Our business and transactions legal team provides a full range of services to all sizes and types of businesses for the wide range of legal issues faced throughout a company's development and operations. From enterprise-shaping complex structuring to day-to-day legal questions, our team has the experience and capabilities to meet your legal needs.
The attorneys in Bond’s business and transactions practice understand the importance of placing our clients’ strategic goals and objectives at the center of our relationships. Our experience has shown us that building a long-term relationship with a client enables us to best understand the client’s situation and objectives. Our knowledge and history with our clients allows us to bring lasting value and efficiencies to the services we provide.
Our attorneys serve clients ranging in size from sole proprietorships and closely-held entities to major public companies and not-for-profit organizations. We help owners and executive leaders stay focused on their business objectives by counseling to avoid troublesome legal issues and by developing practical solutions to the challenges businesses face. We are often called upon to coordinate and efficiently provide legal services for complicated, multifaceted projects that require particular experience. In performing that task, we utilize our extensive experience acting as special counsel and general counsel for our clients.
We have no office location boundaries when it comes to becoming part of your team. We’re there when and where you need us.
We advise clients in connection with both state and federal antitrust laws, including the Sherman Act, the Clayton Act, the Federal Trade Commission Act and the Robinson-Patman Act. While these laws have been in effect for decades, their application, interpretation and impact on business conduct and business plans can constantly change. Our experience extends to dealing with the U.S. Department of Justice, the Federal Trade Commission and State Attorneys General, as well as defending clients against private enforcement actions brought in federal or state court.
Pricing
Federal antitrust law strictly prohibits competitors from agreeing to fix prices. There are also prohibitions on manufacturers and suppliers determining the prices their customers may charge. Illegal resale price maintenance and permissible Manufacturer's Suggested Retail Prices (MSRP) are important antitrust concepts. We advise clients on permissible pricing practices and strategies.
Price Discrimination; Robinson-Patman Act
The Robinson-Patman Act of 1936 was enacted to protect so-called "Mom & Pop" stores from the purchasing power of large chain stores. The Robinson-Patman Act is a complex statute which can have important ramifications to decisions about price. We are well-versed in Robinson-Patman issues, and we counsel clients on compliance with the requirements of the Robinson-Patman Act.
Joint Ventures, Alliances and Collaborations among Competitors
Companies frequently seek to join with others in their industries in joint ventures and alliances. The federal enforcement agencies, the U.S. Department of Justice and the Federal Trade Commission, recently issued guidelines for collaborations among competitors. We advise clients on the organization of joint ventures and other types of alliances taking into account the requirements of antitrust law.
Distribution
How a company distributes its products and services -- through its own retail system or through independent distributors and dealers -- can be critical to the success of the business. The laws and rules dealing with distributors, dealers and franchisees are important factors which can effect that success. We are experienced in the preparation and negotiation of distribution agreements which can avoid the pitfalls created by antitrust law.
Monopolization
If a company has a large market share or monopoly power, the antitrust law can restrict the company's business conduct. Sherman Act Section 2 specifically deals with monopolization and attempts to monopolize. We are experienced in advising clients on monopolization and attempt to monopolize issues.
Intellectual Property
The intersection of intellectual property rights (patents, trademarks, copyrights and trade secrets) and the antitrust law is a hotly debated subject. There may be a conflict between a company's intellectual property rights and the requirements of antitrust law. Our IP lawyers are important members of a team who analyze and advise practical approaches to complicated situations involving the protection of one of an organization's most valuable assets, its intellectual property.
Mergers and Acquisitions
Antitrust concerns are important issues in a proposed merger or acquisition. Depending upon the size of the transaction, a pre-merger filing with the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act may be required. We have experience in determining whether the Hart-Scott-Rodino's filing requirements apply, as well as experience in handling the filings when required.
Civil Investigative Demands
As part of a civil investigation, the government often requires that information be provided. We are experienced in representing companies which have received CIDs and in working with the government in connection with these demands.
Grand Jury Investigations
In a criminal antitrust investigation, a grand jury is often impaneled. We are experienced in representing companies and individuals in connection with both state and federal grand jury investigations.
Antitrust Litigation
Our litigation lawyers have represented companies and individuals in both criminal and civil lawsuits involving alleged antitrust violations.
Healthcare
The healthcare industry is undergoing significant change. The federal antitrust enforcement agencies have issued specific, detailed guidelines dealing with the antitrust aspects of the healthcare industry. We have extensive experience in the healthcare industry, representing health plans, hospitals and physicians.
State Antitrust Law
Many states, including New York State, have their own separate antitrust statutes, which differ from federal antitrust law. With increasing frequency, state antitrust law is important to understand and to take into consideration in competition and trade regulation matters. We are experienced in advising clients on state as well as federal antitrust issues.
Antitrust Compliance Programs
We work with management to develop and provide antitrust compliance programs to educate employees on the requirements of antitrust law. Our advice is practical and straightforward with a goal of having management and employees feel confident that they understand how to perform their jobs without violating the law. Compliance programs can help demonstrate to employees that their company supports the American free market system and obedience to the nation's laws.
Trade Associations
When competitors meet in trade association meetings, there is a risk that improper and sensitive topics may be discussed. Trade associations enjoy no special status or exemption under antitrust law. Trade associations and their members must be careful in preparing meeting agendas, controlling discussion and documenting meetings. We are legal counsel to trade associations and advise trade association leadership in this sensitive area.
Bond attorneys represent a broad spectrum of clients in business restructuring, creditors’ rights and bankruptcy including commercial debtors, nonprofit debtors, creditors' committees, banks and other institutional lenders, secured parties, trade creditors, commercial developers and insurance companies.
We have substantial experience in reorganization and liquidation cases and representing our clients' interests in bankruptcies nationwide and regularly appear before bankruptcy courts in the Eastern, Northern, Southern and Western Districts of New York. Additionally, we often advise clients with respect to the workout and extension of troubled loans; restructuring of debt through out-of-court workouts; business planning; and structuring corporate transactions to anticipate and protect against future bankruptcies.
Practice Scope and Client Profile Our attorneys serve a wide variety of clients: owners and developers; design professionals, including architects, engineers, and surveyors; contractors and subcontractors; insurers and sureties; financial institutions; municipal corporations and political subdivisions.
We routinely negotiate, draft and review contracts related to the improvement of real property. Such contracts include construction documents (owner/architect agreements, owner/construction manager agreements, owner/contractor agreements, contractor/subcontractor agreements) and construction financing documents (building loan agreements and mortgage-related instruments). We are frequently called upon to address issues associated with competitive bidding requirements, requests for proposals, project manuals, performance bonds, labor and material payment bonds, change orders, and all other documents necessary to permit construction projects to proceed in a timely manner and within cost estimates.
A significant portion of our practice involves representation of institutional owners. We are general counsel to Syracuse University and have assisted in negotiating construction management agreements and technical service (development) agreements with the New York State Urban Development Corporation for such major projects as the Carrier Dome and the Science and Technology Center. Other institutional clients within New York include Colgate University, Hamilton College, Hartwick College, Le Moyne College, and area school districts DeRuyter, Jamesville-DeWitt, Ithaca City, Marcellus, Newfield, North Syracuse, Oxford and Westhill. We served as outside counsel to the County of Onondaga in the negotiation of its construction manager and architect agreements for construction of the Convention Center. In Florida, we have provided legal services to Seacrest Country Day School in the construction of its Resource Center and the negotiation of technical service agreements for its computer systems. Other Florida institutional clients include the Humane Society of Collier County and South Naples Professional Center. Our Florida offices also specialize in representing individual owners in the construction of substantial residential properties.
