Tannenbaum Helpern represents Special Committee in going-private transaction
Tannenbaum Helpern was engaged to represent the Special Committee of the Board of Directors of a public company in a going-private transaction involving a buyer group led by the controlling shareholder of the company. Tannenbaum Helpern’s legal team:
- advised the Special Committee on its fiduciary duties to the company and SEC regulatory requirements
- participated in over 20 Special Committee meetings as members of the Special Committee’s advisory team
- assisted in drafting and negotiating the stock purchase agreement, the preliminary proxy statement and other disclosure documents.
The transaction involved a competitive counter offer after the initial announcement of the deal and required several rounds of negotiation with respect to the offer price per share. The complex negotiations among the Special Committee, the company, the company’s counsel, the buyer group, and the Special Committee’s financial advisors ultimately resulted in a significant increase in the original offering price by the buyer group.
Negotiated favorable settlement for prominent beer distributor in a breach of contract dispute
The litigation team at Tannenbaum Helpern represented its client, a prominent wholesale distributor of various brands of alcoholic and non-alcoholic beverages, in a breach of contract action in connection with an exclusive distribution agreement with a wine importer and seller in the Commercial Division in the Supreme Court of the State of New York. After Tannenbaum Helpern litigators successfully defeated a motion to dismiss the Complaint and a subsequent motion for re-argument, the parties (who?) made initial discovery disclosures and thereafter agreed to engage in a virtual mediation, as in-person mediation is impossible due to the COVID-19 pandemic and NY was in a lockdown. Tannenbaum Helpern litigators negotiated a favorable settlement on behalf of its client.
Despite limited access to the courts as a result of the unprecedented closures due to COVID-19, Tannenbaum Helpern was able to obtain a positive and expeditious outcome for its client, through the use of virtual alternative dispute resolution, a relatively novel concept at the time.
THSH Successfully Defends Trustees Against Beneficiary’s Repetitious Claims
Tannenbaum Helpern successfully defended two trustees against unsubstantiated claims of self-dealing, fraud and breach of fiduciary duty (among others) made by a beneficiary. After litigating for nearly nine years in Rockland County Surrogate’s Court to determine whether the trustees had an obligation to fully fund the beneficiary’s marital trust as of the decedent’s date of death, in October 2018, the Surrogate’s Court ruled in the trustees’ favor. The Surrogate Court held that the obligation to fully fund the marital trust did not arise until the estate’s taxes and administrative expenses were calculated and paid. Thereafter, the beneficiary continued to pursue her meritless claims by filing at least three subsequent petitions in the same Court seeking essentially the same relief.
In June 2020, the Surrogate’s Court granted the trustees’ motion to dismiss fully and finally disposing of the beneficiary’s claims for breach of fiduciary duty, self-dealing and fraud. Notably, the Court’s June 2020 decision also ordered the beneficiary to pay the trustees $10,000 in sanctions for continually pursuing the same meritless claims in a series of petitions. Sanctions, while generally rare, were warranted in this case because, according to the Court, the beneficiary’s “arguments raised in support of the baseless claims were totally irrelevant, and the entire proceeding served no purpose but to waste the Court’s time and harass [the trustees], most likely with the hope of eliciting additional payments to [the beneficiary] just to make her go away.” The case stands as a notable precedent and warning to litigious parties who pursue frivolous claims that New York courts will be loath to tolerate such conduct.
Obtains Restraining Order Against Former Employees to Protect Trade Secrets
Our client, a broker-dealer with proprietary trade secrets and unique trading technology, was concerned that its employees were going to work with a competitor in violation of non-compete and confidentiality agreements. Tannenbaum Helpern was part of a team that commenced an action in federal court and obtained a temporary restraining order to prevent the loss of our client’s trade secrets. Following intense discovery and negotiations, the parties resolved the dispute to our client’s satisfaction before the expiration of the court’s restraining order.
Negotiates Settlement of Real Estate Broker’s Arbitration Claims
Our client, a commercial real estate broker, filed arbitration claims against a former employer for millions of dollars in unpaid commissions. Tannenbaum Helpern was brought in to take over the representation of the broker in the arbitration and made submissions that put the broker and former employer in a position where a settlement was possible. Following its submissions and extensive negotiations, Tannenbaum Helpern successfully negotiated a settlement on behalf of the broker.
Negotiates Termination of Lease and Personal Guarantee During Pandemic
Our client, a commercial tenant, was forced to shut down his business and cease operations during the Coronavirus pandemic. His lease obligations, however, continued to accrue and they were secured by a personal guarantee. The client was concerned that without any income from his business or ability to reopen, he would become personally liable for a massive debt. Through negotiations with the landlord during the pandemic, Tannenbaum Helpern was able to negotiate a settlement terminating the lease and personal guarantee.