Proskauer Rose LLP

Adam Lupion

Adam Lupion is the co-chair of Proskauer's Labor & Employment Law Department and a member of Proskauer's Labor Management Relations, Sports Law and Employment Litigation Groups. Widely recognized as a leading labor and employment attorney. A trusted litigator and counselor, Adam has developed a particular expertise representing sports leagues and teams. He has been at the center of many of the most significant labor and employment matters in the sports industry. For example, Adam helped guide Major League Baseball (MLB) through its most recent work stoppage with players, represented MLB in grievance arbitrations challenging player discipline for violations of the league’s domestic violence and drug policies, successfully defended MLB against discrimination claims brought by Angel Hernandez, and defended MLB and its member Clubs in class and collective actions involving pay practices of minor league players and claims of age discrimination by scouts. In addition, Adam has handled several litigations and arbitrations for the National Hockey League and National Football League, and has advised college athletic conferences and universities across the broad spectrum of labor and employment laws. Adam also leads the Firm’s MLB Salary Arbitration practice, and is one of the most sought-after practitioners to represent Clubs during contract negotiations and at arbitration hearings against some of the game’s most prominent players. Adam’s practice extends far beyond the world of sports, as he has extensive experience representing healthcare, higher education, financial services, media and entertainment, telecommunications, energy, retail and hospitality clients in a wide variety of labor and employment law matters in state and federal court, and before administrative agencies. He has lectured on labor and employment law at Cornell University, New York University School of Law, and Cardozo Law School. He frequently represents the Firm and the Sports Law Group on panel discussions and at career seminars for current and prospective lawyers.

Allan Bloom

Allan Bloom is the co-chair of Proskauer’s Labor & Employment Law Department and a nationally recognized litigator and advisor who represents employers, business owners, and management in a broad range of employment and labor law matters. As a litigator, Allan has successfully defended many of the world’s leading companies against claims for unpaid wages, employment discrimination, breach of contract and wrongful discharge, both at the trial and appellate court levels as well as in arbitration, before government agencies, and in private negotiations. He has secured complete defense verdicts for clients in front of juries, as well as injunctions to protect clients’ confidential information and assets. As the leader of Proskauer’s Wage and Hour Practice Group, Allan has been a strategic partner to a number of Fortune 500 companies to help them avoid, minimize and manage exposure to wage and hour-related risk. Allan’s views on wage and hour issues have been featured in The New York Times, Reuters, Bloomberg and Fortune, among other leading publications. His class-action defense work for clients has saved billions of dollars in potential damages. Allan is regularly called on to advise operating companies, management companies, fund sponsors, boards of directors and senior leadership on highly sensitive matters including executive and key person transitions, internal investigations and strategic workforce planning. He has particular expertise in the financial services industry, where he has litigated, arbitrated, and mediated disputes for more than 20 years. A prolific author and speaker, Allan was the Editor of the New York State Bar Association’s Labor and Employment Law Journal from 2012 to 2017. He has served as an author, editor and contributor to a number of leading treatises in the field of employment law, including ADR in Employment Law (ABA/Bloomberg BNA), Employment Discrimination Law (ABA/Bloomberg BNA), Cutting Edge Advances in Resolving Workplace Disputes (Cornell University/CPR), The Employment Law Review (Law Business Research, U.S. Chapter Author), and The Complete Compliance and Ethics Manual (SCCE). Allan has served as longtime pro bono counsel to Lincoln Center for the Performing Arts and The Public Theater, among other nonprofit organizations.  He is a past Vice Chair of Repair the World, a nonprofit organization that mobilizes volunteers and their communities to take action to pursue a just world, and a past recipient of the Lawyers Alliance Cornerstone Award for extraordinary contributions through pro bono legal services. Allan is a Fellow of the College of Labor and Employment Lawyers and has been recognized as a leading practitioner by Chambers since 2011.

Amanda Nussbaum

Amanda H. Nussbaum is the chair of Proskauer's  Tax Department as well as a member of Proskauer's Private Funds Group. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, as well as advising those funds on investment activities and operational issues. She also represents many types of investors, including tax-exempt and non-U.S. investors, with their investments in private investment funds. Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues. In addition, Amanda advises not-for-profit clients on matters such as applying for and maintaining exemption from federal income tax, minimizing unrelated business taxable income, structuring joint ventures and partnerships with taxable entities and using exempt and for-profit subsidiaries. Amanda has co-authored with Howard Lefkowitz and Steven Devaney the New York Limited Liability Company Forms and Practice Manual, which is published by Data Trace Publishing Co.

Andrea Rattner

Andrea S. Rattner is a partner in Proskauer's Tax Department and member of the Employee Benefits & Executive Compensation Group. For more than 30 years, her practice has focused on a broad range of executive compensation and employee benefits matters, advising clients on an ongoing basis as well as in the context of corporate transactions and other transformative and unique situations. Her clients include public and private companies, boards of directors, compensation committees and senior executives in a broad range of industries. Andrea has been involved in Proskauer management for many years, having served as a member of the Executive Committee and a former chair of Proskauer's Tax Department. Andrea counsels clients with respect to the tax, securities, corporate governance, stock exchange, ERISA and other implications affecting executive compensation arrangements. Andrea regularly provides advice regarding equity arrangements (such as stock options, restricted stock, RSUs, LLC/partnership interests and phantom equity), employment agreements, change-in-control agreements and all other types of compensation arrangements (including incentive awards, SERPs, deferred compensation and "409A" covered and exempt arrangements). She counsels clients on benefits and compensation matters arising in all types of corporate transactions, including mergers & acquisitions, spin-offs, restructurings, joint ventures, debt and equity offerings and bankruptcies. In numerous transactions, she has addressed the treatment of stock options and other equity awards, change-in-control and "golden parachute" tax issues, severance obligations and separation agreements, the negotiation of new employment agreements and other executive arrangements, retention and other bonus plans, benefit plan liabilities, COBRA, PBGC-related issues and post-closing benefit plan and compensation structures and integration. Andrea also advises clients on compliance with ERISA, the Internal Revenue Code, and other laws affecting employee benefit plans, as well as plan design, administration, termination, fiduciary duty issues, prohibited transactions, qualification requirements and other matters concerning pension, profit-sharing, employee stock ownership, 401(k), and other types of plans. She has extensive experience with respect to the legal consequences relating to the use of employer stock in tax-qualified plans such as ESOPs, profit-sharing, stock bonus and pension plans. She writes and lectures frequently on employee benefits and executive compensation matters and is a co-editor and chapter author of Executive Compensation (Law Journal Press). Since 1993, she has served as an adjunct professor on the faculty of Cornell University (New York State School of Industrial & Labor Relations-Management Programs). Andrea is also active in Proskauer’s relationship with the Women Corporate Directors (WCD), the only global membership organization of its kind focused on helping women obtain and succeed in board positions.

Andrew Katzenstein

Andrew M. Katzenstein is a partner in Proskauer's Private Client Services Department where he assists high net worth individuals, companies and charitable organizations with all aspects of tax and estate planning. He focuses his practice on tax planning matters, which include estate, gift and generation-skipping tax planning, as well as income tax of trust planning, probate and trust administration matters, resolving disputes between fiduciaries and beneficiaries, and charitable planning. Andy is a much sought-after speaker on estate planning and probate issues and has appeared on CBS’ 48 Hours Mystery, NPR, and served as host of KFNX’s weekly radio talk show “Principal of the Matter,” which addressed a variety of trust and estate planning topics. He has published numerous articles in Estate Planning Magazine, the Journal of Taxation, Taxes Magazine and Major Tax Planning, and was one of the principal contributors to the probate treatise "Marshall and Garb on Probate." A frequent lecturer on a variety of estate planning and tax related topics, appearing annually before the Los Angeles County, Beverly Hills and California State Bar Associations, Andy also has participated in the prestigious USC Tax Institute, the USC Probate and Trust Law Conference, has lectured in Europe, Canada and across the United States and is a featured speaker at the CalCPA Education Foundation Annual Conference on seminars in estate planning. Andy has taught estate and gift tax law at USC Law School since 2009 and previously taught estate tax at UCLA Law School for 18 years. He has also taught estate planning and advanced estate planning in the Graduate Tax Program at the University of San Diego and at Golden Gate University. Andy currently teaches Estate and Gift Tax in the LLM program at the UC Irvine School of Law.

Arnold Jacobs

Arnie Jacobs has a broad background in general corporate and securities law with an emphasis on private and public offerings, mergers and acquisitions, and corporate governance. His practice includes representing diverse private equity funds and public companies, and working on public offerings, private placements, venture capital and private equity investments, and mergers and acquisitions. He twice was a member of Proskauer’s six-person Executive Committee, which governs the firm. As a result of his most recent election to the Executive Committee, he gave up his position as co-Chair of the firm’s Corporate Department. While he was Chairman of the Committee on Securities Regulation of the New York City Bar Association, he testified on securities legislation before committees of the U.S. House of Representatives and the U.S. Senate. Arnie was an Adjunct Professor of Law at Cornell Law School for 12 years, was an Adjunct Professor of Law at Cardozo Law School for 12 years, and was an Adjunct Professor of Law at New York Law School for 15 years. Arnie is the author of 25 books and numerous articles on various aspects of securities and corporate law, which have been cited by the U.S. Supreme Court a number of times (most recently in 2011), as well as in hundreds of other cases and authorities. As a result of one of those articles, he holds the world's record for the law review article with the most footnotes (4,824 to be exact). His books include: Disclosure and Remedies Under the Securities Laws, a seven-volume, 7,500-page treatise discussing what disclosure is required under federal and state securities laws, and the remedies for noncompliance Litigation and Practice Under Rule 10b-5, a six-volume, 5,000-page treatise dealing with securities fraud Section 16(b) of The Securities Exchange Act, a 1,400-page treatise dealing with short-swing profits Manual of Corporate Forms for Securities Practice, a four-volume, 4,000-page treatise setting forth forms to be used Opinion Letters in Securities Matters, a three-volume, 3,500-page treatise dealing in depth with opinions lawyers are to render The Impact of Rule 10b-5, a three-volume, 1,500-page treatise explaining various aspects of securities fraud The Williams Act - Tender Offer and Stock Accumulations, a 1,100-page treatise on takeovers and Schedule 13Ds

Arnold May

Arnold P. May is a partner in Proskauer's Tax Department and a member of the Private Funds Group. His practice focuses on tax planning for private equity fund managers in connection with their fund-raising and internal organizational matters, as well as investment activities. In addition, Arnold represents U.S. and non-U.S. investors in connection with their investments in venture capital funds, buyout funds, hedge funds and other investment partnerships. In this capacity, as well as in connection with advising private equity funds with respect to their investment activities, he regularly advises on international tax issues that arise in connection with investments in the U.S. by non-U.S. investors (including non-U.S. investors subject to special U.S. tax treatment, such as governmental pension plans and tax-exempt organizations), as well as investments outside of the U.S. by U.S. persons. Arnold also has significant experience structuring tax-free and taxable mergers and acquisitions (including cross-border transactions), equity compensation arrangements and innovative financing techniques for investments in tax transparent entities such as partnerships, limited liability companies and Subchapter S corporations. Arnold is a frequent speaker at industry conferences, including Financial Research Associates Tax Practices for Private Equity Funds, Institute for International Research Private Equity Tax Practices, Private Equity International Strategic Financial Management for Private Equity Firms, and Private Equity CFO Association. Highly-regarded for his thought leadership, Arnold is the editor of Private Equity International's "US Tax Considerations for Investment Fund Structuring", which was published in August of 2015. He also co-authored an article on "Management Company Structuring" (with Scott Jones) for the April 2008 Private Equity International Fund Structures Supplement.

Bradley Ruskin

Brad Ruskin is a senior partner at Proskauer and co-chairs its Sports Law Group. He has also served as co-chair of the Litigation Department and has served five terms on Proskauer's Executive Committee. Brad has tried a significant number of high profile, headline-generating cases to verdict or appellate victory, on issues ranging from so-called “bet-the company” antitrust challenges to questions of first impression under Delaware Corporate law, to major commercial disputes. Sports Business: As chair of the litigation section of Proskauer’s preeminent Sports Law Group, a significant portion of Brad's practice is dedicated to litigating issues and counseling clients active in the sports business. Among the league and conference clients for whom he performs services are Major League Soccer, the National Hockey League, National Football League, National Basketball Association, Major League Baseball, ATP Tour, WTA, WSL, PAC-12 and the Big East Conference. In addition, Brad has represented ownership groups and clubs in each of the major U.S. sports (including the Washington Nationals, the Florida Marlins, the New York Jets, the Philadelphia Eagles and the New Jersey Devils), as well as media companies in sports-related disputes. Technology, Media and Telecommunications: Brad represents numerous technology, media and telecommunications companies in a wide variety of litigated disputes, including partnership issues, communications and copyright law issues, bankruptcy disputes, data breaches, contract rights and complex class actions. His has represented clients as diverse as T-Mobile USA, Tech Mahindra, ML Media Partners, Madonna, the RP Media Companies and the Rascoff/Zysblat Organization. Antitrust and General Commercial Disputes: Brad regularly defends clients in major antitrust and complex commercial cases. In addition to the sports and telecommunications industries, he has been handling matters for entities across many fields for clients such as Weyerhaeuser, Sanofi and Henry Schein. As an example of the breadth of his role, he recently obtained a full defendant’s verdict after a two-week jury trial on behalf of the ATP Tour (the men's professional tennis circuit), subsequently argued and won the case on appeal before the Third Circuit and finally argued and won an issue of first impression under Delaware corporate law before the Delaware Supreme Court. Brad also regularly handles a wide range of litigation matters, including contract, fraud, licensing, trademark, franchising, partnership, intra-corporate, bankruptcy, unfair competition and other commercial disputes. He has litigated trust matters throughout the country in various federal and state courts and in domestic and international arbitral forums. Brad also has handled proceedings (along with foreign co-counsel) before the European Commission and the Office of Fair Trading. Brad has long been involved in a wide array of public service activities. He currently serves as a Member of the Executive Committee and Director of the Legal Aid Society, a Director and Audit Committee Chair of the Student Leadership Network, a member of the ADL Sports Leadership Council, and a Member of the Jewish Theological Society’s Advisory Board. In addition, he frequently publishes articles, has taught a graduate school class at NYU's Tisch School and has testified before legislative and other bodies concerning administration of justice and court operations in New York State.

Camille Higonnet

Camille Higonnet is a partner in the Corporate Department and a member of Proskauer's Private Funds Group. Camille concentrates in the areas of corporate and securities law, with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities, as well as regulatory and compliance matters. Camille’s practice includes advising on marketing and fundraising as well as key trends in fund terms, conducting negotiations with investors, and advising on ongoing operational issues. In addition, Camille represents both U.S. and non-U.S. institutional investors in their investments in private investment funds, as well as in connection with secondary market activities, including traditional portfolio sales, structured secondaries, synthetic secondaries and fund restructurings. Camille is also co-chair of Proskauer’s Diversity Task Force and she is actively involved in Proskauer's Women's Sponsorship Program, as well as in Proskauer’s Diverse Lawyer Mentoring Circle Program (MCP). Camille spent two years on secondment at the firm’s London office.

Carlos Martinez

Carlos E. Martinez is a partner and head of Proskauer's Latin America Practice Group. Carlos has more than 35 years of experience in Latin American cross-border transactions. He has participated in numerous debt and equity securities offerings by Latin American issuers, representing issuers, selling stockholders and underwriters. In the mergers and acquisitions area, Carlos has represented acquirers, investors and target companies in several cross-border transactions. He also represents creditors and borrowers in a wide range of other financial transactions, including bank lending, liability management transactions and restructurings. Carlos has written articles on privatization capital markets, free trade agreements and restructurings in Latin America. He has also lectured on the legal aspects of international finance at several symposia and universities.

Charles Sims

Chuck Sims joined Proskauer after nine years of service as national staff counsel to the American Civil Liberties Union. At the ACLU, Chuck litigated First Amendment and national security cases, oversaw the ACLU’s Supreme Court docket, and argued two cases in the Supreme Court as well as appeals in the Second and District of Columbia Circuits. Since joining Proskauer, Chuck has concentrated on copyright, First Amendment, defamation law, and complex federal appellate and trial matters .He obtained a unanimous victory representing the petitioners in Reed Elsevier Inc. v. Muchnick, a class action copyright case argued in the Supreme Court in the fall of 2009. After serving as trial counsel, he argued the Second Circuit appeal for the motion picture studios in their groundbreaking and successful litigation, under the Digital Millennium Copyright Act, against hackers who were publicly providing illegal software for decrypting DVDs. He represented Lexis-Nexis in its victory against an Internet start-up which had attempted to steal the entire Lexis database for uploading onto the Web. Chuck has worked on numerous other copyright matters for clients such as the Association of American Publishers (representing eight leading publishers of trade, professional, and educational books in a groundbreaking and successful suit against a national copyshop chain, gaining one of the largest statutory damage awards at that time and an injunction against further unconsented anthologizing of the publishers’ copyrighted works); Houghton Mifflin; and England’s Royal Court Theatre. In the First Amendment field, Chuck has represented The New York Times and The Discovery Channel in class action litigation testing the right to engage in newsgathering, and obtained an order quashing an unprecedented subpoena seeking copies of “any and all” copies of a classified document that had been leaked to the ACLU. He has litigated challenges to content-based federal restrictions of cable television programming, which the Supreme Court largely invalidated in Denver Area Educational Television Consortium v. FCC; and he has handled (with Ron Rauchberg) a facial First Amendment challenge to New York’s Son of Sam law for Simon & Schuster, which the Supreme Court unanimously invalidated. In addition to counseling leading cultural institutions in New York City on First Amendment issues, he has handled major libel actions (for clients including Prudential Equities Group, the Philadelphia Eagles, Multimedia Entertainment, Phil Donahue, NBC, and a major shipping company), with none decided adversely. For many years Chuck organized Proskauer’s pro bono activities. Chambers USA calls him “one of the foremost IP media lawyers, particularly for his knowledge of copyright issues,” and described him as “that rare lawyer who has strengths both in theoretical and practical understanding” and as having a “strong talent for oral arguments.”

Christopher Wells

Chris Wells heads Proskauer’s Hedge Funds Group and has been a leading lawyer in the hedge fund industry for more than 30 years. During that time, he has assisted on hundreds of hedge fund launches, counselling and assisting hedge fund managers as they grew from often very modest beginnings to become some of the world’s largest and best known hedge funds. He advises fund managers and investors on all aspects of the hedge fund business, including fund structuring and formation, seed investments, asset manager M&A transactions, agreements among principals, employment and compensation issues, and regulatory and enforcement matters. Chris’s long and deep experience in the hedge fund industry gives him a unique ability to counsel clients dealing with some of the most challenging situations that fund managers can encounter, including complex fund restructurings, evolving hedge fund investment terms, hybrid and alternative fund structures, liquidity challenges and constraints, internal disputes, and complex enforcement matters.

Colleen Hart

Colleen Hart is a partner in Proskauer's Tax Department and a member of the Employee Benefits & Executive Compensation Group. Colleen advises companies, executives and boards on complex executive compensation matters. She offers a multidisciplinary approach to compensation and benefits issues with a focus on tax planning, securities laws and corporate governance. Matters she handles include the negotiation, structuring and implementation of employment and change-in-control agreements and deferred compensation, equity and incentive compensation plans. She advises on golden parachute and deduction limitation rules, securities reporting, registration and disclosure requirements and California employment laws. In addition, Colleen has extensive experience advising clients on compensation and benefits issues arising in mergers and acquisitions, initial public offerings, bankruptcies and finance transactions. Colleen is a contributing author of The 409A Handbook (BNA 2016) and lectures frequently on executive compensation matters. As a U.S. Navy veteran, Colleen devotes a substantial amount of time to organizations that provide legal and support services to U.S. veterans.

