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Practice Areas

Corporate, M&A Transactions, Antitrust, Securities, Internal Investigations and White-Collar Defense

Practice Description

Corporate practice including public and private mergers and acquisitions, joint ventures, venture capital investments, initial public offerings and other public and private securities offerings, investment partnerships, hedge fund offerings, bank loans, distribution and agency agreements, research and development agreements, employment and services agreements, stockholders agreements, and general commercial contracts and corporate advice.

Education

• B.S., 1967 Fordham University
• J.D., 1970 Fordham University School of Law (Class Standing: 1; Editor-in-Chief, Volume 38, Fordham Law Review; American Jurisprudence Awards for highest class standing in: Jurisprudence, Torts, Evidence, Federal Practice, Agency, Estates & Trusts, Administrative Law, Criminal Law, Constitutional Law, Commercial Transactions, Remedies, Admiralty, and Labor Law; The Chapin Prize (highest class standing); The Francis Thaddeus Wolff Prize; The Fordham Prize (highest class standing in each of first, second and third years).

Admissions

• 1971 New York
• 1974 New Jersey
• 1975 U.S. Supreme Court
• 1975 U.S. Court of Appeals, Second Circuit
• 1975 U.S. District Courts, Southern, Eastern and Northern Districts of New York, and District of New Jersey

Affiliations

• International Bar Association (Section on Business Law; Member, Antitrust Law and Monopolies, Business Organizations, Issues and Trading in Securities Committees)
• New Jersey State Bar Association
• New York State Bar Association
• The Association of the Bar of the City of New York
• Fordham Law Alumni Association (Director)
• Fordham Law Review Alumni Association (Governor)
• Candidate for Twelfth Congressional District Delegate to Republican National Convention (George Bush for President, 1980)
• Newark Academy, Livingston, New Jersey (Trustee, 1984-1989)
• Director of various corporations.

Publications Available on this website...

"Foreign Corrupt Practices Act," Client Advisory, March 2010; "Administration Proposes Regulation of Over-The-Counter Derivatives," Client Advisory, May 18, 2009; "Voluntary Disclosure of Offshore Accounts," Client Advisory, March 27, 2009; "Managing Legal Fees in the Recession: A Top Ten List," Client Advisory, March 6, 2009; "Record Retention Policies," Client Advisory, January 2009; "United States Antitrust Guidelines," Client Advisory, January 2009; "Antitrust and the Horizontal Merger Guidelines of the U.S. Department of Justice and the Federal Trade Commission," Client Advisory, January 2009; "U.S. Foreign Investment and National Security Act of 2007," Client Advisory, January 2009; "U.S. Department of Justice Analysis of Single-Firm Conduct," Client Advisory, September 9, 2008; "Dealmakers Face Regulatory Hurdles for Cross-Border Deals," Investment Dealers' Digest, September 24, 2007; "Record Retention Policies: Guidelines for Directors," Directors Monthly, May 2007; "Internal Investigations: A Top 10 Checklist," Client Advisory, October 17, 2006; "Antitrust and Research Trade Associations," Client Advisory, April 2006; "Antitrust and Intellectual Property," Client Advisory, April 2006; "SEC Reforms the Public Offering Process," Client Advisory, August 15, 2005; "Private Companies and Sarbanes-Oxley," January 1, 2005; "Private Securities Offerings in the United States by Offshore Investment Funds," September 1, 2004; "Supreme Court Validates Use of Broad U.S. Discovery in Aid of Foreign Proceedings," Client Advisory, June 22, 2004; "Internal Controls Over Financial Reporting," Client Advisory, April 2004; "A Practical Guide to the Sarbanes-Oxley Act of 2002," Client Advisory, July 1, 2003; "What you Need to Know About the Certification Requirements of The Sarbanes Oxley Act of 2002," Client Advisory, June 2003; "Audit Committee and Financial Reporting Requirements for U.S. and Non-U.S. Companies under the Sarbanes-Oxley Act," Client Advisory, May 1, 2003; "New York's Martin Act: Expanding Enforcement in an Era of Federal Securities Regulation," Legal Backgrounder, February 28, 2003; "SEC Final Rule for Attorney "Up the Ladder" Reporting and Proposed Rule for Attorney "Noisy Withdrawal" Under the Sarbanes-Oxley Act," Client Advisory, January 31, 2003; "SEC Proposed Professional Standards of Conduct for Attorneys Under the Sarbanes-Oxley Act," Client Advisory, December 4, 2002; "The Application of Sarbanes-Oxley to Non-U.S. Companies," Client Advisory, November 2002; "The Sarbanes-Oxley Act of 2002: Will It Prevent Future "Enrons?"," Legal Backgrounder, August 9, 2002; "State "Indirect Purchaser" Suits Benefit Lawyers, Not Consumers," Legal Backgrounder, July 12, 2002; "The Sarbanes-Oxley Act of 2002," Client Advisory, July 2002; "The Euro -- Legal and Commercial Issues," Client Advisory, May 2002; "€ The Euro Audit Checklist," Client Advisory, January 2001; "Foreign Issuer Private Placements and Rule 144A Offerings in the United States," July 27, 2000; "U.S. Discovery in Foreign Litigation," Client Advisory, January 2000