Contract Claims Another aspect of our practice is the drafting and foreclosure of mechanics' liens and the enforcement or defense of construction claims through alternative dispute resolution such as mediation and/or arbitration, or through litigation. We file and enforce mechanics' liens for many of our contractor, subcontractor, and supplier clients. We recently obtained a $1.8 million directed verdict for a highway construction subcontractor against the general contractor and surety companies based on claims for extra work related to Interstate 81 improvements. We are currently engaged in various claims settlement and mechanic's lien defense/foreclosure proceedings for numerous clients.
Energy Performance Contracting A subsidiary aspect of our practice is the negotiation and review of energy performance contracts for institutional clients. An energy performance contract involves the installation of energy saving improvements from lighting fixtures to cogeneration facilities, under which the cost of the improvements is financed with the savings in energy costs. These programs are offered to colleges, universities, schools and hospitals by the State of New York, private companies and utilities. We have examined energy performance contract issues for Onondaga-Cortland-Madison BOCES, North Syracuse Central School District, Ithaca City School District, and the Olympic Regional Development Authority. We have established a line of communication with officials at the New York State Energy Resource Development Authority, which is, with the State Education Department, responsible for interpreting the Energy Law on energy performance contracts as they are implemented by public schools.
A staple of our business and corporate practice is the preparation and review of business contracts. We have 30 business attorneys who have experience drafting and reviewing business agreements of all types. Our business attorneys have access to a vast computer database of agreements prepared within our firm, a useful and cost-saving drafting tool.
Whether reviewing a contract prepared by another or drafting a contract ourselves, we strive to capture the terms of the deal which have been reached by the parties while at the same time protecting our client from unanticipated consequences or liabilities. We endeavor to write our contracts in plain and understandable terms, avoiding "legalese" whenever possible.
Here is just a sampling of some of the types of agreements which are routinely prepared or reviewed by our business attorneys:
sales representative, distributor and other marketing agreements;
shareholder, partnership and limited liability company agreements;
supply and/or manufacturing agreements;
employment contracts;
consulting, brokerage, and other independent contractor agreements;
service contracts;
purchase order, acknowledgment and quotation terms and conditions;
Our attorneys represent clients in all types of traditional corporate financing, ranging from revolving lines of credit, term loans, acquisition indebtedness, construction financing, permanent mortgage financing and equipment leasing, including matters involving multi-bank syndicated financings. We regularly review, and counsel clients in connection with, loan documentation for complex transactions, legal opinions for UCC and mortgage collateral, loan participations, loan workouts, and foreclosure proceedings.
We also provide a full range of services related to representing issuers and underwriters in private and public offerings of equity and debt securities under the Securities Act of 1933, including preparing registration statements for IPOs and secondary offerings, advice regarding the underwriting process, listing securities on an exchange or Nasdaq, private placement and exempt offerings, underwriting agreements, placement agreements and fairness opinions, venture capital financing, restricted stock transfers, leveraged buyouts and institutional debt and equity financing.
A number of attorneys in Bond have specialized knowledge and professional privacy certifications relating to these emerging areas of the law. Our attorneys provide insight into cybersecurity and data privacy matters concerning business transactions, compliance, information risk assessment and management, data subject requests and response, cyber incident response and crisis management, governance, policy and notice drafting, diligence review, intellectual property, technology integration and development and litigation. These multidisciplinary attorneys have experience with counseling clients on compliance with international, federal and state privacy laws, regulations and security standards, including HIPAA, FERPA, GDPR, CCPA/CPRA, BIPA, NYS DFS, SHIELD Act, NY Education Law 2-d, PIPL, PCI DSS and the Gramm-Leach Bliley Act, as well as international, federal and state cybersecurity and data breach notification laws.
Bond attorneys have experience counseling clients on economic development programs, including IDA financial assistance, Start-Up New York, Excelsior Jobs Program, Brownfield Redevelopment Program, Historic Rehabilitation tax credits, New Markets tax credits, Empire Zone tax credits and Empire State Development Corporation/DASNY grant programs.
Starting with the passage of the Employee Retirement Income Security Act of 1974 (ERISA), pension and welfare benefits have consistently been the subject of significant annual legislative modifications, as well as extensive administrative regulations and pronouncements. This dramatic and continuing expansion has created a particularly complex and fluctuating area of the law that impacts employees, professionals, proprietors, and businesses of all sizes. The employee benefits and executive compensation practice at Bond counsels its clients on all aspects of this ever-expanding field of law -- not only to address the often complex legal requirements, but also to develop and implement benefits, strategies and plans that serve each client's particular objectives.
Bond has considerable experience in the area of immigration law. Representative clients include small and large businesses, health care and educational institutions, professionals, and individuals.
Much of the firm's immigration law practice involves employment-based applications and petitions (particularly non-immigrant workers and permanent residents), and related labor condition and certification applications. The firm also provides counsel in connection with family-related visas.
The firm represents clients throughout the preparation, filing, and processing of immigration-related applications and petitions with government agencies. The firm also provides general assistance and advice to clients concerning the proper choice of visas for employees and potential employees; governmental procedures and pitfalls; and the content and format of applications, petitions, and related documents.
Our attorneys routinely counsel human resources managers on I-9 compliance issues and represent employers facing Immigration Service audits and enforcement actions.
Information, knowledge and technology are the currency in today's global economy, and the keys to innovation. For more than a century, Bond has provided legal services to clients who use innovation and technology to gain a competitive advantage. We provide the full range of intellectual property services, from patent and trademark prosecution to licensing and litigation, and have substantial experience and knowledge in the protection, enforcement and commercial exploitation of all types of Intellectual Property. Contact one of the attorneys in our intellectual property and technology practice to discuss how you can protect, enforce and maximize the value of your intellectual property assets.
Representing management exclusively, in union and non-union settings, our attorneys serve large international corporations, medium and small businesses, startups, entrepreneurs, not-for-profit corporations, and public sector entities. Our industry experience runs the gamut, including manufacturing, higher education, health care, biomedical, construction, transportation, financial services, retail, telecommunications, municipalities and school districts, energy, agriculture, technology, insurance, defense and government contractors, hospitality, food, security and more.
We provide counsel related to wage/hour and benefits issues, and assist in the development of employment-related policies, procedures and handbooks. On a day-to-day basis, we provide guidance to human resource and business unit managers on the many different laws encompassing employees' rights. Our goals are to help our clients create and maintain a positive human relations environment in their workplace through employee engagement and to support them in anticipating and preventing employment problems, as well as assisting them to resolve current issues. Should the need for litigation counsel arise, our team is prepared to handle a full range of labor and employment-related litigation matters, in all agencies and courts. Our attorneys are also seasoned advisors in the areas of collective bargaining, administration of collective bargaining agreements, and grievance and arbitration proceedings.
Our attorneys represent clients in a wide range of business combinations and divestitures for both public and private companies, including mergers, stock and asset transactions, leveraged buy-outs, spinoffs, divestitures, tender offers, proxy contests and joint ventures. Transactions range in size and complexity from the sale of a medical practice to the multi-million dollar leveraged buy-out of a manufacturing concern with facilities in several states.