Daryn Grossman

Daryn A. Grossman is a partner in Proskauer's Corporate Department and head of the Life Sciences Group. Daryn is the former Managing Partner and continues to participate in the leadership of the firm in various capacities, working closely with the Firm’s Chair and Executive Committee in relation to the implementation of the Firm’s business strategy. Over the course of her career, Daryn has served in several leadership positions including co-chair of Proskauer’s global Corporate Department, the Firm’s largest department, and as co-head of the Technology, Media & Telecommunications Group. She has also served on the Firm’s Hiring Committee, Business Development Committee and Lateral Acquisition Committee.  Daryn has championed the career of many women lawyers throughout the Firm and actively engages in the Proskauer Women's Alliance programming. As a tech-transactional lawyer, Daryn has designed and negotiated complex technology and intellectual property transaction structures, including strategic alliances, licensing, technology development and outsourcing transactions. Her clients include a wide range of life sciences, cloud computing, digital media, Internet, software, electronics, luxury goods, retail, fashion, entertainment, telecommunications and clean technology companies. Daryn’s practice also focuses on technology mergers, acquisitions, sales and spinoffs. She represents both growth and mature companies, and counsels venture capitalists and strategic investors in evaluating intellectual property portfolios in connection with private equity investments, public offerings and mergers and acquisitions. Daryn often counsels boards of directors and management teams in navigating the critical commercial and legal issues surrounding product development and exploitation and risk mitigation. Clients describe Daryn as “skilled and resourceful.” IAM Patent writes: “In the IP monetization area, there is nothing crack negotiator Daryn Grossman can’t do,” adding that she has “a command of all deal types across the IP commercialization spectrum…she can go toe to toe with anybody. She just gets deals done.”

David Miller

David Miller is a partner in Proskauer's Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, private and public REITs, cross-border lending transactions and other financings, international and domestic mergers and acquisitions, multinational corporate groups and partnerships, private equity and hedge funds, bankruptcy and workouts, high-net-worth individuals and families, and public charities and private foundations. He advises companies in virtually all major industries, including banking, finance, private equity, health care, life sciences, real estate, technology, consumer products, entertainment and energy. David is strongly committed to pro bono service, and has represented more than 500 charities. David has been consistently recognized by leading industry publications, such as Chambers Global, Chambers USA, Best Lawyers and The Legal 500. Clients surveyed by Chambers USA said, “We bring him in on complex matters because he has the experience and the gravitas.” David is one of 17 lawyers in the United States in The Legal 500’s Hall of Fame for US Tax (non-contentious). David has taught the taxation of financial instruments at Columbia Law School, and tax policy at New York University School of Law. He is also a frequent author and has written a number of articles and chapters in various tax publications. David is the former chair of the tax section of the New York State Bar Association. Prior to joining Proskauer, David was a partner at Cadwalader, Wickersham & Taft LLP.

David Fioccola

PArtner

David Weinberger

David J. Weinberger is co-head of Proskauer's Real Estate Finance Group, the immediate past co-chair of Proskauer's Real Estate Department, and a founding member of Proskauer's Private Equity Real Estate Group. David regularly represents real estate funds, banks, family offices, REITs, sovereign wealth funds, hedge funds, private equity funds, and institutional and specialty lenders in connection with financings, acquisitions, sales and public offerings of equity and debt. He has developed extensive experience in the origination and securitization of complex mortgage and mezzanine loans. David is nationally recognized for his representation of both borrowers and lenders with respect to the origination of both balance sheet and securitized mortgage and mezzanine loans involving properties across the U.S., the Caribbean and Latin America. David also has extensive experience in the structuring of “A/B” loans, participations and preferred equity transactions. He has been involved in the origination of numerous large loans which were securitized in single-borrower transactions, as well as thousands of conduit and balance sheet loans. He often represents clients in connection with the origination of revolving and term credit facilities and repurchase facilities. David also has extensive experience representing hospitality companies, both owners and managers, and REITs in all aspects of their businesses. He also has been involved in numerous workouts of problem mortgages and mezzanine loans and is the chief author of “Proskauer Workout Primer: Issues to Address When Dealing with Mortgage Loans in Distress.”

David Tegeler

David Tegeler is a partner in Proskauer's Corporate Department and the Private Funds Group, and also head of the Boston office. He previously served as global co-head of Proskauer's Private Funds Group for many years. David concentrates his practice on representing asset managers in a broad range of matters, including private investment fund formation; governance, succession planning and other “upper tier” concerns; regulatory advice; and asset manager M&A. In addition, David has significant experience in buy and sell side secondary transactions, fund restructurings, direct secondary transactions and private investment fund finance. He also represents U.S. and non-U.S. institutional investors in their investments in all types of private investment funds. David has over 30 years of experience in the private equity industry. He has represented numerous domestic and international private investment firms in their fund formation and operations, including buyout, growth equity, credit, venture capital, natural resource, special situation, secondary, and funds of funds, as well as geographic and sector specific funds.

David Stephens

David Stephens is a partner and a member of the Registered Funds Group. David has particular expertise in matters arising under the Investment Company Act. David’s experience covers virtually all types of investment companies, including registered and unregistered, open-end and closed-end, ETF’s, and master-feeder funds, as well as funding vehicles for insurance products.

David Pratt

David Pratt is Chair of Proskauer's Private Client Services Department and head of the Boca Raton office. His practice is dedicated exclusively to the areas of trusts and estates, estate, gift and generation-skipping transfer, fiduciary and individual income taxation and fiduciary litigation. He has extensive experience in estate planning and post-mortem tax planning. David’s clients consist predominantly of high net worth individuals and families. He regularly counsels his clients regarding how to transfer wealth from generation to generation with the least amount of tax and the maximum amount of asset preservation at each generation, including protection for a divorcing child or grandchild and from potential creditors. While many of David’s clients are retired, he also represents a significant amount of business owners. He has recommended and implemented many plans which have transferred ownership of business interests to the next generation with minimal transfer tax cost and without disruption of the family business. Such plans very often include recommendations resulting from the family dynamics involved with a family business. Clients often consult with David with respect to charitable giving. He has been involved with establishing many charitable remainder and lead trusts, and has also established many private foundations. David prepares many nuptial agreements, both prior to and during a marriage. He also is very often engaged by an individual who is in the process of obtaining a divorce in order to do “pre-divorce” planning. In addition, David represents many doctors and other professionals. Specifically, he has recommended many estate plans involving entities such as family limited partnerships, limited liability companies, irrevocable trusts, and a combination of these techniques. Many of David’s clients have significant retirement plans and he regularly advises clients on how to maximize the income tax deferral with respect to such plans. David is Florida Board-Certified in both Taxation and Wills, Trusts and Estates. There are very few attorneys in the State of Florida who hold a dual certification. He was a certified public accountant with Arthur Andersen & Co. in New York City prior to attending law school. David had the privilege of serving as Chair of the Florida Bar’s Tax Section and in delivering testimony at the IRS hearings in Washington, D.C. regarding the Tax Section’s comments on the Proposed Regulations on Required Minimum Distributions from Retirement Plans. He also was one of the authors of comments submitted to the IRS by the Section in response to a controversial Revenue Procedure concerning charitable remainder trusts. David is a Fellow in the American College of Trust & Estate Counsel, has served on its Board of Regents and was the first Chair of the New Fellows Steering Committee. He is an adjunct professor at both the University of Miami Law School and the University of Florida's Levin College of Law, in their LL.M. programs. David also is a faculty member of the American Law Institute-American Bar Association. He is a commentator on Leimberg Information Services Inc., a well-known estate planning newsletter, circulated to many estate planning professionals across the country. He has published various articles in legal journals, and lectures extensively to other lawyers, professionals, and laypersons. David is very active with his community. He is a Vice-Chair of the Jewish Federation of South Palm Beach County and a past Chair of the Board of Trustees of the Jewish Community Foundation of the Jewish Federation of South Palm Beach County. He is also a former member of the Board of Trustees of the Jewish Federations of North America, where he served on the Planned Giving and Endowments Committee, and was Chair of the Planned Giving Initiatives Committee of the Jewish Federation of North America’s Philanthropic Resources Development Cabinet. David is a past Chair of the Professional Advisory Committee of both the Jewish Federation of South Palm Beach County and the Jewish Federation of Palm Beach County. He is a member of the Jewish National Fund’s Legal Committee. David is also on the Board of the Tel-Aviv Foundation and Onward Israel.

David Jones

David T. Jones is a partner in Proskauer's Private Funds Group. He focuses on representing private equity funds and institutional investors in fund formations, fund investments and secondary transactions. David is actively involved in all stages of fund formation and fund sponsor representation, counseling on terms and marketing strategy, negotiating with placement agents, drafting partnership and general partner documents, negotiating with investors and providing advice on internal general partner and management company issues. In addition, he routinely represents institutional and fund-of-fund investors when investing in venture capital, buyout, mezzanine and distressed debt funds. Prior to joining Proskauer, David spent seven years practicing at Testa, Hurwitz & Thibeault where he focused on venture capital related-clients including venture funds, private and public technology-related companies and underwriters. Representation included advice on fund formations, equity and debt financings, as well as equity compensation, mergers and acquisitions, licensing and SEC compliance. David previously worked for General Electric in a variety of quality control and shop floor supervisory positions. He is a graduate of their Manufacturing Management Program.

David Manko

David is Chair of Proskauer’s Health Care Group, with a national practice representing clients in the health care services sector in complex business transactions (private equity, M&A and joint ventures) and regulatory matters. After more than 25 years, David has developed deep healthcare industry expertise which he leverages to provide practical, creative and actionable advice to clients. Recently, David has been involved with representing stakeholders as they navigate a shifting healthcare landscape arising from COVID-19, including CARES Act compliance matters and implementing new healthcare delivery models. As one of the architects of the NYS ACO statute and regulations and a former member of the NYS Value Based Payment Workgroup, David has deep expertise in regulatory and transactional issues involving large provider networks and risk bearing entities. David has also worked with clients to develop demonstration projects with the Center for Medicare and Medicaid Innovation. In the community, David is dedicated to expanding access to primary care services for underserved populations. For almost 10 years, he has been an active member of the Board of Directors of Primary Care Development Corporation (“PCDC”). PCDC is a nonprofit Community Development Financial Institution dedicated to providing low-cost debt financing to not-for-profit organizations to expand and improve primary care in underserved communities.

Dietrich Snell

Dietrich L. Snell is a partner in Proskauer's Litigation Department and co-chair of the White Collar Defense & Investigations Group. Dieter has extensive experience in law enforcement-related matters spanning a wide range of disciplines. He has both federal and state level prosecutorial and investigative experience, having served for nearly two decades as an Assistant U.S. Attorney; as New York Deputy Attorney General; and as Senior Counsel to the National Commission on Terrorist Attacks Upon the United States (the 9/11 Commission).

Douglas Frank

Douglas B. Frank is the administrative co-head of Proskauer's Los Angeles office and partner in the Real Estate Department. His practice focuses on real estate private equity investment, real estate related joint ventures, secured lending, mezzanine lending and structured finance activities, as well as real estate acquisition and sales transactions. Doug advises private equity investors and real estate advisors with respect to a broad scope of real estate investments – particularly in the areas of acquisition and disposition of core real estate properties, and joint ventures for the development, construction, financing and operating of office, retail, multifamily, condominium, hospitality and industrial projects. Doug also has 25 years of experience representing commercial banks, life insurance companies, fund investors and advisors, and pension funds with respect to real estate-secured lending and structured finance activities for land acquisitions and construction. He has represented lender clients in connection with their permanent, term, revolving, workout, conduit/securitization, and mezzanine financings transactions.

Edward Brill

Edward A. Brill is the former co-head of Proskauer's Appellate Practice Group. Ed devotes a significant amount of time to representing educational institutions, including Columbia University, New York University, Yale University and Polytechnic Institute. He has served as lead counsel in numerous employee representation and unfair labor practice cases before the National Labor Relations Board, and employment litigation involving faculty, senior administrators and staff. He has represented each of these institutions in disputes involving union efforts to organize graduate student teaching and research assistants. Ed also represented Quinnipiac University in a widely publicized Title IX class action alleging that the university’s athletic program fails to comply with various requirements of Title IX. Among other issues, the case involves the issue of whether competitive cheer is properly recognized as a varsity sport for purpose of Title IX. Over the course of his career, Ed has briefed and argued dozens of appeals in both the federal and New York state appellate courts. He was a principal author of the brief in 14 Penn Plaza v. Pyett, in which the U.S. Supreme Court held that a collective bargaining agreement provision requiring arbitration of age discrimination claims is enforceable. Other recent cases include:  Carroll University v. NLRB (D.C. Cir.), setting aside an NLRB order requiring the college to bargain with a union representing faculty members on the grounds that the NLRB did not have jurisdiction over the college as a religious institution Adams , et al v. Suozzi, et al (2d Cir.), reversing a lower court decision that Nassau County violated due process rights of county employees in implementing a wage deferral plan Lorna Perez & Elena Leffler v. Saks Fifth Ave., (11th Cir), upholding decision of a district court setting aside jury verdict in favor of plaintiffs in an age and retaliation discrimination case Raghavendra v. The Trustees of Columbia University (2d Cir.) upholding and enforcing an agreement settling multiple state and federal discrimination claims. Ed has represented employers in collective bargaining, arbitration and administrative proceedings before the EEOC, state civil rights agencies, the National Labor Relations Board and the National Mediation Board. He also has represented employers in all types of employment litigation, both in New York and a number of other jurisdictions, including Washington, D.C., Florida, Texas, Illinois, Iowa, Missouri, California, Georgia, Tennessee and Puerto Rico. He also provides guidance to clients, on an ongoing basis, on a wide range of employment and labor law matters, including employee discharge and discipline, equal employment opportunity obligations, development of personnel policies, and downsizing and reductions in force.

Edward Kornreich

Past long-standing chair of Proskauer’s Health Care Department, Ed Kornreich is a recognized authority on the legal, regulatory and business issues related to health care services. Areas of Concentration Ed works primarily on health care transactions, regulatory compliance, health care payment and governance issues for varied providers (both for-profit and not-for-profit), vendors, GPOs, distributors and entrepreneurs. His approach combines sensitivity to meeting regulatory business goals with a comprehensive and realistic assessment of the health care environment, and he is particularly experienced in dealing with the complex issues related to integrated health care systems. Industry Experience After working for the Legal Aid Society, Ed entered private practice, where he helped represent a major public hospital corporation in a series of reimbursement disputes with the state and federal governments, and counseled New York area hospitals and nursing homes on reimbursement and operational issues. Thereafter, Ed served as General Counsel of St. Luke's-Roosevelt Hospital Center, one of the largest teaching hospitals in New York. After leaving St. Luke's-Roosevelt Hospital Center, Ed joined Proskauer as a Partner in 1990. Thought Leadership Ed frequently writes and lectures on Medicare and Medicaid reimbursement, health care integration, not-for-profit law and corporate governance issues, and the application of federal and state anti-kickback and “Stark” laws to health care transactions.

Elise Bloom

Elise M. Bloom is widely hailed as one of the nation’s top employment lawyers and one of the most creative and effective discrimination wage and hour, class/collective action trial lawyers. She is particularly well-known for handling high profile, bet-the-company matters on behalf of significant national employers. Elise is the former co-chair of Proskauer’s Labor & Employment Department, co-head of the Class & Collective Actions Group and previously served as a member of Proskauer’s elected Executive Committee for two terms. With 30+ years in practice, Elise possesses extensive pre-trial and jury trial experience as well as conducting high-profile investigations. She has represented more companies in class actions challenging interns, trainees and volunteers than most others; this includes her precedent-setting win for Fox Searchlight Pictures in the “Black Swan” case. She also addresses a wider range of general employment issues through counseling and employer training programs. A noted author and speaker on employment-related topics, Elise spearheads Proskauer’s annual Value Insights: Delivering Value in Labor and Employment Law survey.

Evandro Gigante

Evandro Gigante is a partner in Proskauer's Labor & Employment Law Department, a member of the Employment Litigation group and co-head of the Counseling, Training & Pay Equity group. He represents clients on a variety of labor and employment matters, including allegations of sexual harassment, race, gender, national origin, disability and religious discrimination. Evandro also counsels employers through reductions-in-force and other sensitive employment issues. Most recently, Evandro has developed expertise on, and represented clients in, various COVID-19 related matters, including those involving compliance with health and safety standards, the need to provide workplace accommodations and the ability to test and/or vaccinate the workforce. With a focus on discrimination and harassment claims, Evandro has extensive experience defending clients before federal and state courts. He tries cases before juries and arbitrators and routinely represents clients before administrative agencies such as the Equal Employment Opportunity Commission, as well as state and local human rights commissions. Evandro often draws on his extensive litigation experience to help clients avoid the courtroom by effectuating positive change in the workplace through impactful anti-discrimination and harassment training, as well as robust employment policies. Working in a wide range of industries, Evandro has experience representing clients in professional services, including law firms, financial services, including hedge funds and private equity firms, higher education, sports, media, retail, and others. Evandro also advises charter schools and other not-for-profit organizations on labor and employment matters on a pro bono basis.

Gary Creem

Gary Creem is a Corporate partner, co-head of The Private Credit Group and a member of the Finance Group. Gary focuses his practice on complex corporate finance transactions, including leveraged sponsor buyouts, acquisition financings and recapitalization transactions. Gary routinely represents an array of leading institutional investors in direct, club and syndicated financing transactions in the middle market and upper middle market, often involving cross-border components. His clients include leading investment banks, institutional investors, direct lenders, private debt funds, business development companies, and technology focused investors. Gary advises these clients on a range of credit products across the capital spectrum, including: senior and senior stretch loans; unitranche facilities (straight and bifurcated); second lien financings; mezzanine debt; subordinated notes; and other innovative financial products. Gary also advises clients on structuring software and other technology-based financings, including recurring revenue-based transactions. A significant part of Gary’s practice is spent counseling institutional investors in complex inter lender arrangements, including agreements among lenders, intercreditor agreements and subordination agreements. Gary frequently advises clients on debt restructurings and out-of-court workouts, including forbearance matters, debt-for-equity exchanges, restructuring support agreements and Article 9 remedies. Gary has deep experience with non-traditional equity transactions, including debt-like preferred equity as third party financing, equity kickers and co-investments for private credit investors and debt for equity swaps involving troubled companies. Outside of his law career, Gary sits on the board of Families First in Massachusetts.

Gregory Rasin

Gregory I. Rasin is a former chair of Proskauer's Labor & Employment Department.  He has significant experience in employment litigation, including the defense of major class actions and his accomplishments have been widely recognized by several respected independent authorities. In addition to the class actions, Greg has served as lead counsel in the defense of numerous individual lawsuits. These include alleged violations of Title VII of the Civil Rights Act of 1964, the Federal Age Discrimination in Employment Act of 1967, the Federal Equal Pay Act, the New York Human Rights Law, the New York Civil Rights Law, and the New York City Administrative Code. He has litigated wrongful discharge and other state law issues in federal and state courts throughout the United States. He also has argued several appeals before the Second and Fifth Circuits and various state appellate courts. Greg is a noted author and speaker on employment-related topics. Some of his recent, notable publications include “Social Networking and Blogging: Managing the Conversation,” which appeared in the New York Law Journal in July 2009, and “Disclosures Amid Group Terminations,” which appeared in the same publication in May 2007.

