Practice Areas

Tax Law
Corporate, partnership and individual; domestic and international taxation; tax planning for executive compensation; tax audits, appeals and litigation; employment tax planning; tax planning for foreign investors in U.S. properties and businesses; tax planning for offshore trusts; tax planning for U.S. businesses conducted in foreign jurisdictions; tax planning for domestic and international mergers and acquisitions; tax planning for domestic and international joint ventures; estate and gift tax planning and income taxation of trusts and estates.

Alternative Dispute Resolution
Representation and advice regarding mediations, arbitrations, mini trials and other alternative methods to litigation; advice to clients in drafting alternative dispute mechanisms and programs for employment discrimination, commercial, contract and construction disputes.

Art Law
Structure art investment partnerships and joint ventures; prepare publishing contracts for multiples and graphics; general corporate representation to art galleries; estate planning and commercial representation to artists in their dealings with galleries and publishers; advice and litigation services to galleries and artists, as well as purchasers and sellers.

Bankruptcy/Creditors' Rights
Representation of secured and unsecured creditors, trustees and other parties including investors and official committees before United States Bankruptcy Courts; bankruptcy litigation; extensive motion practice; purchase and sale of assets in bankruptcy; representation of lending institutions in debt restructuring and dischargeability actions; fraudulent conveyances, preferences, substantive consolidation and equitable subordination; insolvency; creditors' rights; asset recovery and prosecution of commercial foreclosure actions.

Construction Law
Representation of clients in all aspects of negotiation and bidding of all types of both private construction and public improvement contracts; including assuring legal compliance, negotiating and administering the contracts and responding to and resolving claims that may arise from the commencement of a project through payment of the final retainage. Our experience includes dispute and claims resolutions, including mediation, arbitration and where necessary litigation, relating to time extensions, delay claims, mechanic liens (both public and private), Article 3A Trust Fund problems and compliance, and payment and performance bonding. We have a keen understanding of the oftentimes difficult legal inter-relations among the various and complex construction projects, the parties and partners, and how, the real world relationships between the parties often differ from contract language. We understand the approaches that benefit all sides.
Although a business solution is normally preferred, we understand where only an aggressive legal representation can bring about a proper result for our clients.

Corporate Law
Securities: representation of public and private companies including start-up companies; public offerings; partnerships, limited liability companies and joint ventures; private placement offerings and syndications; compliance with Securities Exchange Act of 1934; legal audits. Conventional Financing: including representing institutional lenders and borrowers in connection with short and long term financing for business enterprises; mortgage financing. Venture Capital Financing: including representing public and private companies as well as venture capital entities in connection with debt and equity offerings, warrants, and structuring joint ventures both domestically and abroad. Privately-Held Corporations: develop and execute stock purchase agreements, shareholder agreements, employment agreements and contracts. Business Combinations/Reorganizations: including structuring and executing acquisitions, stock or asset purchase agreements, merger or consolidation agreements, recapitalizations, other business reorganizations and leveraged buyouts.

Elder Law
Estate, gift and income tax stategies for seniors; planning for IRA and pension distribution options to enhance wealth and maximize estate and income tax savings; integrating wealth accumulated in pensions and IRAs into the overall estate plan; management of long-term care costs through the optimization of governmental and private benefits, and the execution of advance directives to ensure that wishes regarding medical treatment and/or financial affairs are effective, guardianship proceedings to assist families in gaining the authority required to make medical and financial decisions for incapacitated relatives.

Employee Benefits
Executive compensation; stock options and stock plans including income and estate planning; pension plans; profit sharing plans; welfare benefit programs; 401(k) plans; ERISA; estate and distribution planning from pension; retirement plans; mergers & acquisitions; ESOP plans; tax deferred annuities; non-qualified deferred compensation plans; welfare plans including cafeteria plans, VEBAS and flexible spending programs; plan mergers, consolidations and terminations; Securities and Exchange Commission compliance, filing and prospectus requirements for company stock funds in qualified plans; design and implementation of qualified and non-qualified stock option plans; phantom stock plans for the close business; equity based deferred compensation; representation before IRS in all employee benefit matters, including plan audits; civil and criminal Department of Labor investigations of welfare plans and international employee benefit issues.

Employment and Labor Law
National Labor Relations Board proceedings, union campaigns; strikes, picketing and collective bargaining; employment discrimination litigation including age, sex, sexual harassment, race, national origin and disability discrimination; Non-compete and Trade Secret litigation; litigation before state, federal and administrative agencies; ERISA litigation; employment policies and employee handbooks; employment and shareholder agreements; wage and hour laws; arbitrations; shareholder disputes in closely-held corporations and law firms; mergers or acquisitions of businesses, employee benefits and pension matters; partnership and corporate dissolution disputes in health care and professional firms; OSHA audits and supervisory training.

Government Relations & Regulatory Affairs
Representation of individuals and businesses before federal, state and local legislatures, committees and agencies; development and execution of legislative strategies; government contract testimony and litigation; constitutionality and validity of new laws.

Health Care Law
Managed competition arrangements; individual physician associations; Medicaid and Medicare regulations; physician contracts; preferred provider organizations; rate and reimbursement disputes; licensure and certification; senior housing; medical and dental corporations and partnerships; equipment financing and ownership agreements.

