Private Equity Fund - Life Sciences
Representation of fundless sponsor in raising $100 million second strategic life sciences fund. The fund will invest in biotech, biologic and medical instruments industry segments worldwide, with investors primarily based in Asia.
Seegene - International Counsel
Designated outside counsel to Seegene, Inc., a Seoul-based molecular diagnostics company, in its international product distribution and technology licensing, M&A, corporate and capital markets matters. Seegene has developed innovative technologies for the detection of multiple pathogens (ACP (Annealing Control Primer)TM and DPO (Dual Specific Oligonucleotide)TM).
Consumer Products Manufacturer - Paraguayan Litigation
Representation of an international consumer products manufacturer in a legal action brought against it in Paraguay. We are working with the U.S. State Department to deal with the unusual legal rulings involved.
Individual - International Litigation
Representation of an individual in connection with U.S. litigation relating to a large international litigation in England involving global shipping.
International Arbitration - Business Dispute
Representing an individual in arbitration before the International Centre for Dispute Resolution (the international arm of the American Arbitration Association) in a dispute over the ownership and control of several companies whose operations span three continents.
Stelic Institute & Co. - International Counsel
Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.
Marei von Saher - Restitution of Nazi-Looted Art
Representation of Marei von Saher in her efforts to recover hundreds of Nazi-looted artworks from the collection of her father-in-law, the renowned Dutch art collector and dealer, Jacques Goudstikker.
Commission for Art Recovery - Baron Herzog Collection
Representation of the Commission for Art Recovery in recovering 10 paintings from the Hungarian government that were stolen from the heirs of Baron Herzog, a Hungarian aristocrat, during the Nazi regime. At Herrick's request, Senator Hillary Clinton wrote to the Hungarian Foreign Minister in support of our efforts. Senator Clinton issued a press release regarding her letter and also posted it on her website. To date, Herrick has also garnered support from Senator Lautenberg, Senator Kennedy and Congresswoman Nita Lowey.
Estate of Lea Bondi Jaray - "Portrait of Wally" Restitution
After over ten years of litigation, our client, the Estate of Lea Bondi Jaray, achieved a very favorable settlement in the case of United States v. Portrait of Wally, which has been credited with being one of the first to focus the world's attention on the problem of Nazi-looted art. Egon Schiele's Portrait of Wally was stolen in the late 1930's from Lea Bondi Jaray, a Jewish art dealer and collector, by a Nazi agent. The settlement compensates the heirs for the true value of the painting—$19 million—and provides for permanent signage acknowledging the painting's true provenance to be placed next to the painting after it is returned to the Leopold Museum in Vienna.
Balfour Investors Inc. - Cleancor Joint Venture
Representation of domestic and foreign private equity investors
affiliated with Balfour Investors Inc. (“Balfour”) in connection with
formation of Cleancor Energy Solutions LLC (“Cleancor”) joint venture.
Cleancor is an energy merchant bank focusing on financing for and
investment in clean-fuel start-up or early stage enterprises,
technologies, infrastructure, logistics services and projects. Balfour
is a merchant bank whose principals have acquired assets across a
multitude of industries for more than 35 years.
New York-based Investment Manager - Argentine Joint Venture
Representation of a New York-based investment manager in a joint venture with an Argentine investment advisor in establishing a private investment fund investing in Argentine public equities, debt, private equity and real estate. The initial closing will be approximately $40M in investments with the fund ultimately targeting $300M in investments.
Bienville Capital Management, LLC - Bienville Capital Partners Offshore, Ltd.
Representation of Beinville Captial Management, LLC, an SEC-registered investment adviser, in the formation of Bienville Capital Partners Offshore, Ltd., a Cayman Islands exempted company, which invests in a portfolio of hedge funds managed by third-party managers. Through a tactical overlay strategy, the Fund may also invest up to 25% of its assets in direct investments.
Dryden Capital - Offshore Fund
Representation of a master-feeder hedge fund which invests opportunistically in a long-short balanced portfolio consisting primarily of U.S. equity securities.
International Businesses - U.S. IP Rights
Representation of various non-U.S. businesses in protecting their IP rights in the U.S., including a well-known UK apparel designer, a famous British artist, French technology companies, a Scandinavian media company, a French filmmaker, and a public Canadian technology company.
Co-Owner - Acquisition
Representation of a co-owner in the first acquisition by a North American ownership group of an Italian Serie A Soccer Club.
Private Equity Fund - Clean Technology
Representation of principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.