Guy Brenner

Guy Brenner is a partner in Proskauer's Labor & Employment Law Department and leads Proskauer’s Washington, D.C. Labor & Employment practice. He is head of the Government Contractor Compliance Group, co-head of the Counseling, Training & Pay Equity Group and a member of the Restrictive Covenants, Trade Secrets & Unfair Competition Group. He has extensive experience representing employers in both single-plaintiff and class action matters, as well as in arbitration proceedings. He also regularly assists federal government contractors with the many special employment-related compliance challenges they face. Guy represents employers in all aspects of employment and labor litigation and counseling, with an emphasis on non-compete and trade secrets issues, medical and disability leave matters, employee/independent contractor classification issues, and the investigation and litigation of whistleblower claims. He assists employers in negotiating and drafting executive agreements and employee mobility agreements, including non-competition, non-solicit and non-disclosure agreements, and also conducts and supervises internal investigations. He also regularly advises clients on pay equity matters, including privileged pay equity analyses. Guy advises federal government contractors and subcontractors all aspects of Office of Federal Contract Compliance Programs (OFCCP) regulations and requirements, including preparing affirmative action plans, responding to desk audits, and managing on-site audits. Guy is a former clerk to Judge Colleen Kollar-Kotelly of the US District Court of the District of Columbia.

Howard Beber

Howard J. Beber is a partner in Proskauer's Corporate Department and co-head of the Private Funds Group. His practice focuses on representing private funds sponsors in all aspects of their business, including fund formation and ongoing operations and internal structuring and compliance. His practice includes buyout, growth equity, venture capital, private credit, secondary and fund-of-funds, ranging from some of the largest and well known sponsors in the industry to newly-formed managers. He advises clients on a broad range of secondary transactions, including the acquisition and sale of partnership interests, tender offers, preferred equity financings, continuation funds, fund restructurings and other GP-led transactions, and has worked with several management teams on large spin-out transactions. Howard routinely represents some of the most active institutional and fund-of-fund investors when investing in venture capital, growth equity, buyout, private credit and other private investment funds, as well as co-investment transactions. Howard has been an active member of the Private Investment Funds industry for many years. He is frequently tapped to weigh-in as an industry expert and has been invited as a guest speaker at Harvard Law School and on a panel mentoring members of the Young Jewish Professionals association, amongst other major industry events. Howard has also authored numerous articles regarding managing and investing in private investment funds, and is a contributing author to “The Business of Venture Capital,” a leading book on the venture capital industry.

Howard Robbins

Howard Z. Robbins is a partner in  Proskauer's Labor & Employment Law Department, and a co-head of Proskauer's Strategic Corporate Planning Group. In the traditional labor law arena, Howard represents clients in a broad range of industries, including sports and entertainment, retail and fashion, newspapers, pharmaceutical companies, hotels, educational and not-for-profit institutions (such as the Metropolitan Opera, Museum of Modern Art and other major museums and cultural institutions). As a member of the firm's Sports Law Group, Howard has been counsel to the National Hockey League, National Basketball Association, National Football League and Major League Soccer, and has represented numerous individual NHL clubs. He regularly negotiates collective bargaining agreements and has represented employers in various industries in representation hearings and unfair labor practice trials before the National Labor Relations Board, and in scores of discharge and contract arbitrations. Howard also provides daily advice and counsel to clients in applying collective bargaining agreements and in complying with applicable labor laws. A recent article in The New Yorker magazine noted Howard’s reputation in labor negotiations, stating that “Robbins’s name is synonymous with tough management.” As co-head of the Strategic Corporate Planning Group, Howard is often called upon to provide labor and employment advice in corporate transactions. He works with clients and investment bankers and negotiates with union representatives to facilitate these deals. Howard's practice also includes a significant employment law component. In his practice, Howard represents clients in state and federal district and appellate courts and administrative agencies with respect to discrimination and employment disputes. Aside from litigation, Howard has an active counseling practice, providing practical advice to clients on issues like hiring, terminations, restructuring, wage-and-hour laws, WARN compliance, leave issues and other EEO compliance matters. As a member of the International Labor & Employment Group, Howard often assists clients with cross-border labor and employment issues and coordinates with local counsel around the world.  

Ira Bogner

Ira G. Bogner is Managing Partner of Proskauer He is the immediate former chair of Proskauer’s Tax Department. He is a member of the Employee Benefits & Executive Compensation Group and the Firm's Executive Committee. Ira represents a varied list of clients, including financial service companies, entertainment industry clients, and tax-exempt organizations, and also actively represents individual executives in executive compensation matters. Ira counsels clients with respect to the tax, securities law disclosure, corporate governance, stock exchange and other requirements relevant to executive compensation arrangements. Ira also provides advice regarding equity arrangements, employment agreements, change in control agreements and all other types of executive compensation arrangements, including guidance regarding “409A,” “162m,” “457A,” and “280G.” Ira frequently is called on to structure and analyze alternative investments for pension trusts and other exempt organizations. He also works with the Firm’s corporate and real estate lawyers in structuring and maintaining investment funds that include participation by pension plans. Through his work in the investment fund area Ira has obtained substantial experience in applying the rules provided under the “plan asset” regulations, including the operation of venture capital operating companies and real estate operating companies. He has assisted in the formation of private equity, real estate, infrastructure and hedge funds, including “fund of funds.” Ira also has advised clients on both avoiding ERISA “plan asset” status and operating an investment fund in accordance with ERISA. Ira frequently is called on to structure and analyze alternative investments for pension trusts and other exempt organizations. He also works with the Firm’s corporate and real estate lawyers in structuring and maintaining investment funds that include participation by pension plans. Through his work in the investment fund area Ira has obtained substantial experience in applying the rules provided under the “plan asset” regulations, including the operation of venture capital operating companies and real estate operating companies. He has assisted in the formation of private equity, real estate, infrastructure and hedge funds, including “fund of funds.” Ira also has advised clients on both avoiding ERISA “plan asset” status and operating an investment fund in accordance with ERISA. Areas of Concentration Ira has provided guidance to clients on a wide variety of matters in the areas of employee benefits and executive compensation, including: - investment of plan assets - implementation of employee benefit plans - employee benefit issues in mergers and acquisitions - awarding of equity-based compensation - negotiation and drafting of employment agreements and severance arrangements - structuring, analyzing and maintaining investment funds that are suitable for plan investors Thought Leadership Ira has published a number of articles in publications such as The New York Law Journal, The New Jersey Law Journal, The Daily Deal, The Journal of Pension Planning and Compliance, Mergers and Acquisitions (The Monthly Tax Journal), The Journal of Taxation and Regulation of Financial Institutions, The Metropolitan Corporate Counsel, European Private Equity & Venture Capital Associations, The LPA Anatomised and Private Equity International and has been named to the Board of Advisors of the Journal of Taxation and Regulation of Financial Institutions. He also has lectured on topics such as the classification of workers, drafting employment agreements, equity alternatives for senior executives, investing IRA assets, the plan asset regulations, shareholder approval of equity plans, Code Section 409A, and key provisions for ERISA investors investing in a private equity fund.

Ira Golub

Ira M. Golub is a partner in Proskauer's Employee Benefits & Executive Compensation Group. He practices exclusively in Proskauer's employee benefits area. The nature of Ira’s practice embraces virtually all aspects of employee benefits law, ranging from the establishment and design of pension, profit-sharing, welfare and executive compensation plans to the administration and termination of such programs. Ira works regularly with both single employer and multiemployer pension, welfare, annuity, vacation and apprenticeship funds. He serves as fund counsel to numerous multiemployer funds in a variety of industries, providing advice to trustees and administrators in connection with the operation and maintenance of the funds. His understanding of the issues emanating from the operation of multiemployer funds is enhanced by his experience in effecting the termination and mergers of funds and representing contributing employers in disputes with employee benefit plans. Ira has extensive experience representing employers in their efforts to manage withdrawal liability exposure. He has assisted numerous employers that have been assessed withdrawal liability in challenging, arbitrating and negotiating the settlement of such assessments. The fact that Ira formerly worked for an actuarial consulting firm and serves regularly as counsel to multiemployer funds that assess withdrawal liability enables him to bring a spectrum of analytical skills and a depth of experience when addressing withdrawal liability matters. He has provided advice to employers in connection with highly complex and multi-faceted withdrawal liability problems, worked intensively with all withdrawal liability methods (including the hybrid withdrawal liability allocation method recently adopted by some large multiemployer funds) and given advice in connection with multiple withdrawal liability transactions involving liabilities in excess of a billion dollars. He has represented clients before the Pension Benefit Guaranty Corporation (PBGC) and has negotiated a number of agreements with the PBGC in transactional and other contexts (such as, for example, Section 4062(e) of ERISA). He has been a legal advisor in many situations involving bankruptcy and restructuring as it relates to withdrawal liability and pension underfunding. Over the years, Ira has developed a particular capability representing plan sponsors and trustees in connection with the full range of fiduciary and other plan asset and investment issues. He also has a breadth of knowledge with respect to issues relating to welfare programs, and is considered a leading authority with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) and Health Savings Account. Ira is often called upon to provide advice relating to managing and modifying significant employer retiree medical liabilities and obligations. He frequently has been involved in providing advice to large corporations in connection with reductions-in-force, and with respect to the full range of employee benefit aspects arising in corporate mergers and acquisitions. Ira also works with government sponsored employee benefit plans that are not subject to ERISA. Ira has published the COBRA Handbook, a comprehensive text on COBRA that is updated annually. He is a member of the Board of Editors of HR Advisor. In addition to having worked at a national actuarial consulting firm, Ira previously was a trial attorney for the National Labor Relations Board.

Jacob Friedman

Jacob I. Friedman is a former head of Proskauer's Not-for-Profit/Exempt Organizations Group and former chair of Proskauer's Tax Department. Jay has been involved in various facets of federal and state tax and employee benefits laws. In recent years, his major areas of practice have been the structuring of alternative investments for pension trusts and other exempt organizations, and the rendering of fiduciary advice to trustees. Jay advises Proskauer’s philanthropic and other not-for-profit clients on fiduciary and tax exemption issues and their specialized tax problems, including unrelated business income tax ramifications of diverse investments, such as venture capital, hedge funds, futures, natural resources, buyout funds and corporate finance. He regularly is called upon to devise strategy in tax-exempt trust litigation and to handle complex administrative negotiations with the IRS. Jay has actively structured and negotiated numerous significant investments in the U.S. and abroad for multibillion-dollar tax-exempt entities. Jay has lectured at seminars sponsored by Proskauer, The New York Law Journal, New York University, The New York State Bar Association and the International Association of Financial Planners on areas such as real estate investment, tax credits, unrelated business taxable income, ERISA, and negotiating strategy with the IRS. He chaired Proskauer's annual "Trick or Treat Tax-Exempt Seminar," held at the end of every October. He is a co-author of the ERISA Fiduciary Answer Book published by Panel Publications and a contributing author to Complete Guide to Nonprofit Organizations.

Jamiel Poindexter

Jamiel E. Poindexter is a partner in Proskauer's Tax Department and a member of the Private Funds Group. He focuses on tax and economic issues associated with the formation of and investments in U.S. and non-U.S. venture capital funds, buyout funds, funds-of-funds, secondary funds, and other investment partnerships. Jamiel advises U.S. and non-U.S. sponsors and institutional investors on all types of fund-related transactions and operations, including: - structuring and raising private investment funds; - investments by institutional investors in private investment funds; - buy-side secondary transactions and sell-side secondary transactions; - restructuring of existing funds; - spin outs; - succession planning; and - portfolio company investments.

Jay Waxenberg

Jay Waxenberg is a partner in Proskauer's Private Client Services Department and a former Chair. He advises on all aspects of multi-generational wealth planning and has particular expertise in complex estate planning, related tax work and the administration of estates and trusts. As a member of Proskauer's Fiduciary Litigation Group, Jay is regularly involved in will contests and other estate- and trust-related litigations. He was previously a member of Proskauer's Firm’s Executive Committee. Jay has extensive experience working with high-net worth individuals and their estates and has assisted clients, often for many years, in the structuring of their estate plans so as to minimize gift, estate and generation-skipping taxes in the transmission of their wealth through several generations. Lauded by his clients as “an all-star private client lawyer” who is “very focused on client service,” he is involved in the full range of his clients’ economic and personal concerns, including closely held businesses, commercial and residential real estate holdings, artistic collections and philanthropy. Jay has helped his clients structure new business ventures, restructure existing ventures with an emphasis on shifting appreciation potential to younger generations, and has guided the sale and liquidation of businesses. He regularly handles family matters, such as the preparation of prenuptial and postnuptial agreements, counsels on charitable giving and structures plans to enable client’s businesses to remain intact at their death, and to ensure the desired continuity of ownership and control. Jay lectures regularly on estate planning topics and has written numerous articles that have appeared in various legal publications. He is a Fellow of the American College of Trust and Estate Counsel. Jay is a former Chair of the Estate and Gift Tax Committee of the Association of the Bar of the City of New York. He serves on the professional advisory committees of a number of museums and hospitals in New York.

Jeffrey Neuburger

Jeffrey Neuburger is co-head of Proskauer’s Technology, Media & Telecommunications Group, head of Proskauer’s Blockchain Group and a member of Proskauer's Privacy & Cybersecurity Group. Jeff’s practice focuses on technology, media and intellectual property-related transactions, counseling and dispute resolution. That expertise, combined with his professional experience at General Electric and academic experience in computer science, makes him a leader in the field. As one of the architects of the technology law discipline, Jeff continues to lead on a range of business-critical transactions involving the use of emerging technology and distribution methods. For example, Jeff has become one of the foremost private practice lawyers in the country for the implementation of blockchain-based technology solutions, helping clients in a wide variety of industries capture the business opportunities presented by the rapid evolution of blockchain. He is a member of the New York State Bar Association’s Task Force on Emerging Digital Finance and Currency. Jeff counsels on a variety of e-commerce, social media and advertising matters; represents many organizations in large infrastructure-related projects, such as outsourcing, technology acquisitions, cloud computing initiatives and related services agreements; advises on the implementation of biometric technology; and represents clients on a wide range of data aggregation, privacy and data security matters. In addition, Jeff assists clients on a wide range of issues related to intellectual property and publishing matters in the context of both technology-based applications and traditional media. Serving as a collaborative business partner through our clients’ biggest challenges, Jeff is part of Proskauer’s cross-disciplinary, cross-jurisdictional Coronavirus Respons

Jeffrey Horwitz

Jeffrey A. Horwitz is a partner in Proskauer's Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of Proskauer's Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic. Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He has handled deals aggregating nearly $200 billion in value, including tender offers, "going-private" transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India. Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 4,000 hotels comprising more than 300,000 rooms and involving nearly $15 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; private clubs, nightclubs, restaurants; theme parks; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the acquisition and sale of branded hotel chains (Fairmont, Raffles, Swissotel, sbe Entertainment, Regent, Motel 6, Red Roof Inns, 21c Museum Hotels, TRIBE, LINE, Saguaro), strategic investments and other arrangements (Huazhu, Faena, Banyan Tree), and REIT transactions (Hospitality Investors Trust, Eagle Hospitality). As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The George Balanchine Trusts. He leads our team representing TSG Entertainment in film-slate financing deals. Jeff also frequently represents start-up and development-stage companies, as well as established "traditional" businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from "down" rounds to recapitalizations to M&A solutions). He has both company-side and investor experience. As a frequent speaker at real estate and hospitality events, Jeff regularly presents at The Nolan School of Hotel Administration at Cornell's SC Johnson College of Business, NYU's Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong. Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable and IREFAC (Industry Real Estate Financing Advisory Council), as well as the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers' Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He was a founder and chairman of The American Playwriting Foundation. He currently serves as Chairman of the Board of Building for the Arts and is a member of the Board of Directors of StreetSquash. He also served as a Vice Chair of the Associates' Campaign for The Legal Aid Society. Jeff has been with Proskauer for his entire career and lives in Manhattan and Connecticut.