Merger and acquisition work is handled primarily by transactional attorneys in our business law department, who are supported as needed by other departments and practice groups in the firm, including employee benefits and executive compensation, environmental, intellectual property, labor and employment and tax.
Mergers, sales, relocations and other basic organizational changes can no longer be undertaken without considering the labor and employment impact of those decisions, whether it be in the context of bargaining and contractual obligations, discrimination issues, or employee benefit implications. Our lawyers routinely work with employers to ensure compliance in these areas, regardless of whether the organizational change involves a merger, stock acquisition, assets transfer, alliance, relocation, bankruptcy, or any of the other contexts in which organizational changes routinely occur. Rather than have these labor and employment law concerns serve as a barrier to change, we can help you achieve your business goals while you comply with your statutory obligations. In addition, we can analyze and recommend organizational changes to achieve desired outcomes with respect to union representation and contract matters.
Because our client base is diverse, our transactional attorneys have experience in handling mergers, acquisitions and joint ventures in many different industry sectors. Here is a representative sampling of some of the transactions which our attorneys have handled:
Leveraged buy-out of a manufacturer of copper bar and rolled products, with rolling mills and extruding operations in New York and Massachusetts.
Sales of two copper wire manufacturers in separate transactions.
Acquisition of two ceramic china manufacturers with operations in Pennsylvania.
Numerous bank and bank holding company acquisitions and mergers, including mergers of equals, branch acquisitions, and related equity and debt offerings.
Representation of a participant in an industry roll up combining several companies into a consolidated entity, while simultaneously making a public stock offering.
Sale of a national contract service provider.
Acquisition of mining companies located in Oklahoma and Kansas.
Sale of major Northeast utility to European holding company.
Merger of two major metropolitan hospitals.
Acquisition of major Northeast food distributor.
Acquisition, through a negotiated SEC registered tender offer, of a publicly traded medical products company.
Sale of a multi-state retail and distribution business involving retention of supply relationship and licensing of intellectual and propriety rights.
Sale of a software company to a public company in exchange for stock in public company with negotiated registration rights.
Various joint ventures involving equity investments in (i) a salt mine in Utah, (ii) a registered investment advisor, (iii) a manufacturing company in Italy, (iv) a distribution company in Colombia, (v) a citrus packing operation in Florida, (vi) a fiber optics telecommunications company, and (vii) a dental products distribution company.
We guide our clients in various industries through permit approval processes by reviewing project documentation for completeness, determining the necessary permits and approvals, completing the required application forms, navigating through the impact review process to create a full record, and representing our clients before local boards and state and federal agencies.
We have counseled clients on numerous projects involving significant permitting requirements (including, for example, air, water discharge and solid waste permits), developing legal strategies to minimize potential litigation, advocating client positions before regulatory agencies, host municipalities and citizens groups, representing clients in issues conferences and major adjudicatory hearings before the New York State Department of Environmental Conservation, and negotiating permit conditions and stipulations.
We have worked on projects that have confronted organized citizen opposition groups contesting various aspects of the environmental reviews and challenging the issuance of the requested permits. In these projects, we undertook to ensure a comprehensive record, drafted testimony and prepared witnesses to defend the merits of the applications and environmental reviews.
Our clients develop new industrial, commercial, institutional and residential facilities and expand existing facilities. These projects generally require permits and approvals from local boards (rezone, site plan, subdivision, special permit) and often require additional permits or approvals from state and federal agencies.
For our clients in the hospitality industry, our attorneys' extensive experience and industry knowledge can help ensure that businesses get off on the right foot and remain in compliance. We assist clients in applying for federal and state manufacturing licenses, seeking formula and label approval, maintaining and filing necessary paperwork or simply avoiding the many regulatory pitfalls hidden within the Federal Alcohol Administration Act and the New York State Alcohol Beverage Control Law.
Bond has been engaged in public finance for more than 40 years and we are included in the "Red Book" (i.e., The Bond Buyer's Municipal Marketplace) as nationally recognized bond counsel. Our attorneys are active members of the National Association of Bond Lawyers and have participated in projects sponsored by the New York State Bar Association's Tax Section.
Bond is bond counsel for many New York municipalities, school districts, industrial development agencies and other public benefit corporations. We have issued approving legal opinions as bond counsel for many different types of bond issues, including general obligation bonds, capital appreciation bonds, revenue bonds, certificates of participation, "on behalf of" (63-20) local development corporation bonds, exempt private activity bonds and 501(c)(3) bonds, as well as taxable bond issues. These financings include fixed-rate bonds, variable rate demand bonds, commercial paper, letter of credit backed financings and financings secured by the major private bond insurers and FHA mortgage insurance.
Bond has represented numerous higher education institutions in financing transactions that include tax-exempt and taxable bond issuances through the Dormitory Authority of the State of New York and many different local development corporations and other conduit issuers. We have also been institution counsel for health care facilities involving a variety of credit structures, including obligated group financings using master trust indentures. In addition, Bond regularly serves as counsel to bond underwriters in public finance transactions and as trustee’s counsel on bond issuances and refunding transactions.
Public finance requires experience in many areas of the law. Bond is a full-service law firm with experience in all major areas of the law. We have the depth and breadth of experience to handle the variety of legal questions that arise in public finance transactions. In addition to our legal skills and experience, Bond offers two significant benefits to our public finance clients. First, with offices upstate in Albany, Buffalo, Rochester, Saratoga Springs, Syracuse and Utica, and downstate in Long Island, New York City and Westchester, we are available on short notice to attend meetings, review financing plans and consult with parties to financing transactions anywhere in the state. Second, because of our locations across the state, our fees may be substantially less than those of firms that concentrate their practice in New York City.
Given the complex and changing world of regulatory controls, environmental law, lending, land development, municipal law and public financing, the practice of real estate law requires a vast range of experience and knowledge. We provide a full range of transactional real property services to assist our business clients to acquire, sell, construct and finance their projects.
We have appeared before many municipal boards to obtain changes of zone, subdivision approvals, special permits and site plan approvals for commercial and industrial facilities, hotels, mining companies, office buildings, restaurants, shopping centers, transmission tower sites and warehouses. We are qualified to act as examining counsel for title insurance companies and have extensive experience in examining title certificates, abstracts of title, and to address issues of title and title insurance coverage.
Our real estate partners have extensive experience handling project development financing, including industrial development revenue bonds, and other public sector financing participation and incentives, real property tax assessment review, construction contracts, architects agreements and other aspects of commercial construction projects. In addition to handling acquisitions and sales of real property, our attorneys assist clients with other aspects of commercial development including financing, leasing, subdivision, ground leasing, and the negotiation and drafting of easements, rights-of-way, license agreements, and comprehensive declarations of reciprocal easements and restrictive covenants.
Our experience extends to the disposition of property, real property tax certiorari proceedings, foreclosures, eminent domain proceedings and litigation relating to all of the above.
We provide a broad range of legal services and counseling to companies ranging from start-ups, emerging businesses and IPO candidates to exchange-listed companies. Services offered (detailed below) include matters relating to registration of public offerings including IPOs and secondary offerings; private placement of equity and debt; Securities and Exchange Act registration, reporting, and compliance; proxy statements and solicitations; merger and acquisitions; contested proxy solicitations and takeover matters; Section 16 reporting and insider trading compliance; broker-dealer registration and compliance; stock option, stock purchase and other stock-based compensation plans; tender offers, stock repurchases and going private transactions; corporate governance and antitakeover provisions; stock exchange and Nasdaq listings; and securities litigation and arbitration proceedings.