Bermudian Reinsurer - Creative International Indemnity Plan
Representation of a major Bermudian reinsurer in forming a limited medical benefit indemnity plan for members of an association which included reimbursement for in-patient hospital procedures, surgical benefits, doctor visits, emergency treatment, and accidental death and dismemberment benefits. We helped the reinsurer choose the most appropriate structure to reinsure the plan, drafted the necessary policy and treaty documentation, and analyzed pertinent regulatory issues.
Solar Rainbow LLC - Distribution
Representation of Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributor for China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.
Vintus LLC - Distribution Agreement/Asset Acquisition
Representation of Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.
Offshore Insurer - ERISA Stop-Loss Insurance
Advice to an insurer on providing stop loss insurance to large employers which provide group health insurance coverage to their retirees under self-funded welfare benefit arrangement plans (Section 419E plans under ERISA).
Samsung Corporation - Real Estate Development
Representation of Samsung Corporation of Korea, in connection with a mixed-use real estate development in the New York region. We worked closely with Samsung’s executive and due diligence team in negotiating the purchase and key documents, completing the due diligence and locating a local developer partner in the U.S.
Investment Bank - Ritz Carlton Resort Condominiums
Representation of an investment bank in senior construction financings of resort condominium projects branded by Ritz Carlton in Maui, Hawaii, Rancho Mirage, Philadelphia, and the Turks & Caicos Islands.
Investment Bank - Resort Financings
Representation of an investment bank in the pre-development financing of resort hotel projects in Rancho Mirage California, Bermuda and Rose Island, Bahamas.
Industrial Lifting Facilities Firm - Contract Negotiations
Representation of a Quebec-based industrial lifting facilities firm in negotiating a contract with a U.S. affiliate of a famous global automotive company to design and construct a new state of the art automated lifting facility in upstate New York.
Canadian Hydroelectric Utility - Swap Rate Agreements
Representation of a Canadian hydroelectric utility on the enforceability and possible breaches of interest rate swap agreements it had entered into with one of the largest US insurance companies, which eventually became subject to the US financial bailout program.
European Insurer - Customized Political Risk Coverage
Representation of a major European insurer in designing and drafting an insurance policy covering political risks of an insured's non-European operations (for example, forced abandonment of a foreign country due to a governmental evacuation order). We drafted the policy to address the unique risks facing the insured, such as the potential loss of business income due to the cessation of the insured's operations of a railway in Africa. We also designed it to combine other risks such as pollution liability and coverage for the insured's construction projects.
Marathon Real Estate Opportunity Fund - Sophisticated Transactions
Representation of Marathon Real Estate Opportunity Fund in connection with a number of extremely sophisticated transactions including domestic and international joint ventures and strategic partnerships, acquisition of hotel properties, construction and development of Marriott branded hotels, Florida condominiums and documiniums, acquisition of office complexes in Paris, and the acquisition of one of the largest NYC parking owner/operators.
German Funds - Restructuring
Restructuring of multi-tiered, affiliated German syndication funds acquiring assets throughout the United States.
Heirs of Kazimir Malevich - Amsterdam Settlement
Representation of the heirs of the world-renowned Russian artist Kazimir Malevich in their litigation against the City of Amsterdam to reclaim artworks created by their ancestor. This litigation was successfully settled in April 2008 when the City of Amsterdam returned five Malevich paintings to the heirs.
Sindicatum Carbon Capital - Green Private Equity Fund
Representation of Sindicatum Carbon Capital, an institutionally backed joint venture management company, in establishing a Cayman Islands-based private equity fund formed to make global investments in greenhouse gas reduction projects intended to generate tradable carbon credits pursuant to international treaty mechanisms.
Silverleaf Capital Group - European Real Estate Fund Formation
Representation of Silverleaf Capital Group in forming a Malta based private equity fund to invest in real estate development projects in Croatia, Montenegro and Serbia. We worked with the fund's management and other service providers to structure the fund and draft offering documents and related agreements, and to customize the fund's structure to meet investor demands.
Pan-Pacific - Sale of the Company
Representation of the stockholders of Pan-Pacific Enterprises, Inc., the largest independent distributor of medical X-ray tubes in China, in the sale of the company to Varian Medical Systems, Inc., a publicly traded company.
International Investigation - Market Manipulation
Representation of a foreign citizen in connection with an indictment by the U.S. Attorney’s Office and an SEC investigation alleging market manipulation of multiple OTC securities in the U.S. markets via the internet.
Individuals - Insider Trading
Representation of two foreign citizens in connection with an SEC lawsuit alleging insider trading of a New York Stock Exchange listed security.