Intellectual Property
Patents, copyrights & trademarks litigation and protection; strategic planning; intellectual property audits; trademark searching, clearance and registration; patent prosecution, validity opinions, licenses and transfers; trade secret protection; litigation of intellectual property disputes; intellectual property due diligence; distributorship and joint venture agreements; Internet domain name registration and disputes; infringement and validity of intellectual property rights; patent, copyright, trademark and trade secret infringement cases; comprehensive protection of computer software and hardware, telecommunications, digital electronics, semiconductors and Internet-related intellectual property.

Internet, Technology and E-Commerce
Representation of Internet, E-Commerce and other technology companies from inception through various stages of growth; assistance in raising "seed", venture capital, and mezzanine levels of finance; public offerings; structuring of technology transfer, joint venture, media exchange and software licensing transactions; cyberspace agreements including website development, web hosting, electronic distribution, online publishing, and server-access; protection of intellectual property rights - patents, copyrights, trademarks and domain names; preparation of option and other executive and employee compensation plans; mergers and acquisitions; non-competition, trade secret and other protective agreements and sophisticated tax and litigation services.

Investment Funds
Investor Representation: structuring and negotiating the terms of investments of high net-worth investors, family offices and private companies in alternative investment funds, including private equity funds, hedge funds, fund of funds and real estate funds, particularly through the use of side letters and/or requests for amendments and modifications to fund partnership agreements. Asset Manager Representation: evaluating, structuring and negotiating terms of seed capital investments in emerging managers; formation of investment advisory firms and related companies, including incentive arrangements for employees and equity ownership arrangements for principals; advise on conflicts of interests, fiduciary duties and other legal issues arising in the operation of alternative investment funds, including compliance with the Investment Advisers Act of 1940. Fund Formation: structuring and formation of alternative investment funds, including private equity funds, hedge funds, fund of funds and real estate funds; negotiating agreements with service providers such as placement agents, prime brokers, administrators and financing counterparties. Fund Counsel: advice on the ongoing operations and business of alternative investment funds, including transfers of fund interests between investors, defaults, strategic investments and portfolio company acquisitions and dispositions, financing, asset valuation, tax issues, ERISA issues and compliance with the Investment Company Act of 1940.

Meltzer Lippe's Litigation Team Obtains Multi-Million Dollar Settlement Against Insurance Claims Administrator.
Trials and appeals; business and commercial litigation; corporate and partnership disputes; non-compete agreements and theft of trade secret litigations; creditor/debtor disputes; employment and labor law litigation; ERISA litigation; real estate disputes; construction litigation; securities fraud; NASD arbitration; antitrust and business torts; civil RICO; intellectual property law, including patents, trademarks, copyrights and trade secrets; Internet law disputes, including domain names and e-commerce disputes; bankruptcy court litigation; tax court litigation; class actions and shareholder derivative suits; section 1983 and constitutional torts; products liability litigation and alternative dispute resolution, including mediation and arbitration.

Meltzer Lippe's Litigation Team Obtains Multi-Million Dollar Settlement Against Insurance Claims Administrator

Municipal Law
Representation of municipal boards; drafting of local laws; zoning and variance litigation.

Partnerships, Limited Liability Companies and Joint Ventures
Structure and formation of general and limited partnerships, and limited liability companies ("partnerships"); sales of partnership interests; admission to partnerships; amendments to partnership agreements and partnership tax advice.

Real Estate
Acquisition and sale of all types of commercial property including but not limited to multifamily residential buildings, shopping centers, office buildings and industrial properties; leasing of shopping centers, office buildings, industrial parks; residential purchases and sales; construction, interim and permanent financing; commercial loan transactions; securitizations for lenders and borrowers; multi-state transactions; golf course and country club communities; ground, net and bond leasing; municipal law; real estate development; tax free exchanges; variances, special permits and authorizations; land use, planning and zoning; mortgage foreclosure proceedings; representation of homeowners' associations, condominiums and cooperatives and property conversions to such type of entities.

Tax-Exempt Organizations
Designing innovative organizational and operational structures for the organizations to best meet their mission and goals; implementing effective policies to help directors and officers comply with their duty of care and duty of loyalty; obtaining federal and state tax exemptions; assisting with federal and state tax audits; creative planning for unrelated business income tax issues; effective education and training to comply with complicated federal and state laws and regulations; advising on corporate reorganizations, commercial and real estate transactions and joint ventures; keeping the organizations aware of new and increasingly complex legal developments; evaluating fundraising issues and developing planned giving programs; and assisting with state charitable registration requirements and charitable solicitation and fundraising laws.

Wills & Trusts, Estate Planning & Administration
Asset preservation; wills and trusts; family limited partnerships; dynasty trusts; business succession planning; international estate planning; testamentary trusts and intervivos trusts; installment sales; state domicile and residence issues; charitable organizations and their for-profit affiliates; estate gift and generation-skipping transfer taxes; elder law; personal tax planning; life insurance and charitable trusts; estate tax motivated partnership and asset planning; restructuring; post mortem estate planning and probate of estates.