With our state of the art communications, research and document production capabilities, we can efficiently work as part of a team to address a client's legal needs and effectively coordinate provision of professional services. Foremost in our client relationship is our commitment to deliver quality, results-oriented services in a cost-effective manner in comparison to larger metropolitan area law firms.
When representing companies, we bring a long-term perspective, often representing businesses from their inception, advising them through initial equity placements, and then representing them in IPO's, subsequent financing transactions and strategic acquisitions, as well as ongoing compliance and reporting obligations as a public company. We act as general counsel to public companies, as well as special counsel for specific projects such as public offerings, proxy contests, equity and debt placements, mergers and acquisitions, and shareholder derivative claims.
Areas Of Securities Law Practice
Public Offerings - Representing issuers and underwriters in public offerings of equity and debt securities under the Securities Act of 1933, including preparing registration statements for IPOs and secondary offerings, advice regarding the underwriting process, and listing securities on an exchange or Nasdaq.
Mergers and Acquisitions - Advising both acquiring and target corporations regarding the implications of securities-based mergers and acquisitions, including the offering and registration of securities on Form S-4, tax-free treatment in mergers and acquisitions, obtaining regulatory approvals, and compliance with antitrust laws.
Contested Proxy Solicitations/Hostile Takeover Attempts - Representing corporations and directors in connection with proxy contests and hostile takeover attempts, including counseling on director fiduciary duties, implementing takeover defenses, counseling regarding business combination statutes, and defending shareholder derivative claims and litigation.
Exchange Act Reporting - Advising clients with respect to disclosure obligations of public companies, managing corporate information and inquiries from the press, and compliance review of periodic reports under the Securities Exchange Act of 1934, including reports on Forms 10-K, 10-Q and 8-K, and reports for entities qualifying as small business issuers.
Proxy Materials - Assisting with preparation, review and filing of proxy and information statements with the SEC for annual and special shareholders meetings, including advice relating to shareholder proposals, proxy solicitation issues, and meeting procedures.
Beneficial Ownership Reporting - Providing a compliance review of beneficial ownership reporting pursuant to Section 16 of the 1934 Act (Forms 3, 4 and 5), as well as beneficial ownership reporting under the Williams Act provisions of the 1934 Act (Forms 13D and 13G).
Insider Trading Issues - Counseling of corporate insiders with respect to restrictions on insider trading under the anti-fraud provisions of the 1934 Act, as well as insider transaction reporting obligations and short-swing trading provisions under Section 16 of the 1934 Act, and counseling corporations on implementing compliance policies in this area.
Tender Offers and Repurchase Programs - Representing public companies in hostile tender offers, odd lot repurchase programs, and other issuer repurchase programs of debt or equity.
Restricted Stock Trading by Affiliates - Advising companies and executive officers regarding the disposition of "control securities" and "restricted securities" pursuant to Rule 144 and implementing appropriate compliance programs for companies.
Employee Benefit Plan Issues - Advising clients regarding securities law implications for employee benefit plans and stock-based compensation for executives, including registration of plans on Form S-8 and review of plan annual reports on Form 11-K.
Electronic Filing Requirements - Assisting companies with respect to compliance with the EDGAR electronic filing requirements.
Executive Compensation Plans - Counseling with respect to, and preparing, tax-qualified retirement plans, non-qualified deferred compensation arrangements, stock based incentive plans, executive employment and change of control agreements, cafeteria plans, and a variety of other types of employee plans and issues.
Private Placements - Representing companies in private placements of securities including preparing and reviewing private placement memoranda, blue sky filings, and other regulatory filings in connection with exempt offerings under Regulation D and real estate syndications under New York State regulations.
Securities Litigation - Representing companies and directors in shareholder derivative claims and litigation, contested hostile takeovers, 10b-5 actions, breach of fiduciary duty claims and other arbitration and litigation matters in federal and state courts.
Broker-Dealer and Investment Adviser Issues - Counseling clients regarding federal, state and self-regulatory requirements for brokers, dealers and investment advisors.
The mission of the small business practice is to provide a full range of high quality legal services to young, growing businesses. The practice brings all the talents of the firm's various departments, as well as its experience in representing emerging businesses, to the benefit of its clients. Our attorneys provide services to clients in the areas of corporate, tax, securities, contract and employee benefits. The practice has represented hundreds of start-up and early stage companies, in diverse areas such as software development, retail office and medical products. The practice has assisted business owners in such diverse areas as estate and succession planning, labor relations and immigration matters. In addition to traditional hourly billing practices, the firm welcomes inquiries concerning fixed fee and other alternative billing arrangements.
Many successful business owners concentrate so much of their creative energy on growing their business, they may not be able to offer a well-considered answer to the important question: “What’s your exit strategy?” Business owners large and small need to ask themselves how they plan to deal with the eventualities of life. Specifically:
How long do I want to be in business?
What happens if I become ill or pass away?
Will I be able to preserve value in the business for my loved ones?
What if something happens to one or more of my business partners?
How do I prevent an unwanted third party from obtaining an ownership interest in the business?
Our attorneys routinely assist business owners in addressing these and many more issues that are involved in succession planning. By addressing these threshold issues early on rather than at the time of a life changing event, a business owner can take some comfort in knowing that a well-considered plan is in place to smoothly guide both the owner and the business through the transition process.
At Bond, our tax professionals provide clients with a full range of services involving every level of complexity and sophistication in tax law. We represent individuals, businesses and exempt organizations in planning, transactional, adversarial, reporting and criminal tax matters. The diversity of our firm's large client base and our many special issue referrals have developed our experience in non-routine areas of practice.
Income tax and estate planning along with fiduciary estate administration have been the staple of our practice for many years, attracting clients of all kinds with special family planning needs. Our experience with succession planning for many closely held businesses and their owners involves the interplay of tax, estate planning and business issues. Employee benefit counseling on tax and fiduciary issues represents a significant portion of our practice through involvement with both large and small client benefit plans. We provide business tax planning to optimize the benefits of the various forms of business entities and to structure taxable and tax deferred merger and acquisition transactions. Our counseling for tax-exempt organizations involves establishing and maintaining the exemption as well as unrelated business tax issues. Through our office in Albany we have a local base for handling many New York State tax matters, particularly legislation and tax assessment controversies.
The tax practice at Bond is serviced by numerous attorneys, legal assistants and tax accountants. Our state of the art communications and word processing equipment encourage a close working relationship among the professionals in the various office locations. Many of the attorneys have received recognition for achievements in their area of practice and have specific training in tax and financial matters: three attorneys have been recognized as Fellows of the American College of Trusts and Estate Counsel; eight attorneys are listed in The Best Lawyers in America; eight attorneys have business degrees and experience in accounting and finance, five of whom are licensed as Certified Public Accountants; four attorneys have Masters of Laws degrees (LL.M.); and one attorney teaches at the Syracuse University College of Law.
Our business and transactions legal team provides a full range of services to all sizes and types of businesses for the wide range of legal issues faced throughout a company's development and operations. From enterprise-shaping complex structuring to day-to-day legal questions, our team has the experience and capabilities to meet your legal needs.