Investment Bank - Resort Financings
Representation of an institutional lender in connection with a $65million acquisition and pre-development loan for the construction of a residential golf community and luxury hotel development in Mexico (2008), and in a development loan in Bermuda (2006).
French Pharma Company - Development Agreement
Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.
Drug Developer - Drug Marketing and Distribution
Representation of a scientist/developer of a new drug product licensed to a specialty drug manufacturer for the further development, marketing and distribution in the United States, and in exploring other international business opportunities.
Telecommunications Company - Asset Sale
Representation of a telecommunications company, a long-term client, in the sale of its assets and associated entities to an affiliate of a large public company for more than $100 million plus a 25% interest in the newly formed entity. This was a difficult transaction with a complicated structure; some assets were held in the Dominican Republic and subject to local regulations and approvals prior to the sale, and the seller’s business was regulated by the U.S. Federal Communications Commission.
European Insurer - Filling the Gaps
Representation of a European insurer in drafting an insurance policy for a large French food product company with worldwide operations. The policy covers certain risks not covered by the insured's other insurance policies, such as business interruption losses arising from an act of terrorism resulting in the contamination of the insured's food products.
European Insurer - Chunnel Policy
Representation of a European insurer in structuring an aggregate declared risk capacity contract under which the insurer will provide insurance capacity to one of the world's leading engineering and construction companies for certain lines of insurance, including a cost overrun insurance program for the Channel Tunnel Rail Link.
Foreign Lender - Loan Restructuring
Representation of a foreign lender in the restructuring of a $150 million mezzanine loan to an investment fund, including re-capitalization of certain fund platforms and the sale of certain fund assets.
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
IBE Trade v. Litvinenko - International Litigation Over Privatization
Representation of IBE Trade, an international manufacturer and trader of fertilizers, in a complicated case involving the theft by an employee of an entire factory. IBE Trade purchased the factory from the Bulgarian government as part of a privatization program. An IBE employee named Litvinenko then conspired with rogue elements in Bulgaria to fraudulently seize control of the plant, stripping IBE of its ownership interest.
Bain v. Silverpoint - International Finance Dispute
Representation of the owner of an Estonian galvanized steel plant known as Galvex in his dispute with Silverpoint, a hedge fund. The owner sued Silverpoint for breach of an agreement permitting the owner to sell or restructure the plant's debt, and promising to pay the owner millions of dollars. Silverpoint moved to dismiss the case on jurisdictional and forum non conveniens grounds, but Herrick defeated the motion and the litigation proceeded to a satisfactory conclusion in New York. (Bain v. Silverpoint (Slip Op. N.Y. Co. 2007))
Investment Bank - Resort Financing
Representation of an investment bank in providing senior acquisition financing for a beachfront resort in Bermuda and resort hotel in Santa Fe, New Mexico.
East Asian Government - Acquisition
Representation of the government of an East Asian nation in the acquisition of its main headquarters in New York, including a cultural center.
Private Bank - $100 Million Credit Facility
Representation of a private bank as a facility agent in a $100 million credit facility to an Israeli company that owns interests in financial institutions, real estate and infrastructures, sustainable investments, technology and industrial activity. The company used the proceeds to finance outstanding loans and for working capital purposes. The transaction was structured to minimize withholding taxes required under Israeli law and to allow for additional lenders.
Private Foundation - Drug Research
Representation of a private foundation in connection with university-sponsored research in China into chemical syntheses and manufacturing of chemical products to make high quality, affordable drug products.
Euristates, Inc. - Romanian Investment
Representation of Euristates, Inc., the New York office of a French investment fund, in acquiring a majority stake in a Romanian investment company. This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.
Marei von Saher - Goudstikker Collection - Dutch Restitution
Representation of Marei von Saher in her successful efforts to recover 200 artworks looted from her father-in-law, the renowned Dutch art dealer, Jacques Goudstikker, during the Second World War. The works had been held by the Dutch Government for over 50 years.
Investment Bank - Costa Rica Resort
Representation of a large investment bank in connection with debt and equity investments made with respect to a resort, including golf course, to be constructed on the Pacific coast of Costa Rica.
Rockwood Realty Associates - Sale to DTZ Holdings
Representation of Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.
Severodonetsk Azot - Stopping Improper Government Seizure of Privatized Plant in Ukraine
Representation of a U.S.-based chemical company in a hard-fought dispute over the massive chemical plant, Severodonetsk Azot, in Eastern Ukraine. Corrupt political forces in Ukraine took control of our client’s plant through the commencement of a bogus lawsuit in Kiev and the outright seizure of the plant by a private militia. Herrick argued an appeal in Kiev’s court of appeals and also met, in Kiev, with Ukrainian ministries and the U.S. Embassy as part of a concerted effort to exert political pressure on the Ukrainian government to end the illegal actions.