John Failla

Partner

Jonathan Richman

Jonathan Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and in landmark non-U.S. collective settlements under Dutch law in the Netherlands. Jonathan’s clients have included Hewlett Packard, Royal Dutch/Shell, Zurich Insurance Group, Halliburton, Waste Management, and Bed Bath & Beyond. Jonathan writes extensively on topics ranging from securities and insider-trading law, corporate governance and fiduciary issues to non-U.S. law on collective actions and ESG. His articles have been published in major legal publications. Jonathan is a former co-head of the Firm’s Securities Litigation Group.   Class Action and SEC Enforcement Experience Royal Dutch/Shell Global Crossing Waste Management Zurich Insurance Group Vestas Wind Systems A/S (class action only) JBS S.A. (class action only) Henry Schein, Inc. (class action only) YRC Worldwide Inc. (class action only) Bed Bath & Beyond Inc. (class action only) The Lovesac Company (class action only) Roka Bioscience, Inc. (class action only) Fifth Street (class action only) Vida Longevity Fund (class action only) Former CEO of Lumber Liquidators (class action only) Individual defendant in Third Avenue securities class actions American General (class action only) Metropolitan Life (class action only) New York Life (class action only) Leucadia/Jefferies merger litigation (class action only) Realty Income/American Realty merger litigation (class action only) ARCP/ARCT III merger litigation (class action only) Aberdeen/Artio merger litigation (class action only) PhotoMedex/LCA-Vision merger litigation (class action only) RCS Capital/Summit Financial merger litigation (class action only) First American/First Advantage merger litigation (class action only) SEC inquiry involving CMBS servicing SEC inquiry involving issuer’s confidentiality notice for internal investigations Various SEC, CFTC, and FINRA inquiries involving trading issues Shareholder Derivative Litigation Hewlett-Packard Royal Dutch/Shell Brocade Communications Systems, Inc. Halliburton Company Waste Management, Inc. Henry Schein, Inc. YRC Worldwide Inc. Bed Bath & Beyond Inc. Fifth Street Vida Longevity Fund Former CEO of Lumber Liquidators Individual defendant in Third Avenue derivative litigation Department of Justice Proceedings Royal Dutch/Shell Global Crossing Property and casualty insurers Miscellaneous Representations Advising outside directors of for-profit educational institution on litigation and regulatory investigations Providing advice and training sessions for clients on insider-trading issues Advising clients in connection with potential de-SPAC transactions Representing Financial Oversight and Management Board for Puerto Rico in pending litigation arising from Puerto Rico bankruptcy Publications: Books and Articles Co-author, “Court Decisions and SEC Actions That Have Shaped Disclosure,” Standards of Practice for Investor Relations (7th ed.) (NIRI 2023) (with Frank Zarb) Co-author, “SEC Defeats Motion to Dismiss Insider Trading Complaint Alleging Novel ‘Shadow Trading’ Theory, The Corporate Lawyer, vol. 59, no. 3 (Feb. 2022), at 1 Co-author, “SEC Pursues ‘Shadow Trading’ Insider Trading Case,” Corporate Governance Advisor, vo. 29, no. 6 (Nov./Dec. 2021), at 29 Co-author, “When Passive Investors Drift into Activist Status,” CCR Corp. Deal Lawyers (Nov.-Dec. 2019) Author, “Second Circuit Rejects Securities Claims Based on Generic Statements About Ethics and Compliance,” Securities Reform Act Litigation Reporter, vol. 47, no. 1 (April 2019), at 54 Author, “The importance of documenting corporate actions: Delaware Supreme Court requires production of emails in books-and-records request,” Westlaw Journal Mergers & Acquisitions (Feb. 2019) Co-author, “Fortis Case Confirms Viability of Dutch Settlement Law,” Law360 (July 27, 2018) (with Professor Ianika Tzankova) Author, “Supreme Court Rules That State Courts Can Adjudicate Class Actions Under the Securities Act of 1933,” Securities Arbitration Commentator (April 11, 2018) Author, “Revisiting Preclusion Principles in Derivative Actions,” Law360 (July 28, 2017) Author, “Utah Court Bites Bullet with Dodd-Frank Jurisdiction Ruling,” Law360 (Apr. 13, 2017) Author, “Dueling Shareholder Class Actions Could Raise Due Process Issues,” Law360 (Jan. 30, 2017) Author, “Supreme Court Reaffirms Personal-Benefit Requirement for Insider Trading,” WestLaw Journal: Securities Litigation & Regulation and WestLaw Journal: White-Collar Crime (Dec. 22, 2016) Author, “Rakoff Addresses Tippee Liability in SEC v. Payton,” Law360 (Dec. 2, 2016) Author, “Judgment Recognition and the Reach of US Securities Laws,” Law360 (Oct. 3, 2016) Author, “Executives Face SOX Disgorgement Uncertainty After Jensen,” Law360 (Sept. 8, 2016) Author, “Wine, Steak and a Taste of the ‘Personal Benefit’ Tension,” Law360 (June 6, 2016) Author, “Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion,” Business Law Today (Mar. 2016) Author, “The Netherlands Returns as a Collective Settlement Forum,” Law360 (Mar. 15, 2016) Author, “How Morrison v. Australia Bank Was Applied in Petrobras,” Law360 (Feb. 16, 2016) Author, “What To Expect from High Court’s New Insider Trading Case,” Law360 (Jan. 19, 2016) Author, “Second Circuit Upholds Common-Interest Privilege for Borrower's Sharing of Legal Advice with Consortium of Lenders,” Transaction Advisors (Dec. 2015) Author, “What Jarkesy Means for SEC Admin Court Challenges,” Law360 (Sept. 30, 2015) Author, “9th Circuit Rebuffs Newman,” Law360 (July 8, 2015) Author, “U.S. Appeals Court Rejects Bright-Line Test for Extraterritorial Reach of U.S. Securities Laws,” Bloomberg BNA World Securities Law Report, vol. 20, no. 9 (Sept. 2014) Author, “Whistleblower Anti-Retaliation Provision Does Not Apply Outside the U.S.,” Westlaw Journal Securities Litigation & Regulation, vol. 20, issue 9 (Sept. 4, 2014) Author, “So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?,” Harvard Law School Forum on Corporate Governance and Financial Regulation (Sept. 2, 2014) Co-author, "Defending Directors: Cram Sheet," Wolters Kluwer Law & Business (October 23, 2012) Author, "Delaware Chancery Court Issues Decision on Collateral Estoppel in Derivative Suits," Westlaw Journal Delaware Corporate, vol. 26, issue 25 (June 25, 2012) Author, "SEC Issues Report on Extraterritorial Reach of U.S. Securities Laws," VCExperts on-line publication (June 2012) Co-author, "Fraud? Foreign Purchase? Forget It! 'Foreign-Cubed' and Other Foreign-Issuer Cases After Morrison," Journal of Secs. & Commodities Reg., vol. 44, no. 4 (Feb. 23, 2011) Author, "Supreme Court Clarifies Statute of Limitations in Securities-Fraud Actions," Derivatives Financial Prods. Rpt., 11, no. 10, at 23 (June 2010) Author, "Transnational Class Actions and Judgment Recognition," Class Action Litigation Report (June 25, 2010) Co-author, "Pushing the Limits of U.S. Securities Laws: 'Foreign-Cubed' ('F-Cubed') Cases," 42 SRLR 10 (March 8, 2010) Co-author, "Assignees Have Discovery Obligations When Asserting Assignors' Claims," Journal of Payment Systems Law (June/July 2005) "Punitive Damages: Past, Present and Future," International Commercial Litigation (July/August 1995) Co-author and editor, Takeovers: Attack and Survival (1987) Co-author, "New Life for State Takeover Statutes?," New York Law Journal (July 27, 1987) Co-author, "Damages in Defamation Actions," Damages in Tort Actions (1985) "Facial Adjudication of Disciplinary Provisions in Union Constitutions," Yale Law Journal (1981) Publications: Blogs and Other Writings Author, ���Eleventh Circuit Affirms Injunction Against Florida Statute Concerning Mandatory Diversity Training,” National Law Review (Mar. 5, 2024) Author, “Fifth Circuit Orders En Banc Rehearing of Rejected Challenge to Nasdaq’s Board-Diversity Rules,” National Law Review (Feb. 20, 2024) Author, “Missouri Court Denies Dismissal of SIFMA Challenge to Missouri’s Anti-ESG Rules for Financial Advisors,” National Law Review (Jan. 8, 2024) Author, “Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers,” National Law Review (Dec. 15, 2023) Author, “SEC Defeats Summary Judgment in Insider-Trading Suit Alleging “Shadow Trading,” National Law Review (Nov. 21, 2023) Author, “Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules,” National Law Review (Oct. 19, 2023) Author, “Washington Federal Court Dismisses Derivative Challenge to Starbucks’ DEI Initiatives,” National Law Review (Sept. 13, 2023) Author, “Second Circuit Clarifies Nature of Actionable Opinions under Securities Laws,” National Law Review (Aug. 25, 2023) Co-author, “The Ripple Effect: Implications of the SEC’s Partial Loss in SEC v. Ripple Labs Inc.,” National Law Review (July 28, 2023) Author, “Delaware Chancery Court Rejects Books/Records Suit Against Disney Relating to ‘Don’t Say Gay’ Legislation,” National Law Review (June 29, 2023) Author, “Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings,” National Law Review (June 4, 2023) Author, “En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Actions,” National Law Review (June 4, 2023) Author, “Federal Court Invalidates California’s Board-Diversity Statute,” National Law Review (May 18, 2023) Author, “Disney Sues Florida Officials for Allegedly Unconstitutional Retaliatory Legislation,” National Law Review (April 6, 2023) Author, “Supreme Court Holds that Constitutional Challenges to Administrative Agencies’ Structure Can Be Brought in District Court,” National Law Review (April 16, 2023) Author, “Virginia Federal Court Finds Insufficient Connection Between Alleged Misstatements and Issuer of Unsponsored ADRs,” National Law Review (March 15, 2023) Author, “Fourth Circuit Reverses Mid-Trial Grant of Judgment Against SEC in Insider-Trading Case,” National Law Review (Feb, 24, 2023) Author, “Ninth Circuit Applies Lower Standard for Pleading Scienter Under § 14(e) of Securities Exchange Act Even as to Opinions,” National Law Review (Jan. 23, 2023) Author, “Delaware Chancery Court Denies Dismissal of Challenge to SPAC Merger Disclosures,” National Law Review (Jan. 5, 2023) Author, “Second Circuit Questions Use of Criminal Insider-Trading Statute Without Proof of Receipt of Personal Benefit,” National Law Review (Dec. 28, 2022) Author, “Ninth Circuit Holds that Social Media Communications Can Satisfy Statutory-Seller Requirement Under Securities Act,” National Law Review (Dec. 21, 2022) Author, “SEC Enforcement Director and SDNY/EDNY Officials Address Enforcement Priorities,” National Law Review (Dec. 1, 2022) Author, “New Study Finds Trickle-Down Effect from Board Diversity,” National Law Review (Nov. 11, 2022) Author, “Father Sometimes Knows Best:  District Court Blasts SEC’s ‘No Admit, No Deny’ Provisions,” National Law Review (Oct. 31, 2022) Author, “Court Preliminarily Enjoins Florida’s ‘Stop Woke Act,’” National Law Review (Aug. 22, 2022) Author, “Blockchain Meets Morrison:  Court Rejects Blockchain Class Settlement Because of Concerns About Adequacy of Representation,” National Law Review (Aug. 16, 2022) Author, “Delaware Supreme Court Allows Use of ‘Reliable’ Hearsay to Support Books-and-Records Demand,” National Law Review (July 20, 2022) Author, “Divided Delaware Supreme Court Decision Highlights Issues About Director Independence in Derivative Actions,” National Law Review (June 30, 2022) Author, “Second Circuit Reverses Dismissal of Securities Claim Alleging Failure to Disclose SEC Investigation,” National Law Review (May 25, 2022) Author, “Ninth Circuit Upholds Delaware-Forum Bylaw That Precludes Assertion of Federal Proxy Claim,” National Law Review (May 13, 2022) Co-author, “Seventh Circuit Reverses Dismissal of Derivative Action Based on Forum Clause as Applied to Federal Claim,” National Law Review (Jan. 21, 2022) Author, “California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of Common Stock Outside the U.S.,” National Law Review (Jan. 10, 2022) Co-author, “SEC Investor Advisory Committee Considers Recommendations to Tighten Rules for Insiders’ Trading Plans,” National Law Review (Sept. 7, 2021) Author, “Second Circuit Holds that Accurately Reported Financial Statements Are Not Actionable and that Materiality Has a Half-Life,” National Law Review (Aug. 27, 2021) Author, “First Circuit Adopts Prevailing Standard for Applicability of Federal Securities Laws to Foreign Investors, But Rejects Second Circuit’s Narrower Test,” National Law Review (May 11, 2021) Author, “Second Circuit Upholds Insider Trading Conviction, Finding Sufficient Confidentiality Duty and Personal Benefit,” National Law Review (Apr. 7, 2021) Co-author, “Second Circuit Reaffirms that Federal Securities Laws Do Not Apply to Predominantly Foreign Transactions,” National Law Review (Jan. 26, 2021) Author, “Corporate Scienter Requires Link Between Employees with Knowledge and the Alleged Misstatements,” National Law Review (May 26, 2020) Author, “Delaware Supreme Court Rules that Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court,” National Law Review (Mar. 18, 2020) Author, “California Federal Court Holds that U.S. Securities Laws Apply to Unsponsored, Unlisted ADRs,” National Law Review (Jan. 30, 2020) Author, “Second Circuit Holds that a ‘Personal Benefit’ Is Not Required for Insider Trading Under Criminal Securities Statute,” National Law Review (Jan. 2, 2020) Author, “Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions,” National Law Review (Aug. 8, 2019) Author, “Supreme Court Raises Questions About Private Rights of Action Under § 14 of Securities Exchange Act,” National Law Review (Apr. 24, 2019) Author,” Supreme Court Holds that Persons Who Do Not ‘Make’ Misstatements Can Nevertheless Be Liable for Other Securities-Fraud Violations,” National Law Review (Mar. 29, 2019) Author, “First Appellate Decision Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects in United States,” National Law Review (Jan. 24, 2019) Author, “Insider Trading for Dummies: Judge Rakoff Tries to Simplify the Law,” National Law Review (Dec. 10, 2018) Author, “Second Circuit Again Holds That Tipper/Tippee Liability Can Arise from a Gift of Inside Information Even Without a Close Personal Relationship,” National Law Review (June 29, 2018) Author, “Supreme Court Rules That Federal Courts Are Not Bound to Give Conclusive Effect to Foreign Governments’ Statements About Their Laws,” National Law Review (June 14, 2018) Author, “Supreme Court Prohibits Stacking of Successive Class Actions Beyond Limitations Period,” National Law Review (June 14, 2018) Author, “Fourth Circuit Upholds Disclosure of Government Subpoena as Evidence of Loss Causation,” National Law Review (Feb. 24, 2018) Author, “Second Circuit Requires Increased Scrutiny of Securities Class Actions Involving Off-Exchange Transactions,” National Law Review (July 8, 2017) Author, “Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees,” National Law Review (June 19, 2017) Author, “Non-Use Agreement Need Not Precede Disclosure of Confidential Information,” National Law Review (March 21, 2017) Author, “Watch the Napkin: First Circuit Affirms Insider-Trading Conviction,” National Law Review (Feb. 28, 2017) Author, “Dutch Collective Actions vs. Collective Settlements,” National Law Review (Oct. 18, 2016) Author, “Proskauer Explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act,” The CLS Blue Sky Blog (May 24, 2016) Author, “New York Court Certifies Classes in Petrobras Securities Litigation,” National Law Review (Feb. 3, 2016) Author, “Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of ‘Increasingly Vigilant’ Scrutiny,” National Law Review (Jan. 25, 2016) Author, “A Farewell to Alms? Peppercorn Settlements of M&A Litigation,” National Law Review (Sept. 21, 2015) Author, “Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Proceeding,” corporatedefensedisputes.com (Aug. 27, 2015) Author, “Proskauer Discusses Supreme Court’s Omnicare Decision, Clarifying Liability for Statements of Opinion in Registration Statements,” The CLS Blue Sky Blog (Mar. 24, 2015) Presentations Practising Law Institute: “ESG 2023: What It Means for Boards, Management, and Counsel” (June 20, 2023) (full-day program; program co-chair and panel chair) Practising Law Institute: “ESG 2022: What It Means for Boards, Management, and Counsel” (June 1, 2022) (full-day program; program co-chair and panel chair) Practising Law Institute: “ESG 2021: What It Means for Boards, Management, and Counsel” (webcast, June 24, 2021) (full-day program; program co-chair and panel chair) Practising Law Institute: “ESG 2020: What It Means for Boards, Management, and Counsel) (webcast, July 24, 2020) (full-day program; program co-chair and panel chair) Practising Law Institute: “ESG and Promoting Corporate Sustainability” (New York, June 25, 2019) (full-day program; program chair and panel chair) The Mason Judicial Education Program, Symposium for Judges: Securities Class Action Litigation (Arlington, VA, May 5, 2019) The Mason Judicial Education Program, Symposium for Judges: The Economics of Corporate & Securities Law (San Diego, April 12-14, 2018) ABA Section of Litigation: “Recent Developments in Securities Class Actions” (webinar, May 11, 2017) Professional Liability Underwriters Society D&O Symposium: “Behaving Badly: The Non-U.S. Corporate Scandal Wave” (New York, February 9, 2017) New York State Bar Association International Section: “Hot Topics in Cross-Border Securities Litigation” (São Paulo, October 16, 2015) Proskauer Hedge-Fund Breakfast Seminar on Insider Trading (New York, Feb. 5, 2015) CLE International’s 9th Annual Class Action Conference: “Collective Proceedings Abroad: Evolving Approaches & Attitudes” (Washington, D.C., October 2013) Practising Law Institute: "Handling a Securities Case: From Investigation to Trial and Everything in Between" (New York, April 2012) Institutional Investor Educational Foundation: Corporate Governance Roundtable Forum (New York, December 2011) Institutional Investor Educational Foundation Amsterdam Roundtable: "The Netherlands and the Future of European Securities Litigation" (The Hague, September 2011) Summer Institute on Law & Government, American Univ. Washington College of Law: "Securities Class Actions – An Update" (Washington, D.C., June 2010) ABA Section on Litigation Annual Conference: "Global Class Actions: Lasting Peace or Ticking Time Bombs?" (New York, April 2010)

Joseph Leccese

Joseph M. Leccese is the immediate past, and longest serving, Chairman of Proskauer. During his nine years as Chair, Proskauer reached more than $1 billion in revenues, dramatically expanded its transactional and trial practices and London office, and implemented a number of innovative talent management and diversity and inclusion programs. Throughout his term as Chair, Joe remained an active practitioner and co-chair of Proskauer’s renowned Sports Group. In those roles he has led many of the most significant deals in sports and media over the past three decades. His broad-based corporate practice emphasizes the representation of professional sports leagues, teams and owners; college conferences; media and marketing companies; and private equity firms, sovereign wealth funds and financial institutions that provide capital to the broad array of transactions that occur in the sports industry. Leagues, Teams and Owners Joe's sports experience includes numerous matters for the National Basketball Association, National Hockey League, Major League Soccer, PAC-12 Conference, Big East Conference, ATP World Tour, WTA Tour, USGA and NASCAR, as well as for a number of teams, owners and media entities that he advises on a continuing basis. Mergers and Acquisitions Joe regularly handles matters relating to the acquisition, financing, operation and equity funding of professional sports teams, including the sale of the Buffalo Bills and the acquisition of the Cleveland Browns, Jacksonville Jaguars, Houston Astros, Washington Nationals, New York Jets, Philadelphia Eagles and Chivas USA. He also has represented bidders for many other teams across a broad variety of sports, both in privately negotiated sales and in auctions, and has advised leagues and governing bodies on scores of M&A transactions over the past 25 years, including advising the NBA on the recent $2 billion sale of the Los Angeles Clippers. Joe represented the NBA in its grant of expansion franchises to Charlotte, Toronto, Vancouver, Miami, Minnesota and Orlando; the NHL in its grant of expansion franchises to Atlanta, Columbus, Nashville and Minnesota; and MLS on many of its expansions and transfers. Stadium/Arena Construction and Financing Joe has been the lead negotiator in multiple stadium and arena deals and financings, including the facilities developed (or renovated) by the Philadelphia Eagles, New York Jets, New Jersey Devils, Orlando Magic, Charlotte Hornets and Carolina Panthers; advised the Minnesota Vikings and Cleveland Browns on their recent stadium projects; represented the lenders in connection with a number of facilities-related financings (including the financing for Citi Field); and has advised our league clients on numerous arena development projects and financings. Joint Ventures and Start Ups Joe has handled a variety of joint ventures and other innovative sports transactions, including the formation of NBA China, the WNBA, the NBA Development League and Legends Hospitality, and the sale to Providence Equity of an interest in Soccer United Marketing, the media and marketing affiliate of MLS. College Sports Joe is very active in college sports. Among other key engagements, he represented the "Basketball Seven" schools in the establishment of the "new" Big East Conference, the addition of three other universities to the new Conference, the negotiation of its television agreement with Fox and the assignment of the Big East Tournament agreement with MSG. Joe has advised the Pac-12 Conference in connection with a number of matters, including its television agreements with ESPN and Fox and the establishment of the Pac-12 Network. Joe also advises both the Pac-12 and the Big East on the broad range of issues and litigations currently facing college sports. In the M&A space, Joe represented Learfield, one of the leading companies in college sports marketing and sponsorship, in the sale of a strategic equity interest to a private equity fund affiliated with Shamrock Capital Advisors. Media and Sponsorship Joe has broad experience advising rights holders on regional, national and international television contracts with major telecasters; the exploitation of new media and technology rights; and a variety of matters relating to the exploitation of stadia and arenas, including naming rights, sponsorship agreements, seat licenses and related arrangements. Joe recently advised NASCAR, the USGA and MLS in their respective telecast rights agreements. Joe is a frequent speaker and lecturer on business and legal topics in sports.

Joseph Baumgarten

Joseph Baumgarten is a partner and former co-chair in Proskauer’s Labor & Employment Law Department. Joe represents publicly held and privately owned employers in virtually all areas of labor and employment law, including claims under the National Labor Relations Act, Title VII, the ADEA, ADA, FLSA, WARN and Sarbanes-Oxley, as well as breach of contract claims arising out of executive compensation disputes. He regularly: - defends employers in single and multiple plaintiff cases, and class actions, in federal and state trial and appellate courts, before federal, state and local administrative agencies, and in FINRA, AAA and JAMS arbitrations of employment claims; - represents unionized employers in collective bargaining negotiations, in grievance arbitrations and before the National Labor Relations Board; and - counsels employers with respect to internal investigations, restrictive covenants, reductions in force, restructurings, and labor and employment related issues related to corporate transactions. Joe practices across a range of different industries and has extensive experience representing employers in the banking, insurance, broker-dealer, television, professional sports, newspaper, health care, trucking and retail sectors.