Additional Publications

“Sarbanes-Oxley Act of 2002-Foreign Private Issuers, Foreign Auditors and Foreign Counsel, Privately-Held Corporations and Not-for-Profit Corporations,” Client Advisory, January 1, 2005; “Registration of Hedge Fund Advisors -- The New SEC Rules,” Client Advisory December 2004"; “Europe Should Learn From Recent U.S. Court Ruling In Microsoft,” Counsel’s Advisory, Washington Legal Foundation July 9, 2004; “Internal Investigations: A Top 10 Checklist,” New York Law Journal, May 20, 2004; “Internal Control over Financial Reporting,” Client Advisory, April 2004;” “Innovation at a Crossroads: Microsoft, Mario Monti & Media Players,” Washington Legal Foundation April 2, 2004; “Let's Make a Deal,” American Executive, October 2003; State “Indirect Purchaser” Suits Benefit Lawyers, Not Consumer,” Legal Backgrounder, Washington Legal Foundation, July 12, 2002; “Indemnification of “Fees on Fees,” Client Advisory, April 2002; “Innovation and Integration: The Microsoft Case & Windows XP,” Legal Backgrounder, Washington legal Foundation, September 7, 2001; “American Depositary Receipts Global Depositary Receipts and Euro Depositary Receipts,” Client Advisory, February 2001; “New Hart-Scott-Rodino Rules and a New Administration Deal Have Practitioners Asking a Lot of Questions,” The Daily Deal, January 24, 2001; “The Euro Audit Checklist,” Client Advisory, 2001; “Playing By His Own Rules--Procedural Shortcuts in the Microsoft Case,” The Daily Deal, June 18, 2000; “Interest in Anti-Dumping Laws Increases,” New York Law Journal September 20, 1999; “FTC Clarifies Hart-Scott-Rodino Filings for LLCs,” The National Law Journal, September 6, 1999; “The Euro Arrives,” Multimedia & Web Strategist, February 1999; “U.S. Antitrust Guidelines Regarding Research Trade Associations,” The Corporate Analyst, August 1999; “The Year of the Euro Approaches,” New York Law Journal, April 27, 1998; “New SEC Harbor Protection for Offshore Press Conferences and Press Materials,” Securities & Commodities Regulations, March 4, 1998; “Antitrust and Intellectual Property Rights: The Devil Is in the Details,” New York Law Journal, February 2, 1998; “Offshore Mutual Fund Offerings in the United States,” 1998; “New Securities Law Expands Options For U.S. Investors Restrictions on Offshore Funds Reduced,” New York Law Journal, April 28, 1997; “U.S. Antitrust Guidelines Regarding Research Associations,” The Lawyer's Brief, December 31, 1996; “Increase in American Depositary Receipt Offerings in the United States During First Half of 1996 Points to Renewed Interest in Offshore Securities Investments,” The National Law Journal, November 25, 1996; “Workplace Management: Guidelines For the Novice,” New York Law Journal, September 23, 1996; “Investors Offshore Face Host of U.S. Regulations,” 1995; “Offshore Issuer Private Placements and Rule 144A Offerings in the United States,” 1994; “Antitrust Guidelines,” Business Laws, 1991; “Antitrust Guidelines for Trade Associations,” Business Laws, 1991; “The Lawyer's Checklist for Due Diligence Inquiries in Acquisitions,” Lee & Colman, Handbook of Mergers, Acquisitions and Buyouts 721, 1981; 3 The National Law Journal 17-21, October 6, 1980; “Antitrust Guidelines for Associations,” Materials for Antitrust Compliance Programs 13.13, 1983; “United States Trust Company of New York v. New Jersey; The Contract Clause in a Complex Society,” 45 Fordham Law Review 1, 1977

Memberships

• Plainfield Country Club
• The Sagamore Country Club
• The Royal Ashdown Forest Club

Illustrative Matters

Client	Description
U.K.-U.S. Money Markets Broker	Combination of Businesses with Competitor; Acquisition of Repurchase Agreement Brokerage Business; Relocation of Business and Related Tax Reliefs From NY State and NY City.
U.S. Pipe and Valve Manufacturer	Acquisition of U.S. Pipe Manufacturer.
Danish Food Additives Company	Acquisition of U.S. Food Additives Company; Joint Venture with U.S. Genetic Engineering Company; Arbitration Involving Additives Supply Contract; Sale of Hops Manufacturing Company.
U.S. Filtration Products Company	Acquisition of German/Swiss/Italian/Japanese/Indian/Korean Businesses; Investment in and IPO of U.S. Specialty Filter Company.
U.S. Hedge Funds	Organization of Hedge Funds.
U.S. Trade Associations	Ongoing Antitrust Advice.
U.K. Labeling Company	Acquisition of U.S. Label Supply Company.

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