Major Hedge Fund - Internet Investments
Representation of a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.
Marei von Saher - Recovery of Nazi-Looted Painting (Edgar Degas)
Representation of Marei von Saher in connection with her recovery of a drawing by Edgar Degas ("Four Nude Female Dancers Resting") from the Israel Museum in Jerusalem, that was looted from the collection of her father-in-law, the renowned Dutch art collector, Jacques Goudstikker.
Deutsche Waggonbau - Long Island Railroad
Representation of Deutsche Waggonbau, the largest manufacturer of passenger cars in the world, in orchestrating the business, legal, regulatory and technical aspects of the $250 million project to supply the Long Island Rail Road with state-of-the-art railcars.
Marei von Saher - Recovery of Nazi-Looted Painting (Jacopo Bassano)
Representation of Marei von Saher in connection with her recovery of a painting by the Studio of Jacopo Bassano ("The Annunciation to the Shepherds"), that was looted from the collection of her father-in-law, the renowned Dutch art collector, Jacques Goudstikker.
Base Metal Trading S.A. v. Russian Aluminum - Battle Between Russian Oligarchs
When Russia's famous "Aluminum Wars" reached U.S. shores, Herrick represented of one of the plaintiff groups in U.S. Federal court litigation against entities controlled by Russian oligarchs Oleg Deripaska and Mikhail Chernoy. (Base Metal Trading S.A. v. Russian Aluminum. 2002 U.S. Dist. Lexis 8516 (S.D.N.Y. 2002))
Japanese Company - Mortgage Restructuring and Real Estate Acquisitions in Asia
Representation of a Japanese company in negotiations held in Tokyo with UFJ Bank to restructure $30 million in mortgage debt encumbering property in Tokyo. We then represented a Japanese joint venture involving the company in its purchase and mixed-use development of a property in the Kakinokizaka district of Tokyo and in the purchase of property on Yao Yai Island near Phuket, Thailand.
Egyptian Government - U.S. v. Schultz
Counseled the Egyptian government in connection with the successful U.S. prosecution of a defendant accused of conspiring to smuggle Egyptian antiquities.
Nihon Sangyo Kabushiki Kaisha v. Nakahara - Empire State Building Battle
Representation of Hideki Yokoi, a famous Japanese billionaire, in the celebrated battle for control of the Empire State Building. The tycoon sued his daughter, Kiiko Nakahara, and her husband, accusing the couple of improperly taking ownership and control of nine chateaux in France, four castles in Great Britain, Oheka Castle on Long Island, and the Empire State Building. The case was the subject of a front-page expose in The Wall Street Journal and is chronicled extensively in Mitchell Pacelle's book, Empire; A Tale Of Obsession, Betrayal And The Battle For An American Icon, Wiley, 2001.
Marei von Saher - Recovery of Nazi-Looted Painting (J.W. de Cock)
Representation of Marei von Saher in connection with her recovery of a painting by the Dutch pre-Renaissance painter J.W. de Cock ("The Temptation of St. Anthony"), that was looted from the collection of her father-in-law, the renowned Dutch art collector, Jacques Goudstikker. This was the first painting from the Goudstikker collection to be restituted to the family.
Malevich Heirs - Sale of "Suprematist Composition"
Representation of the heirs of Kazimir Malevich in connection with the auction sale of a Malevich work recovered from the Museum of Modern Art, New York. The sale was noted as one of the top ten art sales of the year 2000.
Heirs of Kazimir Malevich - Various Restitutions
Representation of the heirs of Kazimir Malevich, the noted early Twentieth Century avant-garde artist, in connection with the recovery of his works from the Museum of Modern Art and the Busch-Reisinger Museum at Harvard University.
Nakahara v. Bal - Dismissal of RICO Action
Obtaining the dismissal of a RICO "slap suit" brought by Kiiko Nakahara and her husband, John Paul Renoir, against the defendant as part of their effort to force an end to worldwide litigation against the couple over the ownership of nine chateaux in France, four castles in England, Oheka Castle on Long Island and the Empire State Building in New York. (Nakahara v. Bal, 1998 U.S. Dist. Lexis (S.D.N.Y. 1998))
Fashion Designer - Financial Restructuring
Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.
Private Equity Restructuring
Representation of a private equity/preferred shareholder in restructuring the debt of its holding company and domestic and foreign operating subsidiaries.