Jurate Schwartz

Jurate Schwartz is a senior counsel in Proskauer's Labor & Employment Law Department. She devotes her practice to counseling clients in employment matters, as well as representing employers in federal and state litigations, arbitrations and administrative proceedings. Jurate’s practice includes providing advice on compliance with various laws affecting the workplace, including the FMLA, ADEA, Title VII, ADA, FLSA and similar state and local laws. She counsels clients on developing, implementing and enforcing personnel policies and procedures and reviewing and revising multi-state employee handbooks under federal, state and local laws. Jurate also advises clients on policy and training issues, including discrimination, harassment, retaliation, wage and hour, employee classification, accomodation of religious beliefs, pregnancy and disability, and leaves of absence, including vacation and paid time off policies, multi-state paid sick and safe leave laws and paid family and medical leave laws. Jurate is experienced in conducting wage-and-hour audits under federal and state wage-hour laws and advising clients on classification issues. She also assists clients in drafting employment, independent contractor, consulting and separation agreements as well as various restrictive covenants. In addition to counseling, Jurate litigates employment disputes of all types, including claims of employment discrimination, harassment, retaliation, whistleblowing, breach of contract, employment-related torts and claims under federal and state wage-and-hour laws. Jurate also assists clients in matters involving trade secrets and non-competes, as well as nonsolicitation, nondisclosure agreements and other restrictive covenants. Jurate’s pro bono work includes service on the HR committee of a not-for-profit organization, the YMCA of South Palm Beach County, Florida, and assisting other not-for-profit organizations with employment matters, as well as her successful representation of an unaccompanied immigrant child in an asylum proceeding referred by the National Center for Refugee & Immigrant Children.

Justin Breen

Justin Breen is head of Proskauer’s Global Finance practice. His principal focus is the representation of leading private credit providers in complex corporate finance transactions, including leveraged sponsor buyouts, acquisition financings and recapitalization transactions. Justin’s clients include leading institutional investors, direct lenders, private debt funds, investment banks and business development companies, and he advises these clients on a broad range of financing transactions, including syndicated and non-syndicated senior and senior "stretch" loans, unitranche facilities, second lien financings, mezzanine financings, high yield bonds and structured preferred equity. Justin has also advised clients in connection with various debt and equity investments involving sports teams and leagues, including investments in U.S. soccer teams, multiple European soccer teams, Formula 1 teams and Rugby leagues. Justin has closed finance transactions with an aggregate value well in excess of $100 billion. His clients include market-leading investors, including Ares Capital, Antares Capital, Bain Capital, Churchill Asset Management, Golub Capital, Jefferies Finance, Thoma Bravo Credit and Varagon Capital.

Kathleen McKenna

Kathleen M. McKenna is a partner in Proskauer's Labor & Employment Law Department. With a formidable track record for success in major employment matters, she has extensive experience litigating employment disputes of all types, including defending employers against claims alleging all forms of discrimination, sexual harassment, retaliation, wrongful discharge, wage and hour and breach of contract as well as conducting high-profile investigations. Her clients include major multi-national businesses, such as television networks, pharmaceutical companies, international retailers and law firms. Adept at counseling clients at every turn of the litigation process, Kathleen employs a creative mix of litigation experience and business acumen to determine which cases should be litigated in court, which should be resolved in some alternative forum and which can and should be settled. While she is regularly successful on her clients' behalf through negotiation and dispositive motions, she possesses significant jury trial experience, and is well-versed in all forms of alternate dispute resolution. Kathleen is regularly called upon to support clients with strategies, counseling and training to help them avoid litigation and government investigations, and provides practical advice on all workplace-related issues to today's top employers. These topics include employee discharge and discipline, reductions in force, employment policies and procedures, and compliance with federal, state and local employment laws. Kathleen also has significant experience dealing with traditional labor matters. She has litigated the full range of labor proceedings and has served as the chief spokesperson or advisor in numerous collective bargaining negotiations. She also has advised management on National Labor Relations Act issues, including union organizing campaigns and representation elections, strikes, picketing, plant closings and work transfers, and purchase and acquisition issues. Kathleen is a member of the College of Labor & Employment Lawyers. She is also a sought after lecturer on labor and employment issues.

Keisha-Ann Gray

Keisha-Ann G. Gray is a distinguished litigator and trial lawyer who has secured significant victories in federal and state courts (jury trial and otherwise) for organizations facing “bet the company”, high-reaching, reputational risk claims. An award-winning partner in Proskauer’s renowned Labor & Employment department and co-chair of the Firm’s Workplace Investigations practice group, she advises clients on high-stakes employment litigation and complex investigations matters. As important social change movements like Black Lives Matter, #MeToo and LGBTQ Pride continue to shape society and businesses, Keisha-Ann is the go-to advisor when addressing issues related to discrimination, harassment and/or lack of diversity. With 20+ years in practice, Keisha-Ann frequently speaks and trains on employment matters such as litigation and trial practice, conducting effective investigations (the trauma-based approach), Diversity, Equity & Inclusion, and Anti-Discrimination/Anti-Harassment. Her “real talk” style of delivery provides clients with actionable and practical best practice solutions to today’s most challenging workplace issues. Prior to joining Proskauer, Keisha-Ann served as an Assistant United States Attorney in the Eastern District of New York and federal law clerk in the U.S. District Court for the District of Puerto Rico.  The breadth of Keisha-Ann’s experience and background in federal government, coupled with her tenure in private practice as a Big Law partner and employment litigator, gives her the unique ability to meaningfully connect with diverse groups of people. This skill enables her to advocate effectively and successfully (in and out of the courtroom) for her clients. As a result, Keisha-Ann is also frequently called upon to conduct high-profile internal investigations. Because of her unique and varied skill set, clients routinely engage Keisha-Ann to handle their most sensitive matters which, due to her involvement, often successfully result in non-public, confidential resolutions – precisely the mandate required by her clients. Keisha-Ann enjoys giving back to the community and profession by serving as a member of the Mayor’s Advisory Committee on the Judiciary. She also serves on the Board of the Attorney Grievance Committee for the NY Supreme Court Appellate Division, 1st Department, the Board of the Federal Bar Council, and the Board of the Eastern District Association. In addition, Keisha-Ann co-Chairs the Federal Bar Council’s Employment Litigation Committee, and mentors junior attorneys.

Kevin Perra

Kevin J. Perra is a partner in Proskauer's Litigation Department and co-head of Proskauer's Sports Litigation team. He is an experienced counselor, litigator and trial lawyer who represents a wide variety of clients in pre-litigation counseling, state and federal court litigation, arbitration and mediation. Kevin focuses on large, complex commercial cases, with an emphasis on litigation in the areas of (i) intellectual property, entertainment, media and sports; (ii) trademark and false advertising; (iii) hedge funds, private equity funds and private investment funds; and (iv) fiduciary duties, appropriation of trade secrets and employee-related restrictive covenants. As a result, he has substantial experience in obtaining and opposing applications for emergency relief for clients, including preliminary injunctions and temporary restraining orders. In intellectual property, entertainment, media and sports matters, Kevin has represented record labels, music publishers, sports leagues and teams, computer software makers, and film and other media companies. Examples include Sony-BMG, EMI, Major League Baseball, the National Basketball Association, the National Hockey League, Major League Soccer, the New Jersey Devils, the Philadelphia Eagles and Take-Two Interactive. He also has handled intellectual property matters for individual artists, songwriters, managers, fashion designers and athletes (and their estates), including Madonna and the Estate of Leonard Bernstein. In trademark, false advertising and related disputes, Kevin has represented large consumer product, pharmaceutical, and food and beverage companies, including Accenture, S.C. Johnson & Son, Bristol-Myers Squibb, Diageo, Bausch & Lomb, Williams-Sonoma, Church & Dwight and Kraft Foods. In fund, investment banking and financial-related matters, Kevin has represented a large number of the world’s leading hedge funds, business development companies, private equity funds, venture capital funds and family offices. In other general commercial disputes, he has represented a host of public and private companies such as Dell, T-Mobile, Bank of America, Henry Schein, Barneys New York, Host Hotels, US Airways and MBIA.

Marc Persily

Marc Persily is a partner in both Proskauer's Private Funds and Private Equity Groups. His practice focuses on advising private equity funds, investment banks and issuers in a variety of corporate transactions, including private equity fund formations, acquisitions, dispositions, equity financings, growth investments and venture capital transactions. Marc also has broad experience handling general corporate matters, including commercial arrangements, regulatory compliance, structuring and compensation advice. Clients of Marc's range from major financial institutions such as J.P. Morgan, Citigroup and Credit Suisse to privately held private equity sponsors, as well as company clients. He regularly advises these clients on sophisticated fund formation matters, including fund-of-funds, secondary funds and private equity funds, focused on buyouts, growth, venture capital and real estate. Marc also routinely assists clients in private equity transactions, including acquisitions, investments in major public and private leveraged buyout, growth and venture capital transactions, portfolio company sales and other exits. Marc actively represents pro bono clients with a particular emphasis on exigent humanitarian issues.

Margaret Dale

Margaret Dale is a trial lawyer and first-chair litigator handling complex business disputes across a wide variety of industries, including: consumer products, media and entertainment, financial services, telecommunications and technology, and higher education. She is a former vice-chair of Proskauer's Litigation Department, and heads the Department’s Data Privacy and Cybersecurity Practice Group. Margaret’s practice covers the spectrum of complex commercial disputes, including privacy and data security matters, as well as disputes involving M&A, intellectual property, bankruptcy and insolvency, securities, corporate governance, and asset management. Margaret regularly counsels clients before litigation commences to assess risk, adopt strategies to minimize or deflect disputes, and resolve matters without going to court. Margaret is a frequent writer, including authoring a regular column on corporate and securities law in the New York Law Journal. She also serves as the lead editor of Proskauer’s blog on commercial litigation, Minding Your Business. She also authored the chapter titled “Privileges” in the treatise Commercial Litigation in New York State Courts (Haig, 5th ed.), as well as the chapter titled “Data Breach Litigation” in PLI’s Proskauer on Privacy. Margaret maintains an active pro bono practice advocating on issues relating to women, children and veterans. She serves on the Board of Directors of CFR (Center for Family Representation), VLA (Volunteer Lawyers for the Arts), JALBC (Judges and Lawyers Breast Cancer Alert), and the City Bar Fund.

Mark Batten

Mark W. Batten is a partner in Proskauer's Labor & Employment Law Department and co-head of the Class & Collective Actions Group. Mark represents employers nationwide at all stages of complex employment litigation, including class and collective actions on wage and hour matters and discrimination claims, and Commissioner’s Charges and other charges of nationwide import brought by the Equal Employment Opportunity Commission. Outside of class and collective litigation, Mark assists clients with all aspects of employment policies and practices, including hiring, termination, leaves, accommodation of disabilities, and other matters. Mark also handles diverse civil litigation, including litigation of noncompetition agreements, discrimination and wrongful termination litigation in federal and state courts; proceedings before the EEOC and Massachusetts Commission Against Discrimination; executive disputes; and wage and hour matters. He is also an experienced appellate attorney both in employment cases and other civil litigation, handling appeals at all levels in the state courts and in the United States Courts of Appeals. Mark also has substantial experience with traditional labor matters. He regularly represents employers in a variety of industries, including a number of newspaper and media companies, in collective bargaining, practice before the NLRB, labor arbitrations, union organizing campaigns, and day-to-day advice on administration of collective bargaining agreements. He regularly advises clients in both union and non-union settings on diligence matters in corporate acquisitions and financings. He also has experience on behalf of securities firms in arbitrations before the NASD and NYSE of customer and employee complaints. Before joining Proskauer, Mark was a trial attorney in the Civil Division of the U.S. Department of Justice in Washington, where he was lead counsel in major litigation for over two dozen federal agencies, ranging from the U.S. Air Force, the CIA, and the U.S. Secret Service to the Department of Housing and Urban Development and the National Endowment for the Arts. Mark regularly writes and lectures on employment-related matters, including, for instance, MCLE's Representing Clients Before the Massachusetts Commission Against Discrimination. In his spare time, Mark is an experienced computer programmer, conversant in C, C++, and other languages. He has ported more than 35 commercial computer games between computer operating systems.

Mark Theodore

Mark Theodore is a partner in Proskauer's Labor & Employment Law Department. He has devoted his practice almost exclusively to representing management in all aspects of traditional labor law matters throughout the U.S. He is Co-Chair of Proskauer’s Labor-Management and Collective Bargaining Practice Group. Some recent highlights of his career include: - Successfully defended client against allegations that it had terminated a union supporter and isolated another. T-Mobile USA, Inc., 365 NLRB No. 15 (2017). - Successfully appealed NLRB findings that certain of client’s written policies violated the National Labor Relations Actions Act. T-Mobile USA, Inc., 363 NLRB No. 171 (2016), enf’d in part, rev’d in part 865 F.3d 265 (5th Cir. 2017). - Represented major utility in NLRB proceedings related to organizing of planners. Secured utility-wide bargaining unit. Bargained on behalf of grocery chain. After negotiations reached an impasse, guided the company through lawful implementation of five year collective bargaining agreement. - Coordinated employer response in numerous strike situations including a work stoppage across 14 western states of the client’s operations. Mark has extensive experience representing employers in all matters before the NLRB, including representation petitions, jurisdictional disputes and the handling of unfair labor practice charges from the date they are filed through trial and appeal. Mark has acted as lead negotiator for dozens of major companies in a variety of industries, including national, multi-unit, multi-location, multi-employer and multi-union bargaining. Mark has handled lockout and strike situations, coordinating the clients efforts. In addition, Mark has handled hundreds of arbitrations involving virtually every area of dispute, including contract interest arbitration, contract interpretation, just cause termination/discipline, benefits, pay rates, and hours of work.

Mark Harris

Mark Harris is head of the White Collar Defense & Investigations Group and co-head of the Appellate Group. Mark is also a former federal prosecutor and law clerk at the U.S. Supreme Court. An experienced white-collar criminal defense lawyer, he represents companies and individuals in their most complex and difficult litigation matters. Mark’s appellate cases span the gamut from intellectual property and labor relations to constitutional law and administrative law. Since 2017, Mark has represented the Financial Oversight and Management Board for Puerto Rico—the entity created by Congress to oversee Puerto Rico’s bankruptcy, the largest in American history—in dozens of appeals before the U.S. Court of Appeals for the First Circuit. In May 2023, he prevailed before the Supreme Court in an 8-1 decision that recognized the Board’s immunity from suit. He is a Fellow of the American Academy of Appellate Lawyers and a past American Lawyer Litigator of the Week. Mark also maintains an active criminal docket in cases covering every form of financial crime and civil enforcement, including internal investigations. Clients draw on his experience as a former Assistant U.S. Attorney for the Southern District of New York, where he specialized in fraud cases and tried cases before federal juries. Mark is also a recognized expert on criminal sentencing, as a member of the Board of Editors of the Federal Sentencing Reporter, the leading legal journal devoted to the study of sentencing law and policy, for over 25 years. Mark is the editor and lead author of Principles of Appellate Litigation: A Guide to Modern Practice (PLI Press), a comprehensive treatise on appellate practice, updated every year, which has been described as “invaluable,” “the product of deep experience and keen insights,” and “a superior appellate practice hornbook.” He has lectured on both criminal law and appellate practice before the International Bar Association, the National Association of Criminal Defense Lawyers, PLI, and the ABA Sections of Litigation, Criminal Law, and Employment and Labor Law. Mark has been interviewed by Bloomberg Radio, the National Law Journal, WINS AM-1010, Law360, Legal Times, and other news organizations. Mark is a former clerk to U.S. Supreme Court Justices John Paul Stevens and Lewis Powell, Jr., and Judge Joel Flaum of the U.S. Court of Appeals for the Seventh Circuit. He is a graduate of Harvard College and Harvard Law School, where he was a member of the Harvard Law Review. He also serves on the Board of Trustees of the National Museum of Mathematics.

Martin Bienenstock

Martin Bienenstock is chair of the Firm's Business Solutions, Governance, Restructuring & Bankruptcy Group. Martin provides clients with multidisciplinary solutions that draw on his combined experience in restructuring, corporate governance, reorganization, litigation, Dodd-Frank and Sarbanes-Oxley. Martin’s restructuring practice focuses on restructuring troubled situations including Puerto Rico to benefit all their stakeholders including their people, investors and creditors. Martin’s governance practice is targeted at keeping healthy companies healthy and growing, and saving distressed companies, while protecting directors and officers with cutting edge best practices. Martin is repeatedly retained to solve momentous problems. Currently, Martin leads the Firm’s representation of the Financial Oversight and Management Board for Puerto Rico, charged with restoring fiscal responsibility and market access to the Commonwealth by developing fiscal reforms and restructuring its $74 billion of bond debt and $50 billion of unfunded pension obligations. Martin also leads the Firm’s representations of the Westinghouse creditors’ committee and the Caesars Entertainment creditors’ committee for unsecured claimholders. In the Caesars cases, the creditors Martin represents were offered four cents at the outset and are settling for approximately 65 cents. General Motors retained him to formulate the section 363 strategy that he presented to the U.S. Auto Task Force, which deployed it to save General Motors and Chrysler. He represented Enron in its chapter 11 case that has now paid multiple creditors in full. Recently, Martin developed the Colombian-U.S.-Canadian reorganization plan for Pacific Exploration, supported by its bank creditors and bond creditors. Martin routinely provides legal and strategic advice to directors, businesses, investors and creditors, advising on complex restructurings, acquisitions, trials and appeals. He handled the Owens Corning appeal, reversing substantive consolidation to increase the value of his bank clients' claims against Owens Corning from $600 million to more than $2.2 billion. He charted the takeover of troubled Finova for a joint venture between Berkshire Hathaway and Leucadia National Corp., and achieved the successful reorganizations of companies such as Enron and Republic Engineered Products over multiple objections. Martin developed successful reorganizations for Capmark and AMBAC. He also prepared the initial draft of what became Ireland’s reorganization statute. For the last 10 years, the National Law Journal listed Martin as one of the "100 Most Influential Lawyers in America." He has been listed at the top of his field by other leading legal publications and organizations, including Turnarounds & Workouts, The International Who's Who of Business Lawyers, Chambers, and Euromoney Legal Media Group's "The Best of the Best." Martin also teaches corporate reorganization at Harvard Law School and University of Michigan Law School.

Martin Hamilton

Martin T. Hamilton is a partner in the Tax Department. He primarily handles U.S. corporate, partnership and international tax matters. Martin's practice focuses on mergers and acquisitions, cross-border investments and structured financing arrangements, as well as tax-efficient corporate financing techniques and the tax treatment of complex financial products. He has experience with public and private cross-border mergers, acquisitions, offerings and financings, and has advised both U.S. and international clients, including private equity funds, commercial and investment banks, insurance companies and multinational industrials, on the U.S. tax impact of these global transactions. In addition, Martin has worked on transactions in the financial services, technology, insurance, real estate, health care, energy, natural resources and industrial sectors, and these transactions have involved inbound and outbound investment throughout Europe and North America, as well as major markets in East and South Asia, South America and Australia. Martin also regularly represents clients in tax controversies and other matters before the U.S. tax authorities.