The attorneys in Bond’s business and transactions practice understand the importance of placing our clients’ strategic goals and objectives at the center of our relationships. Our experience has shown us that building a long-term relationship with a client enables us to best understand the client’s situation and objectives. Our knowledge and history with our clients allows us to bring lasting value and efficiencies to the services we provide.
Our business and transactions legal team provides a full range of services to all sizes and types of businesses for the wide range of legal issues faced throughout a company's development and operations. From enterprise-shaping complex structuring to day-to-day legal questions, our team has the experience and capabilities to meet your legal needs.
The attorneys in Bond’s business and transactions practice understand the importance of placing our clients’ strategic goals and objectives at the center of our relationships. Our experience has shown us that building a long-term relationship with a client enables us to best understand the client’s situation and objectives. Our knowledge and history with our clients allows us to bring lasting value and efficiencies to the services we provide.
Our attorneys serve clients ranging in size from sole proprietorships and closely-held entities to major public companies and not-for-profit organizations. We help owners and executive leaders stay focused on their business objectives by counseling to avoid troublesome legal issues and by developing practical solutions to the challenges businesses face. We are often called upon to coordinate and efficiently provide legal services for complicated, multifaceted projects that require particular experience. In performing that task, we utilize our extensive experience acting as special counsel and general counsel for our clients.
We have no office location boundaries when it comes to becoming part of your team. We’re there when and where you need us.
We advise clients in connection with both state and federal antitrust laws, including the Sherman Act, the Clayton Act, the Federal Trade Commission Act and the Robinson-Patman Act. While these laws have been in effect for decades, their application, interpretation and impact on business conduct and business plans can constantly change. Our experience extends to dealing with the U.S. Department of Justice, the Federal Trade Commission and State Attorneys General, as well as defending clients against private enforcement actions brought in federal or state court.
Pricing
Federal antitrust law strictly prohibits competitors from agreeing to fix prices. There are also prohibitions on manufacturers and suppliers determining the prices their customers may charge. Illegal resale price maintenance and permissible Manufacturer's Suggested Retail Prices (MSRP) are important antitrust concepts. We advise clients on permissible pricing practices and strategies.
Price Discrimination; Robinson-Patman Act
The Robinson-Patman Act of 1936 was enacted to protect so-called "Mom & Pop" stores from the purchasing power of large chain stores. The Robinson-Patman Act is a complex statute which can have important ramifications to decisions about price. We are well-versed in Robinson-Patman issues, and we counsel clients on compliance with the requirements of the Robinson-Patman Act.
Joint Ventures, Alliances and Collaborations among Competitors
Companies frequently seek to join with others in their industries in joint ventures and alliances. The federal enforcement agencies, the U.S. Department of Justice and the Federal Trade Commission, recently issued guidelines for collaborations among competitors. We advise clients on the organization of joint ventures and other types of alliances taking into account the requirements of antitrust law.
Distribution
How a company distributes its products and services -- through its own retail system or through independent distributors and dealers -- can be critical to the success of the business. The laws and rules dealing with distributors, dealers and franchisees are important factors which can effect that success. We are experienced in the preparation and negotiation of distribution agreements which can avoid the pitfalls created by antitrust law.
Monopolization
If a company has a large market share or monopoly power, the antitrust law can restrict the company's business conduct. Sherman Act Section 2 specifically deals with monopolization and attempts to monopolize. We are experienced in advising clients on monopolization and attempt to monopolize issues.
Intellectual Property
The intersection of intellectual property rights (patents, trademarks, copyrights and trade secrets) and the antitrust law is a hotly debated subject. There may be a conflict between a company's intellectual property rights and the requirements of antitrust law. Our IP lawyers are important members of a team who analyze and advise practical approaches to complicated situations involving the protection of one of an organization's most valuable assets, its intellectual property.
Mergers and Acquisitions
Antitrust concerns are important issues in a proposed merger or acquisition. Depending upon the size of the transaction, a pre-merger filing with the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act may be required. We have experience in determining whether the Hart-Scott-Rodino's filing requirements apply, as well as experience in handling the filings when required.
Civil Investigative Demands
As part of a civil investigation, the government often requires that information be provided. We are experienced in representing companies which have received CIDs and in working with the government in connection with these demands.
Grand Jury Investigations
In a criminal antitrust investigation, a grand jury is often impaneled. We are experienced in representing companies and individuals in connection with both state and federal grand jury investigations.
Antitrust Litigation
Our litigation lawyers have represented companies and individuals in both criminal and civil lawsuits involving alleged antitrust violations.
Healthcare
The healthcare industry is undergoing significant change. The federal antitrust enforcement agencies have issued specific, detailed guidelines dealing with the antitrust aspects of the healthcare industry. We have extensive experience in the healthcare industry, representing health plans, hospitals and physicians.
State Antitrust Law
Many states, including New York State, have their own separate antitrust statutes, which differ from federal antitrust law. With increasing frequency, state antitrust law is important to understand and to take into consideration in competition and trade regulation matters. We are experienced in advising clients on state as well as federal antitrust issues.
Antitrust Compliance Programs
We work with management to develop and provide antitrust compliance programs to educate employees on the requirements of antitrust law. Our advice is practical and straightforward with a goal of having management and employees feel confident that they understand how to perform their jobs without violating the law. Compliance programs can help demonstrate to employees that their company supports the American free market system and obedience to the nation's laws.
Trade Associations
When competitors meet in trade association meetings, there is a risk that improper and sensitive topics may be discussed. Trade associations enjoy no special status or exemption under antitrust law. Trade associations and their members must be careful in preparing meeting agendas, controlling discussion and documenting meetings. We are legal counsel to trade associations and advise trade association leadership in this sensitive area.
Bond attorneys represent a broad spectrum of clients in business restructuring, creditors’ rights and bankruptcy including commercial debtors, nonprofit debtors, creditors' committees, banks and other institutional lenders, secured parties, trade creditors, commercial developers and insurance companies.
We have substantial experience in reorganization and liquidation cases and representing our clients' interests in bankruptcies nationwide and regularly appear before bankruptcy courts in the Eastern, Northern, Southern and Western Districts of New York. Additionally, we often advise clients with respect to the workout and extension of troubled loans; restructuring of debt through out-of-court workouts; business planning; and structuring corporate transactions to anticipate and protect against future bankruptcies.
Practice Scope and Client Profile Our attorneys serve a wide variety of clients: owners and developers; design professionals, including architects, engineers, and surveyors; contractors and subcontractors; insurers and sureties; financial institutions; municipal corporations and political subdivisions.
We routinely negotiate, draft and review contracts related to the improvement of real property. Such contracts include construction documents (owner/architect agreements, owner/construction manager agreements, owner/contractor agreements, contractor/subcontractor agreements) and construction financing documents (building loan agreements and mortgage-related instruments). We are frequently called upon to address issues associated with competitive bidding requirements, requests for proposals, project manuals, performance bonds, labor and material payment bonds, change orders, and all other documents necessary to permit construction projects to proceed in a timely manner and within cost estimates.
