negotiation

Many couples are able to resolve their differences without undue acrimony and without professional help. But the process of reducing their agreement to paper and the further step of obtaining a divorce based upon their agreement is more than they are able or willing to undertake. In such a case, the help of an attorney can be sufficient to achieve their goals. This can be an expeditious and cost-effective approach and we can prepare and file all paperwork necessary to obtain an uncontested divorce.

Prenuptial Agreement

A prenuptial agreement, antenuptial agreement, or premarital agreement, commonly abbreviated to prenup or prenupt, is a contract entered into prior to marriage, civil union or any other agreement prior to the main agreement by the people intending to marry or contract with each other. The content of a prenuptial agreement can vary widely, but commonly includes provisions for division of property and spousal support in the event of divorce or breakup of marriage. They may also include terms for the forfeiture of assets as a result of divorce on the grounds of adultery, further conditions of guardianship may be included as well.

If you want to head off financial problems before you get married, a prenuptial agreement is a good place to start. LMA can guide you through the decisions that need to be made.

Real Estate

In our real estate practice, we handle complex real estate transactions, including multi-state transactions and those involving multiple parcels and interests. We have substantial experience handling a broad range of issues for individuals, mortgage lenders, developers and public and private companies, including businesses with a local, regional, national, and international scope, emerging growth companies and closely-held family businesses.

To facilitate the successful disposition, acquisition, development and financing of our clients’ projects, we work closely with various real estate professionals, including appraisers, surveyors, technical, planning, environmental and land use professional consultants, mortgage and real estate brokers, and regulatory agencies, commissions and legislative bodies.

Conveyancing

We serve as counsel to both buyers and sellers in conventional purchase and sale transactions, as well as in more complex transactions such as property assemblage, development and construction.

We strive to assist clients in structuring each deal to meet their business, economic, and timing needs and have extensive experience in the analysis of title, environmental and tax issues and in the drafting and negotiation of purchase and sale agreements, land swap agreements, construction agreements, easement agreements, covenants and restrictions, property management agreements and other agreements relating to real property operations, use and governance.

Leases

We serve as counsel to both landlords and tenants in the leasing of residential, office, retail and industrial real estate, and have extensive experience in the drafting and negotiation of many types of leases, from single tenant industrial leases and more conventional office and retail leases to long-term and ground leases, subleases, lease assignments and brokerage agreements.

We also represent landlords and tenants in proceedings to enforce lease agreements.

Financing

We represent lenders and borrowers in all aspects of the lending process, from structuring and negotiating the loan terms and loan documentation to specialized issues such as collateral protection and perfection, leasehold mortgaging and environmental documentation and compliance issues.

Our clients represent a wide range of interests, from the residential homeowner to the representation of commercial developers.

Alternative Financing

With the current volatility in the real estate market and in the credit industry, buyers and sellers of real estate are frequently turning to alternative financing options.

We regularly represent lenders and borrowers in all aspects of alternative financing such as lease to own, seller financing, assumption and hard money.

Entertainment

Entertainment law covers an area of law which involves media of all types (TV, film, music, publishing, advertising, internet & new media, etc.), and stretches over various legal fields, including but not limited to corporate, finance, intellectual property, publicity and privacy, and first amendment.

We have broad experience working with agents to finalize contracts for specific projects, including compensation and profit participation.

The firm offers advice and counsel on risks and liabilities in the areas of privacy, defamation, media and newsgathering torts, copyright and trademark fair use and infringement; negotiates and drafts entertainment contracts and provides litigation counsel for individuals and companies in all the arts. Our representation is not limited to legal paperwork, rather assisting in building a client’s career.

Liquor Licensing

The firm has extensive experience in licensed beverage law and regulation. Our lawyers specialize in the practice of law related to the alcohol beverage and hospitality industries.

The firm has represented major producers, importers and distributors of alcoholic beverages; liquor, wine and beer wholesalers; owners, operators, franchisors and franchisees of national hotel and restaurant venues; and the owners and operators of restaurants and supermarkets throughout New York State. Our practice includes counseling alcoholic beverage industry clients on regulatory, contract, and licensing matters.

We have appeared in matters before the Federal Bureau of Alcohol, Tobacco & Firearms, the Tax & Trade Bureau of the Department of the Treasury, the New York State Liquor Authority, the New York City Department of Health, the New York City Environmental Control Board, the New York City Department of Consumer Affairs, and various other state alcoholic beverage control and tax agencies. We assist businesses of all sizes, from national chains to small local business owners, in obtaining liquor licenses in New York, Connecticut and Florida.

We also assist our clients in defending actions brought by governmental or regulatory agencies, such as service to minors and health department inquiries. Our firm has been instrumental in defending licensees against allegations of misconduct in administrative, trial, and appellate courts.