Michael Lebowich

Michael J. Lebowich is a partner in Proskauer's Labor & Employment Law Department and co-head of the Labor-Management Relations Group. He represents and counsels employers on a wide range of labor and employment matters, with a particular interest in the field of traditional labor law. Michael acts as the primary spokesperson in collective bargaining negotiations, regularly handles grievance arbitrations, assists clients in the labor implications of corporate transactions, and counsels clients on union organizing issues, strike preparation and day-to-day contract administration issues. He also has significant experience in representation and unfair labor practice matters before the National Labor Relations Board. His broad employment law experience includes handling of race, national origin, gender and other discrimination matters in state and federal court. A significant amount of his practice is devoted to counseling clients regarding the application and practical impact of the full range of employment laws that affect our clients, including all local, state and federal employment discrimination statutes, the Fair Labor Standards Act, the Family and Medical Leave Act, and state labor laws. Michael has substantial experience in a wide variety of industries, including entertainment, broadcasting, newspaper publishing and delivery, utilities and lodging. He represents such clients as The New York Times, BuzzFeed, ABC, the New York City Ballet, PPL, Pacific Gas & Electric, Host Hotels and Resorts, and The Broadway League (and many of its theater owner and producing members).  Michael also has significant public sector experience representing, among others, the City of New York and the Metropolitan Transportation Authority. Michael is a frequent guest lecturer at Columbia Business School, the Cornell School of Hotel Administration, the New York University Tisch School for Hospitality, Tourism and Sports Management, and is an advisory board member of the Cornell Institute for Hospitality Labor and Employment Relations.

Michael Mervis

Mike Mervis is a veteran litigator who has tried dozens of cases in federal and state courts and before arbitral tribunals across the country. Mike represents clients in complex commercial matters, disputes over distressed debt and investments (particularly in large chapter 11 bankruptcy cases), real estate and entertainment industry disputes and intellectual property cases. Mike is the Vice-Chair of Proskauer's Litigation Department and heads the Firm’s Commercial Litigation Group. He is also the head of its Bankruptcy Litigation Group and co-head of the Private Credit Litigation Group. In bankruptcy matters, he represents debtors, lenders, and statutory and ad hoc committees in large chapter 11 cases in bankruptcy courts across the country. Mike has litigated the full spectrum of contested matters and adversary proceedings that arise during the lifecycle of complex chapter 11 cases. Mike is the immediate past chair of Proskauer's Hiring Committee and co-chair of Proskauer’s Summer Associate Program.

Michael Ellis

Michael E. Ellis is a partner in Proskauer's Corporate Department. He is a general corporate lawyer with a focus on public and private mergers and acquisitions and securities. He has participated in multiple buy- and sell-side representations in a variety of transaction structures, including tender offers, stock and asset purchases and sales, mergers and joint ventures. Mike has represented public companies in their ongoing corporate and securities law matters, including providing advice on corporate governance matters and drafting various types of documents required to be filed under the Securities Exchange Act of 1934, such as periodic reports and proxy statements. Clients Mike regularly represents include Bed Bath & Beyond Inc., Henry Schein, Inc. and Ascena Retail Group, Inc.

Michael Album

Michael J. Album is a partner in Proskauer's Employee Benefits & Executive Compensation Group, and represents companies and compensation committees, private equity firms and hedge funds, and CEOs, senior executives (in numerous business sectors) and portfolio managers on a full range of executive compensation matters. As part of his practice he has represented management teams in numerous management buy-outs (including in the health care, retail and asset management sectors) and has represented “founders” and partners in a variety of businesses on restructuring and “business divorce” matters. Michael also is a member of the Restrictive Covenants, Trade Secrets & Unfair Competition, which is an interdisciplinary group at Proskauer that represents clients on non-compete, trade secret and intellectual property matters. Michael has written and spoken extensively in the area of executive compensation. He has contributed to the NCEO publication Selected Issues in Equity Compensation (2019 Edition) and Dow Jones Private Equity Analyst – Global Compensation Study, and his articles on MBO compensation have been featured in two publications (Private Equity Mathematics and Human Capital in Private Equity). His other articles have appeared in The Business Lawyer, Bloomberg, New York Law Journal, Employment Relations Today, and Venture Capital Review and he has been a featured speaker on executive compensation developments at ALI-ABA, Dow Jones Private Equity and other webinars and seminars. In addition, Michael has served on the Board of Directors of the Yale Law School Fund, and as co-Chairman of his Reunion Class Campaign for the Yale Law School Fund.

Mike Suppappola

Mike Suppappola is co-head of Proskauer's Secondary Transactions and Liquidity Solutions Group and a partner in the Private Funds Group. Mike specializes in representing asset managers across the globe in all aspects of their business and operations, with a particular focus on fund formation and the structuring and execution of secondary transactions. Mike also counsels clients on co-investments, portfolio investments and day-to-day operational and regulatory matters. He advises a broad spectrum of fund sponsors who pursue a variety of strategies and sectors, including secondaries, private credit, distressed and special situations, buyout, structured capital, growth equity, venture capital, real estate and funds-of-funds. After the fundraising period, Mike continues to serve as a trusted adviser throughout the lifespan of a fund, with a focus on general partner and management company internal governance and day-to-day operational issues. Mike is widely recognized in the private funds industry for his extensive experience in representing secondary fund managers in connection with all aspects of their business, including fund formation, secondary transactions (including GP-led liquidity processes, private tender offers, tail-end sales and preferred equity transactions), primary investments and co-investments. He also provides ongoing advice to private fund managers and other investment advisers on legal and regulatory compliance with federal and state securities laws, with particular expertise on the Investment Advisers Act of 1940.

Mitchell Gaswirth

Mitchell M. Gaswirth is a partner in Proskauer's Tax Department. His practice focuses primarily on income, gift and estate tax and related business planning. Mitchell counsels individuals, entrepreneurs and business entities in connection with the myriad income and other tax issues arising in sophisticated business transactions. Mitchell’s practice also encompasses a wide array of merger and acquisition, business formation and financing, debt restructuring, and real property acquisition, disposition and exchange transactions. His knowledge encompasses the complex and often arcane application of California’s property tax regime (“Proposition 13”) in a variety of business transactions directly or indirectly involving California real property. In addition, he provides income, gift and estate tax and related business planning advice to individuals, families, and their business enterprises to help them achieve wealth preservation and tax minimization objectives. This planning includes tax minimization strategies involving grantor trusts, family limited partnerships, charitable and family “split interest” and other irrevocable trusts, and other sophisticated wealth transfer and business succession vehicles. Mitchell’s wealth transfer tax planning practice focuses particularly on counseling executives, professionals, investors, and others concerning the preservation, administration and disposition of their capital. He also counsels individuals and businesses in connection with planning to minimize California income tax burdens. Mitchell also represents corporate and individual fiduciaries, and estate and trust beneficiaries, in a wide array of sophisticated personal planning and fiduciary administration matters, including representing U.S. Trust, JPMorgan Chase Bank and Wells Fargo Bank, in their administrations of complex trust arrangements for high net worth families. His fiduciary practice also encompasses substantial “Family Office” representation for multi-member families seeking to achieve complex and sophisticated income and wealth transfer tax objectives. Mitchell’s tax practice also involves the administrative and judicial resolution of tax disputes with federal and state tax authorities. He represents taxpayers in income, estate and gift, sales and use, property, and employment tax disputes with the Internal Revenue Service, California Franchise Tax Board, and other tax authorities. Notably, Mitchell served as Lead Tax Counsel to the late Paul Newman, both at trial and in the California Court of Appeals, in the actor’s successful refund suit against the California Franchise Tax Board. The Newman case established the impropriety of the Franchise Tax Board’s formula for apportioning to California a non-resident entertainer’s income derived from both California and non-California sources. Prior to joining Proskauer, Mitchell was a partner of the Los Angeles law firm Mitchell, Silberberg & Knupp.

Monica Arora

Monica Arora is a partner and co-head of the Private Funds Group at Proskauer. Monica advises asset managers across the full spectrum of investment fund matters. Her particular expertise concentrates within the areas of buyout, private credit, distressed debt, growth equity, infrastructure and real estate funds, including the establishment of bespoke fund structures, joint ventures and other strategic arrangements for sponsors globally. Monica is a thought leader in the industry. She is also a prominent and engaged member of the private funds community, including as a committee member and contributor on the New York City Bar Association’s Private Investment Funds Committee and a member of the Editorial Board of Law 360 Private Equity. Monica’s leadership in Proskauer extends well beyond her role in the department as she is a key member of numerous diversity and inclusion initiatives. She is also actively engaged in a number of charitable boards outside of the firm. Prior to joining Proskauer, Monica was the global head of the investment funds group at White & Case.

Myron Rumeld

Myron D. Rumeld has over thirty-five years of experience handling all aspects of ERISA litigation at both the trial and appellate level. His broad experience includes numerous representations of 401(k) plan fiduciaries defending class action employer stock and excessive fee claims, and representations of large multiemployer pension and health fund trustees in the defense of a large assortment of fiduciary breach lawsuits. He has defended class action suits against Charles Schwab, Barnabas Health, Inc., Neuberger Berman, and the American Federation of Musicians Pension Fund, among many other clients; and he has tried cases for The Renco Group and Foot Locker, Inc., among others. Myron is presently co-chair of Proskauer’s ERISA Litigation Group. He previously served as co-chair of Proskauer’s nationally renowned Employee Benefits & Executive Compensation Group. He also served as the past co-chairman of the Board of Editors for the American Bar Association publication, Employee Benefits Law (BBNA).

Neil Abramson

Neil Abramson is the co-chair of Proskauer's Labor & Employment Law Department and head of the Public Sector Group. He handles all types of employment litigation, including discrimination claims, claims for breach of contract and claims arising from the collective bargaining relationship, as well as arbitrations, administrative proceedings and collective bargaining. Neil regularly handles complex collective bargaining disputes for private and public sector employers, including litigating matters before the New York State Public Employment Relations Board, various public interest arbitration panels, private grievance arbitrators and the National Labor Relations Board. Neil leads the legal representation of the Metropolitan Transportation Authority in its collective bargaining disputes with transit and railroad workers and the City of New York in its collective bargaining disputes with teachers, police, fire, nurses and hospital staff. Neil also regularly handles collective bargaining disputes for multiemployer bargaining associations and single employers for such clients as Major League Baseball, The League of Voluntary Hospitals, The New York Times, Pratt Institute and The Broadway League. He also provides advice and guidance to clients, counseling employers on how to avoid litigation and achieve their employee relations objectives. Neil also has litigated single and multiple plaintiff matters in the state and federal courts of New York and a number of other jurisdictions and has extensive appellate advocacy experience. Among the clients Neil has represented are major corporations in such diverse fields as financial services, higher education, news media, transportation, sports, energy, entertainment and health care, as well as numerous public benefit and public service corporations.

Niamh Curry

Niamh Curry is a partner in the Private Funds Group. For over 20 years, she has advised private investment funds in a broad range of matters, consisting of secondary transactions and the structuring and formation of, and investment in, private equity funds, hedge funds, hybrid funds, and fund of funds. During the last 12 years, Niamh has had extensive experience representing secondary clients in connection with all aspects of their business, including fund formation/structuring, secondary transactions (including GP-led liquidity processes, private tender offers, tail-end sales, fund restructurings and fund financing), primary investments and co-investments. She has worked on many of the largest and most complex transactions in the market, in the U.S. and internationally. Niamh also provides ongoing advice to fund managers on all aspects of their business and operations including governance issues, structuring, day-to-day operational issues, legal and regulatory compliance with US securities laws, with a particular focus on the Investment Advisers Act of 1940 and the Investment Company Act of 1940.

Nigel Telman

Nigel F. Telman leads the employment practice in Proskauer's Chicago office and is co-head of the Employment Litigation & Arbitration Group. Nigel's practice is concentrated in litigating single and class action disputes arising out of claims of workplace harassment and employment discrimination. He also represents employers in collective and class actions involving allegations of wage and hour violations under federal and state law. In addition, Nigel has significant experience defending and enforcing Restrictive Covenant Agreements, as well as protecting employers' trade secrets and other confidential information from misappropriation by former employees through the institution of emergency litigation seeking temporary and permanent injunctive relief. Nigel utilizes his experience litigating employment-related disputes to counsel clients on effective ways to avoid such litigation and when needed conducts investigations where there are allegations of harassment and discrimination. His counseling practice focuses on training and advising clients on ways to improve all aspects of the employment relationship, including techniques on how to make effective hiring decisions; reviewing and revising employment policies, practices and procedures; and advising on employee disciplinary matters, reductions in force and termination decisions. Nigel represents clients before state and federal courts throughout the country as well as before the U.S. Equal Employment Opportunity Commission, the Illinois Human Rights Commission and the American Arbitration Association.

Paul Salvatore

Paul Salvatore provides strategic labor and employment law advice to companies, boards of directors/trustees, senior executives and general counsel in such areas as labor-management relations, litigation, alternative dispute resolution, international labor and employment issues, and corporate transactions. Paul negotiates major collective bargaining agreements in several industries, including real estate and construction. He represents the NYC real estate industry’s multi-employer organization, the Realty Advisory Board on Labor Relations (RAB), and its principal trade organization, the Real Estate Board of New York (REBNY). In 2022, he helped the RAB reach a new collective bargaining agreement with SEIU Local 32BJ, covering more than 30,000 residential building employees. Paul also represented the Cement League, a multiemployer group of NYC area superstructure contractors, in halting an illegal strike by the Carpenters Union and negotiating a significant new, more competitive, collective bargaining agreement. He previously negotiated, on behalf of The Related Companies with 18 New York City construction unions, a landmark project labor agreement (PLA) for Hudson Yards on Manhattan’s West Side, the largest private real estate development in U.S. history. In 2019, he assisted Related in resolving the very public labor disputes at Hudson Yards in time for its grand opening. He also represented REBNY in negotiating its 2019 landmark “Statement of Principles” with NYC’s construction unions. For his work in this sector, City & State magazine has named him one of the most powerful lawyers in New York. Paul tries arbitrations and litigations, and argues appeals, arising from labor-management relationships. Paul argued and won before the U.S. Supreme Court 14 Penn Plaza LLC v. Pyett. In a 5-4 decision of importance to employers, the Court held a collective bargaining agreement that explicitly requires unionized employees to arbitrate employment discrimination claims is enforceable, modifying 35 years of labor law. In 2016, he argued and won NBC Universal Media, LLC v. NLRB, where the D.C. Circuit -- rejecting the National Labor Relations Board’s (NLRB) analysis -- found “the reasoning supporting the [NLRB’s] judgment … incomprehensible.” In 2017, Paul argued and won T-Mobile v. NLRB where the Fifth Circuit refused to enforce the NLRB’s ban on certain common sense employee handbook policy provisions, finding the NLRB’s analysis to be unreasonable. Paul represents universities and colleges in their labor and employment relations, including in the currently active areas of graduate student and adjunct faculty union organizing. He represented Yale, Duke, Chicago, Washington University in St. Louis and other universities in their response to graduate student unionization after the NLRB’s controversial 2016 decision finding graduate teaching/research assistants to be employees under the labor law. He has negotiated innovative non-NLRB election agreements at Cornell and Brown Universities. An honors graduate of Cornell's School of Industrial and Labor Relations (ILR) and the Cornell Law School, Paul served eight years on Cornell’s Board of Trustees, including on its Executive Committee. Upon completion of his terms, he was elected Trustee Emeritus and Presidential Councilor. Paul presently serves as a Trustee Member of the Board of Fellows of Weill Cornell Medicine, as well as on the Law School and ILR Deans’ Advisory Councils. In 2002, ILR awarded him the Judge William B. Groat prize, the school’s highest honor. At Proskauer, Paul was elected to its Executive Committee and served as co-chair of its global Labor & Employment Law Department. Paul counsels business groups, including the U.S. Chamber of Commerce and its Litigation Center. An active speaker and writer on labor and employment law issues, his publications include “One Dozen Years of Pyett: A Win for Unionized Workplace Dispute Resolution” in the American Bar Association Labor & Employment Law Journal, Volume 36, Number 2 at 257. He is an Adjunct Professor at the Cornell Law School.

Peter Samuels

Peter G. Samuels has served as co-head of Proskauer’s Mergers & Acquisitions Group, and handles mergers and acquisitions, joint ventures, cross-border transactions, change of control transactions, minority investments and other complex transactions. He regularly advises Boards of Directors, management and shareholders on difficult and demanding issues and transactions. Peter plays a leading role with respect to Proskauer’s pro bono initiatives relating to various criminal justice programs, including reform of New York’s pretrial release and bail systems and other efforts to reduce incarceration. He serves on the Independent Commission on New York City Criminal Justice and Incarceration Reform, which has played a leading role in the city’s ongoing efforts to close its Rikers Island jails. He is a member of the Board of Directors of The Fedcap Group, a large multi-faceted not-for-profit, with programs relating to workforce development, education and economic development, where he is involved in many programs, including Fedcap's initiative to reduce the number of women detained in Rikers Island through a holistic combination of social service programs. He is also a member of the Board of Directors of Argus Community Inc., a not-for-profit housing a number of high quality and innovative drug treatment and similar programs.

Peter Antoszyk

Peter J. Antoszyk is a partner in Proskauer's Corporate Department, a member of the Private Credit Group and co-head of the Private Credit Restructuring Group. Peter represents direct lenders, private credit funds, asset managers, alternative lenders, sovereign wealth funds, BDCs, insurance companies, hedge funds, finance companies, and other direct credit funds on arranged, syndicated and “club” direct lending transactions ranging from $15 million to $1 billion. Peter has extensive experience with acquisition financing, dividend recapitalizations, growth capital loans, and cross-border finance transactions for sponsor and non-sponsor backed financings in North America and Europe across a wide array of industries including consumer, and retail; manufacturing; science and technology; health care; medical and medical device; and energy and energy related industries. Structures include uni-tranche, one-stops, first-in/last out financings, second lien loans, subordinated term loans, mezzanine, holdco structures, synthetic mezzanine, "silent firsts", preferred equity and other innovative private credit structures. Peter has been at the forefront of developing the unitranche and agreement among lender structures. Peter also has over 25 years of experience in special situations, bankruptcies and insolvencies, including in out-of-court debt-for-equity exchanges, section 363 acquisitions, Debtor-in-possession (DIP) financings, exit financings, chapter 11 plan acquisitions and restructuring (including restructuring support arguments), and other creditor rights strategies in both domestic and foreign jurisdictions. Peter combines his extensive insolvency and finance experiences to counsel clients not only on structuring financing transactions (including intercreditor issues) but also throughout any workout, exercise of remedies restructuring or insolvency proceedings. Peter lectures and writes articles for industry publications and has been quoted in Private Debt Investor, Financier Worldwide, The New York Times, The Washington Post, The Wall Street Journal, The Daily Deal, The Secured Lender and other publications and appeared on CNN Street Sweep.