A significant portion of our practice involves representation of institutional owners. We are general counsel to Syracuse University and have assisted in negotiating construction management agreements and technical service (development) agreements with the New York State Urban Development Corporation for such major projects as the Carrier Dome and the Science and Technology Center. Other institutional clients within New York include Colgate University, Hamilton College, Hartwick College, Le Moyne College, and area school districts DeRuyter, Jamesville-DeWitt, Ithaca City, Marcellus, Newfield, North Syracuse, Oxford and Westhill. We served as outside counsel to the County of Onondaga in the negotiation of its construction manager and architect agreements for construction of the Convention Center. In Florida, we have provided legal services to Seacrest Country Day School in the construction of its Resource Center and the negotiation of technical service agreements for its computer systems. Other Florida institutional clients include the Humane Society of Collier County and South Naples Professional Center. Our Florida offices also specialize in representing individual owners in the construction of substantial residential properties.
Contract Claims Another aspect of our practice is the drafting and foreclosure of mechanics' liens and the enforcement or defense of construction claims through alternative dispute resolution such as mediation and/or arbitration, or through litigation. We file and enforce mechanics' liens for many of our contractor, subcontractor, and supplier clients. We recently obtained a $1.8 million directed verdict for a highway construction subcontractor against the general contractor and surety companies based on claims for extra work related to Interstate 81 improvements. We are currently engaged in various claims settlement and mechanic's lien defense/foreclosure proceedings for numerous clients.
Energy Performance Contracting A subsidiary aspect of our practice is the negotiation and review of energy performance contracts for institutional clients. An energy performance contract involves the installation of energy saving improvements from lighting fixtures to cogeneration facilities, under which the cost of the improvements is financed with the savings in energy costs. These programs are offered to colleges, universities, schools and hospitals by the State of New York, private companies and utilities. We have examined energy performance contract issues for Onondaga-Cortland-Madison BOCES, North Syracuse Central School District, Ithaca City School District, and the Olympic Regional Development Authority. We have established a line of communication with officials at the New York State Energy Resource Development Authority, which is, with the State Education Department, responsible for interpreting the Energy Law on energy performance contracts as they are implemented by public schools.
A staple of our business and corporate practice is the preparation and review of business contracts. We have 30 business attorneys who have experience drafting and reviewing business agreements of all types. Our business attorneys have access to a vast computer database of agreements prepared within our firm, a useful and cost-saving drafting tool.
Whether reviewing a contract prepared by another or drafting a contract ourselves, we strive to capture the terms of the deal which have been reached by the parties while at the same time protecting our client from unanticipated consequences or liabilities. We endeavor to write our contracts in plain and understandable terms, avoiding "legalese" whenever possible.
Here is just a sampling of some of the types of agreements which are routinely prepared or reviewed by our business attorneys:
sales representative, distributor and other marketing agreements;
shareholder, partnership and limited liability company agreements;
supply and/or manufacturing agreements;
employment contracts;
consulting, brokerage, and other independent contractor agreements;
service contracts;
purchase order, acknowledgment and quotation terms and conditions;
Our attorneys represent clients in all types of traditional corporate financing, ranging from revolving lines of credit, term loans, acquisition indebtedness, construction financing, permanent mortgage financing and equipment leasing, including matters involving multi-bank syndicated financings. We regularly review, and counsel clients in connection with, loan documentation for complex transactions, legal opinions for UCC and mortgage collateral, loan participations, loan workouts, and foreclosure proceedings.
We also provide a full range of services related to representing issuers and underwriters in private and public offerings of equity and debt securities under the Securities Act of 1933, including preparing registration statements for IPOs and secondary offerings, advice regarding the underwriting process, listing securities on an exchange or Nasdaq, private placement and exempt offerings, underwriting agreements, placement agreements and fairness opinions, venture capital financing, restricted stock transfers, leveraged buyouts and institutional debt and equity financing.
A number of attorneys in Bond have specialized knowledge and professional privacy certifications relating to these emerging areas of the law. Our attorneys provide insight into cybersecurity and data privacy matters concerning business transactions, compliance, information risk assessment and management, data subject requests and response, cyber incident response and crisis management, governance, policy and notice drafting, diligence review, intellectual property, technology integration and development and litigation. These multidisciplinary attorneys have experience with counseling clients on compliance with international, federal and state privacy laws, regulations and security standards, including HIPAA, FERPA, GDPR, CCPA/CPRA, BIPA, NYS DFS, SHIELD Act, NY Education Law 2-d, PIPL, PCI DSS and the Gramm-Leach Bliley Act, as well as international, federal and state cybersecurity and data breach notification laws.
Bond attorneys have experience counseling clients on economic development programs, including IDA financial assistance, Start-Up New York, Excelsior Jobs Program, Brownfield Redevelopment Program, Historic Rehabilitation tax credits, New Markets tax credits, Empire Zone tax credits and Empire State Development Corporation/DASNY grant programs.
Starting with the passage of the Employee Retirement Income Security Act of 1974 (ERISA), pension and welfare benefits have consistently been the subject of significant annual legislative modifications, as well as extensive administrative regulations and pronouncements. This dramatic and continuing expansion has created a particularly complex and fluctuating area of the law that impacts employees, professionals, proprietors, and businesses of all sizes. The employee benefits and executive compensation practice at Bond counsels its clients on all aspects of this ever-expanding field of law -- not only to address the often complex legal requirements, but also to develop and implement benefits, strategies and plans that serve each client's particular objectives.
Bond has considerable experience in the area of immigration law. Representative clients include small and large businesses, health care and educational institutions, professionals, and individuals.
Much of the firm's immigration law practice involves employment-based applications and petitions (particularly non-immigrant workers and permanent residents), and related labor condition and certification applications. The firm also provides counsel in connection with family-related visas.
The firm represents clients throughout the preparation, filing, and processing of immigration-related applications and petitions with government agencies. The firm also provides general assistance and advice to clients concerning the proper choice of visas for employees and potential employees; governmental procedures and pitfalls; and the content and format of applications, petitions, and related documents.
Our attorneys routinely counsel human resources managers on I-9 compliance issues and represent employers facing Immigration Service audits and enforcement actions.
Information, knowledge and technology are the currency in today's global economy, and the keys to innovation. For more than a century, Bond has provided legal services to clients who use innovation and technology to gain a competitive advantage. We provide the full range of intellectual property services, from patent and trademark prosecution to licensing and litigation, and have substantial experience and knowledge in the protection, enforcement and commercial exploitation of all types of Intellectual Property. Contact one of the attorneys in our intellectual property and technology practice to discuss how you can protect, enforce and maximize the value of your intellectual property assets.
Representing management exclusively, in union and non-union settings, our attorneys serve large international corporations, medium and small businesses, startups, entrepreneurs, not-for-profit corporations, and public sector entities. Our industry experience runs the gamut, including manufacturing, higher education, health care, biomedical, construction, transportation, financial services, retail, telecommunications, municipalities and school districts, energy, agriculture, technology, insurance, defense and government contractors, hospitality, food, security and more.
We provide counsel related to wage/hour and benefits issues, and assist in the development of employment-related policies, procedures and handbooks. On a day-to-day basis, we provide guidance to human resource and business unit managers on the many different laws encompassing employees' rights. Our goals are to help our clients create and maintain a positive human relations environment in their workplace through employee engagement and to support them in anticipating and preventing employment problems, as well as assisting them to resolve current issues. Should the need for litigation counsel arise, our team is prepared to handle a full range of labor and employment-related litigation matters, in all agencies and courts. Our attorneys are also seasoned advisors in the areas of collective bargaining, administration of collective bargaining agreements, and grievance and arbitration proceedings.