Richard Corn

Richard M. Corn is a partner in Proskauer's Tax Department. He focuses his practice on corporate tax structuring and planning for a wide variety of transactions, including: mergers and acquisitions cross-border transactions joint ventures structured financings debt and equity issuances restructurings bankruptcy-related transactions Richard advises both U.S. and international clients, including multinational financial institutions, private equity funds, hedge funds, asset managers and joint ventures. He has particular experience in the financial services and sports sectors. He also works with individuals and tax-exempt and not-for-profit organizations on their tax matters. Richard began his career as a clerk for the U.S. Court of Appeals for the Fourth Circuit Judge J. Michael Luttig and then went on to clerk at the U.S. Supreme Court for Associate Justice Clarence Thomas. Prior to joining Proskauer, he most recently practiced at Sullivan & Cromwell as well as Wachtell, Lipton, Rosen and Katz.

Robert Sutton

Robert Sutton is a partner of Proskauer's Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related to the formation and operation of private equity, credit, real estate, infrastructure, hedge and other private funds. Rob has a deep knowledge of the market practice of asset managers and in particular, as it relates to Advisers Act-related issues. From some of the largest and most sophisticated firms in the global asset management industry to start-ups and mid-sized firms, Rob’s experience includes a wide spectrum of funds and asset classes across their life cycles. Rob regularly advises on matters in connection with: U.S. investment adviser registration and regulation; Advisers Act and other U.S. securities law issues relating to the formation, marketing and offering of private funds; Identifying and managing conflicts of interest, and addressing related Advisers Act risks, SEC examinations, and exam readiness preparation; Design and implementation of investment adviser compliance policies and procedures; U.S. regulatory issues relating to purchases and sales of investment advisory businesses (minority stake and control stake transactions, buy-side and sell-side representations); Advisers Act and other U.S. regulatory issues relating to private fund restructurings and recapitalizations, strip sales, continuation fund formations and similar transactions; Advisers Act issues relating to the formation of SPACs by investment advisers; and, Investment Company Act status analyses of private fund structures, investment transaction structures and other non-registered investment company structures.

Robert Freeman

Robert Freeman is a partner in Proskauer's Corporate Department, co-head of the Technology, Media & Telecommunications Group and a member of the Sports Law Group. For over two decades, Rob has helped to structure and negotiate the transactions that shape the way consumers access and view content. As the co-head of Proskauer’s TMT group, Rob leads a team of attorneys focused on media, sports, entertainment and technology, representing clients such as Warner Bros. Discovery, Cox Communications, AMC Networks, The Big Ten Conference, TMRW Sports, ForgeLight, DISH/Sling, Hulu, NBA Media and NFL Media, among many others. Rob’s work for these clients includes a broad array of corporate transactions ranging from the negotiation of complex media and sports rights and content distribution agreements, including over both traditional (e.g., cable, satellite, telco) and digital (e.g., Internet, wireless) platforms, to the creation of joint ventures, strategic alliances and complex commercial licensing arrangements and industry-specific mergers and acquisitions. Most recently, Rob also has advised multiple clients on first-of-their-kind transactions related to sports betting. Recent examples of Rob’s work include representing ForgeLight LLC in its acquisition of a majority stake in Univision Holdings, Inc, the leading Hispanic media company in the U.S.; Discovery in its $2 billion+ joint venture with the PGA Tour to form “GOLFTV” and subsequent acquisitions of Golf Digest and Golf Channel Latin America; Cox Communications in the negotiation of the largest content acquisition deal in Cox’s history with The Walt Disney Company, which included all of Disney’s cable networks, ABC’s broadcast stations, and the ESPN family of programming services; and The Stars Group in its groundbreaking partnership with FOX Sports, which included the launch of sports betting platform FOX Bet and an equity investment by FOX of over $240 million in The Stars Group. Rob is a frequent lecturer on sports, media, intellectual property, licensing, emerging technology, digital rights and sponsorship issues and is the editor of Proskauer’s “Three Point Shot” sports e-newsletter. He is a longtime member of the Board of Directors of the T. Howard Foundation, whose mission is to increase diversity in the media and entertainment industries. Rob has also chaired the Golf Committee for the March of Dimes’ annual golf outing in the NYC area.

Robert Projansky

Robert M. Projansky is a partner in Proskauer's Employee Benefits & Executive Compensation Group and is currently a member of Proskauer's Executive Committee. Rob has a broad practice advising both multiemployer and single employer clients on all issues related to the legal compliance and tax-qualification of ERISA-covered pension and welfare plans. Rob’s clients include the largest and highest-profile U.S. media and entertainment industry clients, as well as a broad range of Fortune 500 companies. In the multiemployer context, he serves as counsel to the boards of trustees of a number of large and small funds and frequently assists clients in addressing issues related to the funding of defined benefit pension plans, including zone status, benefit suspensions, special financial assistance and withdrawal liability. He also advises these clients on healthcare compliance, cybersecurity and government investigations. In addition, his practice includes advising corporate clients on their responsibilities related to multiemployer plans, with particular expertise on the impact of multiemployer and collectively bargained plans in corporate transactions. Rob has extensive experience advising corporate clients regarding general compliance issues and fiduciary compliance matters, including plan asset and prohibited transaction issues. He also has addressed a myriad of issues related to complex plan investments, including negotiation of separately managed and collective investment vehicles for both traditional and alternative investments such as hedge funds, private equity funds and fund-of-funds vehicles. Rob is a widely sought after speaker on topics related to employee benefits, fiduciary, cybersecurity and government investigations and speaks each year at the annual conference and various other conferences sponsored by the International Foundation of Employee Benefit Plans, the largest educational organization in the employee benefits industry. Rob currently serves as one of the nine Advisory Directors on the Board of Directors of the International Foundation.

Robert Cantone

Robert Cantone is a corporate lawyer advising clients on transactional, corporate governance and disclosure matters. His practice is broad-based, with particular emphasis on the representation of public companies in the life sciences sector. His transactional practice focuses on mergers and acquisitions and strategic alliances structured to advance innovative technologies. Working with management teams and boards of directors, Robert also advises on corporate governance policies, as well as matters relating to activist defense. Robert advises clients on public disclosures regarding a range of important corporate developments.

Robin Painter

Robin A. Painter is a partner in Proskauer’s market-leading Private Funds Group and was global co-head of that practice for several years. She also previously served as co-head of the Firm's corporate department. She has a global network of clients and contacts developed over her more than 30 years of experience in the private equity and venture capital industry. She advises fund managers, institutional investors and investment advisors on a broad range of issues, including structuring private investment funds, portfolio investments, spin-outs, secondary transactions, internal governance and divestments and distributions. The majority of Robin’s practice involves representing sponsors in structuring private investment funds and funds of funds and representing U.S. and global institutional investors and investment advisors in the private equity field. She routinely supervises teams of lawyers that represent sponsors in structuring their funds and institutional investors, or their advisors, in their investments across the alternative asset class. Robin also represents large institutional investors, or their advisors, in connection with the acquisition and sale of secondary partnership interests, and she has been involved in several of the largest bulk purchases of partnership interests in the industry. Over the last few years, Robin has managed teams of lawyers in fund structuring projects with capital commitments of well over $10 billion, and also has advised clients on significant secondary transactions, spin-outs and restructurings. Robin has served as an adjunct professor and guest lecturer at several law and business schools, including Harvard School of Law, the Copenhagen Business School, Oxford University, MIT Sloan School, Yale School of Management and Boston College Law School. A frequent lecturer, author and industry board member, Robin takes an active role in the global private equity community. Some of her more recent lecture topics have included: - Nuts and Bolts of Forming a Venture Capital Fund - Private Equity Secondaries as an Asset Class - Connecting with Your Firm's Fundraising Efforts - Terms & Conditions: Ensuring a Successful Platform for All Parties - The LPs Perspective on Alternative Assets

Ron Franklin

Ron D. Franklin is co-head of Proskauer's Corporate Finance Group and leads Proskauer's Fund Finance practice.  He advises clients across a broad spectrum of finance issues, including secured and unsecured lending transactions, domestic and cross-border acquisition financings, all types of fund financings, project financings, workouts, restructurings and general banking concerns. He also counsels corporate clients regarding stock and asset acquisitions, contract negotiations, and general corporate matters. Prior to joining Proskauer, Ron worked with another prominent law firm located in New York.

Ronald Sernau

Ron Sernau is part of New York’s real estate industry inner circle and has more than 37 years of experience in real estate law. His clients, some of which have relied on his advice for decades, routinely involve him in their strategic decision making. Ron offers clients the insight he has gained by representing opposing interests in similar transactions. He has advised landlords and tenants, lenders and borrowers, purchasers and sellers, equity investors and developers, managers and owners, and brokers and principals. Ron represents prominent New York City real estate developers in their investments in, and development of, premier properties. Various businesses, from large publicly traded companies to boutique investment firms, engage him to address their real estate concerns. He also provides general legal advice to luxury retailers, with a focus on real estate issues. At Proskauer, Ron serves as the co-chair of the Real Estate Department and co-chair of the Private Equity Real Estate practice. An avid speaker on real estate topics, Ron has appeared before groups sponsored by the Association of the Bar of The City of New York, the New York Hospitality Council, Inc., the New York State Bar Association, the Georgetown Commercial Leasing Institute, CB Richard Ellis, Inc., the Association of Attorneys and Executives in Corporate Real Estate, Practising Law Institute, The Real Estate Board of New York, Inc. and the American College of Real Estate Lawyers.

Russell Hirschhorn

Russell L. Hirschhorn is co-head of Proskauer’s premier ERISA Litigation Group, which is a significant component of the firm’s ERISA Practice Center and globally renowned Labor and Employment Law Department. Russell’s practice focuses on employee benefits issues arising under the Employee Retirement Income Security Act of 1974 (ERISA), including class action and complex litigation, U.S. Department of Labor and Internal Revenue Service investigations, and counseling clients on best practices to avoid litigation. Russell has more than two decades of experience representing plan sponsors, fiduciaries, trustees, and service providers across the country. His work on behalf of clients has included all types of plans, including 401(k) plans, 403(b) plans, defined benefit plans, employee stock ownership plans, executive compensation plans, health and welfare plans, multiemployer plans, multiple employer plans, and severance plans. And, it has included the full gamut of claims arising under ERISA, including excessive investment and plan administration fees and investment underperformance claims; cash balance plan litigation; claims for benefits; company stock fund cases; claims for delinquent contributions; ERISA § 510 claims; ERISA statutory claims; ESOP litigation; executive compensation claims; independent contractor claims; independent fiduciary representations; multiemployer fund litigation; plan service provider claims; recoupment of plan overpayments; retiree benefits claims; severance plan claims; and withdrawal liability claims. Deeply dedicated to pro bono work, Russell has been recognized on several occasions for his commitment to pro bono work including by President George W. Bush in receiving the U.S. President’s Volunteer Service Award. His pro bono work has included serving as lead litigation counsel in several impact litigations: on behalf of social security recipients whose benefits were unlawfully suspended based on an outstanding warrant, deaf and hard of hearing prisoners in Louisiana prisons seeking disability accommodations, and Swartzentruber Amish in upstate New York to obtain religious exemptions from certain building code requirements. Russell also was a principal drafter of several amicus briefs for the Innocence Project, a legal non-profit committed to exonerating wrongly convicted people.

Sandra Lee Montgomery

Sandra Lee Montgomery is a recognized leader in banking & finance having closed more than $5 billion in transactions for first- and second-lien senior lenders, mezzanine investors and equity sponsors across the country in 2021 alone. Sandra is a member of Proskauer’s Executive Committee, the Women Partners Advisory Committee and she was the co-Chair of the New Business Committee for the last four years. She is also a mentor in the Firm’s Diverse Lawyer Mentoring Circle Program. Her areas of focus include acquisitions, recapitalization and other leveraged financings, cash flow and asset-based financings, debtor-in-possession and exit financings, cross-border financings, unitranche and mezzanine financings and restructurings. Sandra has industry experience in a wide range of business sectors including retail, technology, transportation, manufacturing, distribution, general industrial, import/export, agriculture and services. She has extensive knowledge of Article 9 of the Uniform Commercial Code and other laws that relate to secured transactions. Sandra has also handled numerous cross-border transactions involving Australia, Barbados, Brazil, Canada, the Cayman Islands, England, Hong Kong, Malaysia, Mexico, the Netherlands, Puerto Rico, Scotland and Singapore.

Sarah Cherry

Sarah K. Cherry is a partner in Proskauer's Corporate Department and a member of the Private Funds Group. Her practice is focused on the representation of U.S. and non-U.S. private equity funds and managers in capital formation, regulatory compliance and operational issues. Sarah also regularly represents institutional investors and funds-of-funds in their investments in U.S. and non-U.S. private equity funds both in primary and secondary transactions. In addition, Sarah advises clients in relation to internal general partner dynamics and management company issues.

Scott Faust

Scott A. Faust is a partner in Proskauer's Labor & Employment Law Department, co-head of the Strategic Corporate Planning Group and a member of the Labor-Management Relations Group. He focuses his practice on all aspects of labor and employment law, and regularly handles collective bargaining negotiations, arbitration, mediation, counseling and litigation of labor and employment disputes on behalf of his clients. Labor-Management Relations Scott represents employers in collective bargaining negotiations, grievance arbitrations, union organizing campaigns, work stoppages, labor injunction proceedings and proceedings before the National Labor Relations Board. He also has extensive experience advising distressed companies and their creditors, as well as buyers and sellers involved in M&A transactions in labor-intensive industries. Scott has negotiated numerous collective bargaining agreements with the United Steelworkers in more than a dozen U.S. states as well as in Canada. He also has negotiated agreements with the United Auto Workers, Canadian Auto Workers, SEIU, Teamsters, Machinists, Operating Engineers, Carpenters, Painters, United Plant Guard Workers, Electrical Workers, Sheet Metal Workers, Chemical Workers, Food and Commercial Workers, Massachusetts Nurses Association and Typographers unions. Employment Litigation and Counseling Scott represents employers in labor and employment disputes in state and federal courts and administrative agencies, as well as in mediation and arbitration. Cases he has handled include matters involving wrongful discharge, ERISA, employment discrimination, related employment torts, enforcement of and challenges to non-competition agreements, and administrative proceedings before state and federal agencies. He has litigated cases in state and federal courts in Massachusetts, Pennsylvania, West Virginia, Ohio, Utah, Colorado and North Carolina, including appeals to the U.S. Courts of Appeals for the First and Tenth Circuits. He also provides day-to-day counseling on general employment matters, including equal employment opportunity and discrimination issues, development of employment policies, workplace restructuring, and employment law compliance. Thought Leadership Scott has published articles and given recent presentations on such subjects as Labor and Employee Benefits Issues in Corporate Transactions, Issues and Opportunities in Labor Intensive M&A Transactions, Trends in Private Sector Collective Bargaining, Electronic Workplace Monitoring and Surveillance, Duty to Provide Information in Bargaining, NLRA Compliance Issues, and Strikes in the Health Care Industry. Scott has been ranked in Chambers USA as a leader in labor and employment law.

Seetha Ramachandran

Seetha Ramachandran is a partner in Proskauer's Litigation Department, and a member of the White Collar and Asset Management Litigation practices. An experienced trial and appellate lawyer, Seetha has conducted 10 criminal jury trials, argued 10 appeals before the U.S. Court of Appeals for the Second Circuit, and handled ancillary civil proceedings in forfeiture cases. Seetha is a leading expert in anti-money laundering (AML), Bank Secrecy Act, economic sanctions and asset forfeiture matters. Her practice focuses on white collar and regulatory enforcement defense, internal investigations, and compliance counseling. She represents banks, broker dealers, hedge funds, private equity funds, online payment companies, and individual executives and officers in high stakes and sensitive matters. Seetha has deep experience representing institutions and individuals in financial penalty phase of criminal and regulatory matters, and is often retained to litigate forfeiture and restitution claims on behalf of victims and third parties in criminal cases, as well as handling these issues for individual defendants. Seetha served as a federal prosecutor for nearly 10 years, including as Deputy Chief in the Asset Forfeiture and Money Laundering Section (AFMLS), Criminal Division, U.S. Department of Justice. She was the first head of DOJ’s Money Laundering & Bank Integrity Unit, where she supervised DOJ’s first major AML prosecutions, and oversaw all of the Criminal Division’s AML cases. In that role, Seetha coordinated closely with state and federal banking regulators, including FinCEN, the OCC and the New York State Department of Financial Services, giving her deep experience with how these agencies work together, especially in matters involving civil and criminal liability. Her work developing and charging criminal cases under the Bank Secrecy Act (BSA) formed the model for AML enforcement that regulators and prosecutors follow today. Seetha also served as an Assistant U.S. Attorney for the Southern District of New York for nearly six years, in the Complex Frauds, Major Crimes and Asset Forfeiture units where she investigated and prosecuted white-collar cases involving a wide range of financial crimes, including bank fraud, mail and wire fraud, tax fraud, money laundering, stolen art and cultural property, and civil and criminal forfeiture cases. Seetha is a frequent speaker and prolific author on topics including enforcement trends in the financial services industry, OFAC sanctions, effective AML programs and asset forfeiture.

Seth Safra

Seth J. Safra is co-chair of Proskauer’s Employee Benefits & Executive Compensation Group. Described by clients as “extremely knowledgeable, practical, and strategic,” Seth advises clients on compensation and benefit programs. Seth’s experience covers a broad range of retirement plan designs, from traditional defined benefit to cash balance and floor-offset arrangements, ESOPs and 401(k) plans—often coordinating qualified and non-qualified arrangements. He also advises tax-exempt and governmental employers on 403(b) and 457 arrangements, as well as innovative new plan designs; and he advises on ERISA compliance for investments. On the health and welfare side, Seth helps employers provide benefits that are cost-effective and competitive. He advises on plan design, including consumer-driven health plans with HSAs, retiree medical, fringe benefits, and severance programs, ERISA preemption, and tax and other compliance issues, such as nondiscrimination and cafeteria plan rules. Seth also advises for-profit and non-profit employers, compensation committees, and boards on executive employment, deferred compensation, change in control, and equity and other incentive arrangements. In addition, he advises on compensation and benefits in corporate transactions. Seth represents clients before the Department of Labor, IRS and other government agencies.

Stephanie Heilborn

Stephanie Heilborn is a partner in Proskauer's Private Client Services Department, leads Proskauer's International Private Client Services group and is a current member of Proskauer's Executive Committee. Stephanie counsels some of the world’s wealthiest families and largest financial institutions in the implementation of complex tax-planning strategies, international estate planning and trust administration as well as fiduciary litigation. She assists in the formation and provision of corporate tax advice to private foundations and other tax-exempt organizations. She also has experience in forming and advising domestic and international family offices regarding estate and tax planning. Stephanie frequently lectures and writes on estate-planning topics and has been quoted by The New York Times and Forbes. She has served as an Adjunct Associate Professor of Law at Brooklyn Law School.

Stephen Gruberg

Steve is a partner in Proskauer's Corporate Department and a member of Proskauer's Private Credit Group and Proskauer's Leveraged Finance Group. His principal focus is the representation of leading private credit providers, direct lenders and investment banks in a wide range of leveraged loan transactions across the capital structure spectrum, with a particular focus on leveraged sponsor buyouts, acquisition financings and leveraged recapitalizations.  Steve has industry experience in a wide range of business sectors including healthcare, software, restaurants, industrial and manufacturing, retail and financial services.   Steve’s clients include many of the market leaders in upper-middle and middle-market lending space, including Ares Capital, Antares Capital, Golub Capital, KKR Capital, NXT Capital, Varagon Capital, UBS and Morgan Stanley.

Stephen Rubin

Stephen W. Rubin is the former co-head of Proskauer's Private Equity Group and concentrates on representing sponsors of private equity funds. Steve has represented Charterhouse Group Inc., one of the leading private equity firms, in connection with the formation of each of its equity funds, as well as with respect to the related fundraising and negotiations with investors. He also has represented Charterhouse in the acquisition and disposition of most of its portfolio companies, including Charter Communications, CelluTissue Corporation, Oakleaf Waste Management, American Disposal Services, Cross Country Healthcare and Del Monte Foods. In addition, Steve represented Celebrity Cruise Lines in connection with its sale to Royal Caribbean International.

Stephen Boyko

Stephen A. Boyko is the co-chair of Proskauer's Corporate Department and a member of The Private Credit Group. His primary focus is in finance transactions, particularly those involving private sources of capital. He represents one of the largest client rosters in the industry, including an array of specialty finance companies, private debt funds, business development companies (BDCs), CLOs, sovereign wealth funds, insurance companies, hedge funds, private equity investors and issuers in connection with leveraged buyouts, growth capital investments, acquisition financings, going-private transactions, management buyouts, as well as other finance-related transactions, including innovative, first-in-kind transactions across the U.S. and in the UK. Steve has had extensive experience in intercreditor and interlender issues, secured creditor and bankruptcy rights, debt restructurings, and private equity investments. In the past 20 years, he has closed finance transactions with an aggregate value of approximately $75 billion. Steve has had extensive experience in intercreditor and interlender issues, secured creditor and bankruptcy rights, debt restructurings, and private equity investments. In the past 20 years, he has closed finance transactions with an aggregate value of approximately $75 billion. Steve actively represents over 50 clients in transactions that have ranged from $5 million to $1 billion. Steve also has extensive capital markets experience, including the representation of issuers and underwriters in offerings of high-yield securities, debentures, medium-term notes, preferred stock, common stock and other structured securities.

Stephen Mears

Stephen T. Mears is a partner in Proskauer’s market-leading Private Funds Group and was co-head of that practice for several years. He concentrates on private investment funds, including venture capital, growth equity and buyout funds. He represents fund sponsors in all aspects of fund formation, operation and management, including fund structuring, portfolio investments, sales and distributions, internal governance and management, regulatory compliance and ongoing maintenance and administration. Stephen also represents institutional investors in connection with their participation in private investment funds Stephen has recently represented sponsors in raising funds ranging in size from under $100 million to over $2.5 billion. Representative clients include: - GenCap America - General Catalyst Partners - New Enterprise Associates - Sterling Partners - Thrive Capital Partners

Steven Kirshenbaum

Steve Kirshenbaum is a corporate lawyer counselling clients in complex strategic transactions, corporate governance matters, and other commercial issues. Steve is a former member of Proskauer's seven-person Executive Committee, co- Chair of Proskauer's  Corporate Department and Managing Partner of Proskauer's Paris office. Steve has extensive experience advising on a wide range of domestic and international/cross-border acquisitions and dispositions, joint ventures, reorganizations and other business combinations and related commercial transactions. Boards of directors and management teams also look to Steve for strategic and practical business oriented judgment across a full range of other public company, operational and general corporate activities. He has advised clients in many different industries including manufacturing and distribution, technology, health care, entertainment and media, hospitality, farming and food production, industrial packaging, logistics, automotive, printing, insurance and financial services, building products, defense technologies, apparel and fashion, and retail sales. Steve’s clients have included, among others, public companies such as Henry Schein, Inc., Ascena Retail Group, United Industrial Corporation, Finley Enterprises, Inc. and C&D Technologies, Inc.; European companies including The Laird Group Plc., Tyman Plc., Dealogic Plc., Allied Domecq Plc, Belron S.A.,  The Albert Fisher Group Plc, Bollore SE, Bull SA, Club Méditerranée S.A., Cassina S.p.A., and Mauser-Werke GmbH; as well as private equity funds and individual entrepreneurs. Steve also has experience leading transactions in a chapter 11 reorganization context, including, among others, the sale by an Australian client of the  Bonwit Teller store chain; the sale of a motion picture and video distribution company; the acquisition of three Mississippi stern-wheeler luxury cruise vessels (including the historic landmark, The Mississippi Queen); the acquisition by a German client of a manufacturer and refurbisher of industrial bulk containers; and the acquisition by a UK client of an auto-glass company with multiple locations. Steve has served on the board of directors of Ascena Retail Group (the Fortune 500 parent of seven retail fashion brands including Ann Taylor, the Loft, Lane Bryant and dressbarn), and on the boards of directors of Lawyers Alliance of New York, a not-for-profit provider of pro bono legal assistance, and the Summit Music Festival. He also chaired Practising Law Institute courses on negotiating commercial transactions and has sat on bar association committees.

Steven Lichtenfeld

Steven L. Lichtenfeld is co-head of Proskauer's market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge funds, and pension advisors regarding public offerings and private placements of real estate-related debt and equity securities, real estate-related mergers and acquisitions, real estate preferred equity investments and joint ventures, real estate-related senior and mezzanine financings and other corporate, partnership and limited liability company matters. Steven has a unique skill set that allows him to quarterback a broad spectrum of transactions including public REIT offerings (both traded and non-traded), real estate mergers and acquisitions, real estate preferred equity investments and joint ventures and real estate recapitalizations and reorganizations. Steven also counsels his public REIT and other clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues and compliance matters as well as defensive measures and takeover tasks. Steven is a prolific author and speaker, having penned numerous articles and lectured before dozens of organizations throughout the country on various real estate capital markets, real estate private equity and real estate finance topics. Steven is also a member of the Board of Spark Youth NYC and is active on his Urban Land Institute council, UDMUC Bronze.

Steven Weinstein

Steven D. Weinstein is a partner in Proskauer's Employee Benefits & Executive Compensation Group and co-head of Proskauer's Strategic Corporate Planning Group. He has been practicing in the employee benefits field since 1984, representing clients sponsoring single employer and Taft-Hartley pension and welfare plans. Steven advises clients in all aspects of pension plan tax qualification and plan administration, including drafting of plan documents and employee communications; providing advice relating to corporate acquisitions and mergers; and negotiating investment management agreements, trust agreements, recordkeeping and custodial contracts, and other plan-related contracts. In the tax-qualified plan area, Steven assists clients concerning the rules relating to discrimination testing, participation, vesting, cash or deferred arrangements, plan limitations and plan distributions. He also counsels clients regarding voluntary correction programs offered by the Internal Revenue Service and Department of Labor. In addition, he counsels a wide array of clients on issues relating to fiduciary responsibility in connection with the administration and operation of employee benefit programs, particularly with respect to advice relating to the investment of plan assets. The latter advice includes the rules governing investment diversification, determination of plan assets, foreign indicia of ownership, prohibited transactions, and exclusive benefit and prudence. He also advises employers in connection with the implementation of all phases of reduction-in-force programs, including the drafting of severance plans and related documents, as well as employee communications required to effect these programs. Steven has wide-ranging experience with health and welfare plans, particularly regarding the new rules issued under the Affordable Care Act (ACA). As a member of Proskauer’s interdisciplinary Health Care Reform Task Force, he assists clients and other Proskauer lawyers in preparing for the numerous changes resulting from ACA. His experience is extensive in advising Fortune 500 companies with respect to the structure of their benefit plans and how such plans may be affected by corporate transactions. He also regularly counsels plan fiduciary committees as to best procedural practices to reduce potential exposure to fiduciary breach claims. His clients are most frequently in the manufacturing, financial services and entertainment sectors. Steven has significant experience in assisting clients with the implementation and ongoing operation of non-qualified retirement plans and other types of executive compensation, including issues relating to ERISA coverage, and Section 409A and Section 457A compliance. He also advises clients in connection with executive employment agreements and change-in-control or severance arrangements.

Steven Ellis

Steven M. Ellis is the former Chair of Proskauer. He is a partner in Proskauer’s market-leading Private Credit Practice, a practice that Steve proudly founded and led to its dominant position in the market today, serving as head of that practice for over 15 years. During his tenure as Chair of Proskauer, the Firm achieved record financial results and dramatically expanded its transactional platform and private capital offering. With a client roster boasting over 75 asset managers, he has represented an array of secured lenders, second lien lenders, debt funds and private equity funds in all types of transactions from recapitalizations to acquisitions. He specializes in private credit financing transactions, including innovative, first-in-kind structures. Steve serves as an active board member for Team IMPACT, Inc., a non-profit dedicated to improving the lives of kids battling diseases. A network of volunteers, coaches and players, Team IMPACT matches children facing serious or chronic illnesses with college athletic teams to form relationships that have life-changing outcomes.

Steven Hurd

Steve has extensive trial and appellate experience, in both federal and state courts, focusing on claims of alleged individual and class discrimination, sexual harassment, wage and hour violations, FINRA, whistleblowing and retaliation, defamation, fraud, breach of contract, wrongful discharge and other statutory and common law claims. Steve also advises clients on employment litigation avoidance, litigation strategy and alternative forms of dispute resolution. Steve also handles matters involving drafting, enforcing, and defending restrictive covenants, and protecting trade secrets. Steve is a partner in Proskauer's Labor & Employment Law Department and co-head of Proskauer's Employment Litigation & Arbitration Practice Group and is a member of Proskauer's Restrictive Covenants, Trade Secrets & Unfair Competition Group. Steve helps his clients stay in compliance with the ever-changing employment regulations with respect to FLSA and state law wage and hour requirements by providing advice and conducting comprehensive audits. Steve conducts investigations pertaining to reductions-in-force and individual employee terminations, and claims of gender, race, national origin, and disability discrimination. Steve earned his J.D. degree from Albany Law School, magna cum laude, and his B.A. from the University of Notre Dame, cum laude. He is admitted to and has practiced and handled cases in multiple jurisdictions around the country.

Steven Pearlman

Steven J. Pearlman is a partner in Proskauer's Labor & Employment Law Department and Co-Head of the Whistleblowing & Retaliation Group and the Restrictive Covenants, Trade Secrets & Unfair Competition Group. Steven’s practice covers the full spectrum of employment law, with a particular focus on defending companies against claims of employment discrimination, retaliation and harassment; whistleblower retaliation; restrictive covenant violations; theft of trade secrets; and wage-and-hour violations. He has successfully tried cases in multiple jurisdictions, and defended one of the largest Illinois-only class actions in the history of the U.S. District Court for the Northern District of Illinois. He also secured one of only a few ex parte seizures orders that have been issued under the Defend Trade Secrets Act, and obtained a world-wide injunction in federal litigation against a high-level executive who jumped ship to a competitor. Reporting to boards of directors, their audit committees, CEOs and in-house counsel, Steven conducts sensitive investigations and has testified in federal court. His investigations have involved complaints of sexual harassment involving C-suite officers; systemic violations of employment laws and company policies; and fraud, compliance failures and unethical conduct. Steven has served on Law360’s Employment Editorial Advisory Board and is a Contributor to Forbes.com. He has appeared on Bloomberg News (television and radio) and Yahoo! Finance, and is regularly quoted in leading publications such as The Wall Street Journal. The U.S. Chamber of Commerce has engaged Steven to serve as lead counsel on amicus briefs to the U.S. Supreme Court and federal circuit courts of appeal. He was appointed to serve as a Special Assistant Attorney General for the State of Illinois in employment litigation matters. He has presented with the Solicitor of the DOL, the Acting Chair of the EEOC, an EEOC Commissioner, Legal Counsel to the EEOC and heads of the SEC, CFTC and OSHA whistleblower programs. He is also a member of the Sedona Conference, focusing on trade secret matters.

Steven Peck

Steve Peck is a partner in Proskauer's Corporate Department and member of the firm’s Private Equity and Mergers & Acquisitions Group and its Structured Private Capital Group. He represents sophisticated private investment funds, multi-national corporations and other market participants in their most challenging transactional matters. Steve's broad practice focuses on private equity buyouts, mergers and acquisitions, growth equity, minority investments and distressed transactions. His buyout and M&A experience includes transactions ranging from middle market to multi-billion dollar transactions in a variety of industry sectors, including healthcare, software and SaaS based companies, financial services (including fund manager M&A), other human capital management companies, manufacturing and consumer/retail. As a member of the Structured Private Capital Group, Steve has deep experience with non-traditional equity transactions, including debt-like preferred equity as third party financing, equity kickers and co-investments for private credit investors and debt for equity swaps, lender remedies and related transactions involving troubled companies.

Stuart Rosow

Stuart Rosow is a partner in Proskauer's Tax Department and a leader of the transactional tax team. He concentrates on the taxation of complex business and investment transactions. His practice includes representation of publicly traded and privately held corporations, financial institutions, operating international and domestic joint ventures, and investment partnerships, health care providers, charities and other tax-exempt entities and individuals. For corporations, Stuart has been involved in both taxable and tax-free mergers and acquisitions. His contributions to the projects include not only structuring the overall transaction to ensure the parties' desired tax results, but also planning for the operation of the business before and after the transaction to maximize the tax savings available. For financial institutions, Stuart has participated in structuring and negotiating loans and equity investments in a wide variety of domestic and international businesses. Often organized as joint ventures, these transactions offer tax opportunities and present pitfalls involving issues related to the nature of the financing, the use of derivations and cross-border complications. In addition, he has advised clients on real estate financing vehicles, including REITs and REMICs, and other structured finance products, including conduits and securitizations. Stuart's work on joint ventures and partnerships has involved the structuring and negotiating of a wide range of transactions, including deals in the health care field involving both taxable and tax-exempt entities and business combinations between U.S. and foreign companies. He has also advised financial institutions and buyout funds on a variety of investments in partnerships, including operating businesses, as well as office buildings and other real estate. In addition, Stuart has represented large partnerships, including publicly traded entities, on a variety of income tax matters, including insuring retention of tax status as a partnership; structuring public offerings; and the tax aspects of mergers and acquisitions among partnership entities. Also actively involved in the health care field, Stuart has structured mergers, acquisitions and joint ventures for business corporations, including publicly traded hospital corporations, as well as tax-exempt entities. This work has led to further involvement with tax-exempt entities, both publicly supported entities and private foundations. A significant portion of the representation of these entities has involved representation before the Internal Revenue Service on tax audits and requests for private letter rulings and technical advice. Stuart also provides regular advice to corporations, a number of families and individuals. This advice consists of helping to structure private tax-advantaged investments; tax planning; and representation before the Internal Revenue Service and local tax authorities on tax examinations. A frequent lecturer at CLE programs, Stuart is also an adjunct faculty member of the Columbia Law School where he currently teaches Partnership Taxation.

Stuart Coleman

Stuart Coleman has counseled registered funds and their independent board members and market-leading investment advisers for more than 40 years, through cycles of industry expansion and innovation and in times of economic and regulatory crisis. His clients include funds and/or boards in more than 30 well-known complexes (including those with registered hedge and private equity funds, ETFs and BDCs), with assets of nearly 10% of all the money invested in investment companies. Stuart also has represented board litigation committees and has served as an expert in a significant matter before the SEC and in private litigation. A well-known individual in the industry, Stuart has chaired the New York City Bar Association Committee on Investment Management Regulation and has served on the ABA’s Task Force on the Fund Director’s Guidebook. In addition, he has spoken at numerous prominent industry conferences and before industry groups. He is passionate about the performing arts in New York City. He and his wife serve on the boards of a number of dance companies and performing arts venues. Before joining Proskauer, Stuart was the co-managing partner of a national law firm for 12 years.

Wayne Katz

Wayne D. Katz is a partner in Proskauer's Corporate Department, specializing in the sports industry. Wayne's experience includes the representation of the National Basketball Association and National Hockey League in their various corporate matters, including team ownership transfers and team financings. Major transactions he has worked on for the leagues include the NBA’s purchase and sale of the New Orleans Hornets; the NBA's grant of expansion franchises to Toronto, Vancouver and Charlotte; the NHL's grant of expansion franchises to Nashville, Atlanta, Columbus and Minnesota; the NBA’s $3.6 billion League-wide credit facility; and the formation of the Women's National Basketball Association and the National Basketball Development League. He also has worked on several proposed and completed acquisitions and sales of National Football League and Major League Baseball teams, including the sale of the Miami Marlins, Jimmy Haslam’s purchase of the Cleveland Browns, Jeffrey Lurie’s purchase of the Philadelphia Eagles, Robert Wood Johnson IV’s purchase of the New York Jets, Jeffrey Loria’s purchase of a controlling interest in the Montreal Expos, and Ted Lerner’s purchase of the Washington Nationals. In 2002, Wayne handled the seminal transaction in which the owners of the Expos sold the Expos to Major League Baseball and simultaneously purchased the Florida Marlins from John Henry. He also represented Red Bull GmbH in its purchase of the MLS MetroStars (now known as the New York Red Bulls), Cliff Viner in his sale of the NHL Florida Panthers and The Ralph Wilson Trust in its sale of the Buffalo Bills. Wayne has extensive experience with stadium and arena development, financing and lease transactions, including representing the Marlins in its development of Marlins Park in downtown Miami; the NBA in its temporary relocation of the New Orleans Hornets to Oklahoma City; Red Bull in its joint development and lease of a new stadium in Harrison, New Jersey; the Eagles in its financing of Lincoln Financial Field; the Jets in its financing of MetLife Stadium; the Minnesota Vikings in its lease and financing of a new stadium in Minneapolis; and the Cleveland Browns in its stadium renovation financing. Wayne also handles various financing and commercial agreements on behalf of his sports clients, such as bank credit agreements, naming rights agreements, concessions agreements and employment agreements. Outside of sports, Wayne has handled mergers, acquisitions, financings and investments, and has prepared partnership agreements, limited liability company agreements and various other corporate documents, for clients in a wide range of other industries.

William Silverman

William C. Silverman is a partner responsible for leading Proskauer’s global pro bono efforts, which provide assistance to individual clients and nonprofit organizations in litigation as well as transactional matters. He focuses on identifying and securing pro bono opportunities and partnerships for Proskauer lawyers and ensuring widespread participation in these projects. Bill has robust private and public sector experience and a strong criminal and civil background. He has worked extensively on government investigations and white collar criminal matters, as well as complex civil litigation in federal and state courts. He also served as an assistant U.S. attorney in the Southern District of New York, where he led criminal investigations, conducted trials and handled Second Circuit appeals. Throughout his career, Bill has dedicated himself to the promotion of equal access to justice through pro bono service, particularly in the area of family court, anti-trafficking, and immigration. Bill spearheaded a partnership among several law firms, corporations and the New York City Family Court to provide free legal advice to pro se litigants. The New York City Family Court Volunteer Attorney Program now has more than 400 volunteer attorneys from 40 major firms and corporations. Bill also co-authored a groundbreaking report for the New York City Bar Association and the Fund For Modern Courts on how COVID-19 impacted the New York City Family Court. Bill is currently serving as co-chair of the Court Modernization Action Committee (CMAC), a working group of judicial, bar, and community leaders formed to support and advise the New York State Court System in implementing technology to increase efficiency and enhance equal access to justice. Bill serves as counsel to the New York State Anti-Trafficking Coalition. In that capacity he has been a strong advocate for changes in the law and public policy to protect victims of human trafficking and bring perpetrators to justice. He also represents individual clients in this area, including a successful federal lawsuit brought on behalf of a trafficking victim against her traffickers. Outside of his work at the firm, Bill serves on various non-profit boards. Bill is currently chairman of the Fund for Modern Courts, a non-partisan citizen organization devoted to improving New York State courts, and is formerly chairman of Legal Information For Families Today (LIFT), an organization devoted to unrepresented litigants in Family Court.