Our attorneys represent clients in a wide range of business combinations and divestitures for both public and private companies, including mergers, stock and asset transactions, leveraged buy-outs, spinoffs, divestitures, tender offers, proxy contests and joint ventures. Transactions range in size and complexity from the sale of a medical practice to the multi-million dollar leveraged buy-out of a manufacturing concern with facilities in several states.
Merger and acquisition work is handled primarily by transactional attorneys in our business law department, who are supported as needed by other departments and practice groups in the firm, including employee benefits and executive compensation, environmental, intellectual property, labor and employment and tax.
Mergers, sales, relocations and other basic organizational changes can no longer be undertaken without considering the labor and employment impact of those decisions, whether it be in the context of bargaining and contractual obligations, discrimination issues, or employee benefit implications. Our lawyers routinely work with employers to ensure compliance in these areas, regardless of whether the organizational change involves a merger, stock acquisition, assets transfer, alliance, relocation, bankruptcy, or any of the other contexts in which organizational changes routinely occur. Rather than have these labor and employment law concerns serve as a barrier to change, we can help you achieve your business goals while you comply with your statutory obligations. In addition, we can analyze and recommend organizational changes to achieve desired outcomes with respect to union representation and contract matters.
Because our client base is diverse, our transactional attorneys have experience in handling mergers, acquisitions and joint ventures in many different industry sectors. Here is a representative sampling of some of the transactions which our attorneys have handled:
Leveraged buy-out of a manufacturer of copper bar and rolled products, with rolling mills and extruding operations in New York and Massachusetts.
Sales of two copper wire manufacturers in separate transactions.
Acquisition of two ceramic china manufacturers with operations in Pennsylvania.
Numerous bank and bank holding company acquisitions and mergers, including mergers of equals, branch acquisitions, and related equity and debt offerings.
Representation of a participant in an industry roll up combining several companies into a consolidated entity, while simultaneously making a public stock offering.
Sale of a national contract service provider.
Acquisition of mining companies located in Oklahoma and Kansas.
Sale of major Northeast utility to European holding company.
Merger of two major metropolitan hospitals.
Acquisition of major Northeast food distributor.
Acquisition, through a negotiated SEC registered tender offer, of a publicly traded medical products company.
Sale of a multi-state retail and distribution business involving retention of supply relationship and licensing of intellectual and propriety rights.
Sale of a software company to a public company in exchange for stock in public company with negotiated registration rights.
Various joint ventures involving equity investments in (i) a salt mine in Utah, (ii) a registered investment advisor, (iii) a manufacturing company in Italy, (iv) a distribution company in Colombia, (v) a citrus packing operation in Florida, (vi) a fiber optics telecommunications company, and (vii) a dental products distribution company.
We guide our clients in various industries through permit approval processes by reviewing project documentation for completeness, determining the necessary permits and approvals, completing the required application forms, navigating through the impact review process to create a full record, and representing our clients before local boards and state and federal agencies.
We have counseled clients on numerous projects involving significant permitting requirements (including, for example, air, water discharge and solid waste permits), developing legal strategies to minimize potential litigation, advocating client positions before regulatory agencies, host municipalities and citizens groups, representing clients in issues conferences and major adjudicatory hearings before the New York State Department of Environmental Conservation, and negotiating permit conditions and stipulations.
We have worked on projects that have confronted organized citizen opposition groups contesting various aspects of the environmental reviews and challenging the issuance of the requested permits. In these projects, we undertook to ensure a comprehensive record, drafted testimony and prepared witnesses to defend the merits of the applications and environmental reviews.
Our clients develop new industrial, commercial, institutional and residential facilities and expand existing facilities. These projects generally require permits and approvals from local boards (rezone, site plan, subdivision, special permit) and often require additional permits or approvals from state and federal agencies.
For our clients in the hospitality industry, our attorneys' extensive experience and industry knowledge can help ensure that businesses get off on the right foot and remain in compliance. We assist clients in applying for federal and state manufacturing licenses, seeking formula and label approval, maintaining and filing necessary paperwork or simply avoiding the many regulatory pitfalls hidden within the Federal Alcohol Administration Act and the New York State Alcohol Beverage Control Law.
Bond has been engaged in public finance for more than 40 years and we are included in the "Red Book" (i.e., The Bond Buyer's Municipal Marketplace) as nationally recognized bond counsel. Our attorneys are active members of the National Association of Bond Lawyers and have participated in projects sponsored by the New York State Bar Association's Tax Section.
Bond is bond counsel for many New York municipalities, school districts, industrial development agencies and other public benefit corporations. We have issued approving legal opinions as bond counsel for many different types of bond issues, including general obligation bonds, capital appreciation bonds, revenue bonds, certificates of participation, "on behalf of" (63-20) local development corporation bonds, exempt private activity bonds and 501(c)(3) bonds, as well as taxable bond issues. These financings include fixed-rate bonds, variable rate demand bonds, commercial paper, letter of credit backed financings and financings secured by the major private bond insurers and FHA mortgage insurance.
Bond has represented numerous higher education institutions in financing transactions that include tax-exempt and taxable bond issuances through the Dormitory Authority of the State of New York and many different local development corporations and other conduit issuers. We have also been institution counsel for health care facilities involving a variety of credit structures, including obligated group financings using master trust indentures. In addition, Bond regularly serves as counsel to bond underwriters in public finance transactions and as trustee’s counsel on bond issuances and refunding transactions.
Public finance requires experience in many areas of the law. Bond is a full-service law firm with experience in all major areas of the law. We have the depth and breadth of experience to handle the variety of legal questions that arise in public finance transactions. In addition to our legal skills and experience, Bond offers two significant benefits to our public finance clients. First, with offices upstate in Albany, Buffalo, Rochester, Saratoga Springs, Syracuse and Utica, and downstate in Long Island, New York City and Westchester, we are available on short notice to attend meetings, review financing plans and consult with parties to financing transactions anywhere in the state. Second, because of our locations across the state, our fees may be substantially less than those of firms that concentrate their practice in New York City.
Given the complex and changing world of regulatory controls, environmental law, lending, land development, municipal law and public financing, the practice of real estate law requires a vast range of experience and knowledge. We provide a full range of transactional real property services to assist our business clients to acquire, sell, construct and finance their projects.
We have appeared before many municipal boards to obtain changes of zone, subdivision approvals, special permits and site plan approvals for commercial and industrial facilities, hotels, mining companies, office buildings, restaurants, shopping centers, transmission tower sites and warehouses. We are qualified to act as examining counsel for title insurance companies and have extensive experience in examining title certificates, abstracts of title, and to address issues of title and title insurance coverage.
Our real estate partners have extensive experience handling project development financing, including industrial development revenue bonds, and other public sector financing participation and incentives, real property tax assessment review, construction contracts, architects agreements and other aspects of commercial construction projects. In addition to handling acquisitions and sales of real property, our attorneys assist clients with other aspects of commercial development including financing, leasing, subdivision, ground leasing, and the negotiation and drafting of easements, rights-of-way, license agreements, and comprehensive declarations of reciprocal easements and restrictive covenants.
Our experience extends to the disposition of property, real property tax certiorari proceedings, foreclosures, eminent domain proceedings and litigation relating to all of the above.
We provide a broad range of legal services and counseling to companies ranging from start-ups, emerging businesses and IPO candidates to exchange-listed companies. Services offered (detailed below) include matters relating to registration of public offerings including IPOs and secondary offerings; private placement of equity and debt; Securities and Exchange Act registration, reporting, and compliance; proxy statements and solicitations; merger and acquisitions; contested proxy solicitations and takeover matters; Section 16 reporting and insider trading compliance; broker-dealer registration and compliance; stock option, stock purchase and other stock-based compensation plans; tender offers, stock repurchases and going private transactions; corporate governance and antitakeover provisions; stock exchange and Nasdaq listings; and securities litigation and arbitration proceedings.
With our state of the art communications, research and document production capabilities, we can efficiently work as part of a team to address a client's legal needs and effectively coordinate provision of professional services. Foremost in our client relationship is our commitment to deliver quality, results-oriented services in a cost-effective manner in comparison to larger metropolitan area law firms.
When representing companies, we bring a long-term perspective, often representing businesses from their inception, advising them through initial equity placements, and then representing them in IPO's, subsequent financing transactions and strategic acquisitions, as well as ongoing compliance and reporting obligations as a public company. We act as general counsel to public companies, as well as special counsel for specific projects such as public offerings, proxy contests, equity and debt placements, mergers and acquisitions, and shareholder derivative claims.
Areas Of Securities Law Practice
Public Offerings - Representing issuers and underwriters in public offerings of equity and debt securities under the Securities Act of 1933, including preparing registration statements for IPOs and secondary offerings, advice regarding the underwriting process, and listing securities on an exchange or Nasdaq.
Mergers and Acquisitions - Advising both acquiring and target corporations regarding the implications of securities-based mergers and acquisitions, including the offering and registration of securities on Form S-4, tax-free treatment in mergers and acquisitions, obtaining regulatory approvals, and compliance with antitrust laws.
Contested Proxy Solicitations/Hostile Takeover Attempts - Representing corporations and directors in connection with proxy contests and hostile takeover attempts, including counseling on director fiduciary duties, implementing takeover defenses, counseling regarding business combination statutes, and defending shareholder derivative claims and litigation.
Exchange Act Reporting - Advising clients with respect to disclosure obligations of public companies, managing corporate information and inquiries from the press, and compliance review of periodic reports under the Securities Exchange Act of 1934, including reports on Forms 10-K, 10-Q and 8-K, and reports for entities qualifying as small business issuers.
Proxy Materials - Assisting with preparation, review and filing of proxy and information statements with the SEC for annual and special shareholders meetings, including advice relating to shareholder proposals, proxy solicitation issues, and meeting procedures.
Beneficial Ownership Reporting - Providing a compliance review of beneficial ownership reporting pursuant to Section 16 of the 1934 Act (Forms 3, 4 and 5), as well as beneficial ownership reporting under the Williams Act provisions of the 1934 Act (Forms 13D and 13G).
Insider Trading Issues - Counseling of corporate insiders with respect to restrictions on insider trading under the anti-fraud provisions of the 1934 Act, as well as insider transaction reporting obligations and short-swing trading provisions under Section 16 of the 1934 Act, and counseling corporations on implementing compliance policies in this area.
Tender Offers and Repurchase Programs - Representing public companies in hostile tender offers, odd lot repurchase programs, and other issuer repurchase programs of debt or equity.
Restricted Stock Trading by Affiliates - Advising companies and executive officers regarding the disposition of "control securities" and "restricted securities" pursuant to Rule 144 and implementing appropriate compliance programs for companies.
Employee Benefit Plan Issues - Advising clients regarding securities law implications for employee benefit plans and stock-based compensation for executives, including registration of plans on Form S-8 and review of plan annual reports on Form 11-K.
Electronic Filing Requirements - Assisting companies with respect to compliance with the EDGAR electronic filing requirements.
Executive Compensation Plans - Counseling with respect to, and preparing, tax-qualified retirement plans, non-qualified deferred compensation arrangements, stock based incentive plans, executive employment and change of control agreements, cafeteria plans, and a variety of other types of employee plans and issues.
Private Placements - Representing companies in private placements of securities including preparing and reviewing private placement memoranda, blue sky filings, and other regulatory filings in connection with exempt offerings under Regulation D and real estate syndications under New York State regulations.
Securities Litigation - Representing companies and directors in shareholder derivative claims and litigation, contested hostile takeovers, 10b-5 actions, breach of fiduciary duty claims and other arbitration and litigation matters in federal and state courts.
Broker-Dealer and Investment Adviser Issues - Counseling clients regarding federal, state and self-regulatory requirements for brokers, dealers and investment advisors.
The mission of the small business practice is to provide a full range of high quality legal services to young, growing businesses. The practice brings all the talents of the firm's various departments, as well as its experience in representing emerging businesses, to the benefit of its clients. Our attorneys provide services to clients in the areas of corporate, tax, securities, contract and employee benefits. The practice has represented hundreds of start-up and early stage companies, in diverse areas such as software development, retail office and medical products. The practice has assisted business owners in such diverse areas as estate and succession planning, labor relations and immigration matters. In addition to traditional hourly billing practices, the firm welcomes inquiries concerning fixed fee and other alternative billing arrangements.
Many successful business owners concentrate so much of their creative energy on growing their business, they may not be able to offer a well-considered answer to the important question: “What’s your exit strategy?” Business owners large and small need to ask themselves how they plan to deal with the eventualities of life. Specifically:
How long do I want to be in business?
What happens if I become ill or pass away?
Will I be able to preserve value in the business for my loved ones?
What if something happens to one or more of my business partners?
How do I prevent an unwanted third party from obtaining an ownership interest in the business?
Our attorneys routinely assist business owners in addressing these and many more issues that are involved in succession planning. By addressing these threshold issues early on rather than at the time of a life changing event, a business owner can take some comfort in knowing that a well-considered plan is in place to smoothly guide both the owner and the business through the transition process.
At Bond, our tax professionals provide clients with a full range of services involving every level of complexity and sophistication in tax law. We represent individuals, businesses and exempt organizations in planning, transactional, adversarial, reporting and criminal tax matters. The diversity of our firm's large client base and our many special issue referrals have developed our experience in non-routine areas of practice.
Income tax and estate planning along with fiduciary estate administration have been the staple of our practice for many years, attracting clients of all kinds with special family planning needs. Our experience with succession planning for many closely held businesses and their owners involves the interplay of tax, estate planning and business issues. Employee benefit counseling on tax and fiduciary issues represents a significant portion of our practice through involvement with both large and small client benefit plans. We provide business tax planning to optimize the benefits of the various forms of business entities and to structure taxable and tax deferred merger and acquisition transactions. Our counseling for tax-exempt organizations involves establishing and maintaining the exemption as well as unrelated business tax issues. Through our office in Albany we have a local base for handling many New York State tax matters, particularly legislation and tax assessment controversies.
The tax practice at Bond is serviced by numerous attorneys, legal assistants and tax accountants. Our state of the art communications and word processing equipment encourage a close working relationship among the professionals in the various office locations. Many of the attorneys have received recognition for achievements in their area of practice and have specific training in tax and financial matters: three attorneys have been recognized as Fellows of the American College of Trusts and Estate Counsel; eight attorneys are listed in The Best Lawyers in America; eight attorneys have business degrees and experience in accounting and finance, five of whom are licensed as Certified Public Accountants; four attorneys have Masters of Laws degrees (LL.M.); and one attorney teaches at the Syracuse University College of Law.
