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Stephen M. Rathkopf: profile
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Stephen M. Rathkopf's practice encompasses restructuring/bankruptcy, litigation, corporate and real estate law.

Restructuring and Bankruptcy

  • Winstar Communications Trustee - Bankruptcy: Representation of the Trustee for Winstar Communications in an adversarial proceeding asserting claims of insider/voidable preference, equitable subordination and breach of contract, against Lucent Technologies. After winning at the bankruptcy court level and an initial appeal to the US District Court, we successfully argued to the US Third Circuit Court of Appeals in a case then valued at about $340 million. The Third Circuit affirmed the courts below and found that Lucent was an insider of Winstar. In so ruling, the court also upheld the Trustee's arguments regarding earmarking, new value, core versus non-core jurisdiction, right to jury trial and equitable subordination. The American Bankruptcy Institute Journal, in its April 2009 issue, featured the Third Circuit decision and wrote that the case "opens an entirely new and extensive arena in bankruptcy-preference litigation that may cause profound changes in both preference-risk assessments and creditor behavior." The case was handled by Herrick on an alternative fee basis — a capped fee through trial and a contingent fee for success.

  • Loss Mitigation: Representation of global financial institutions in mitigation issues regarding potential losses in connection with multi-billion dollar Heloc, Heloan and CDO transactions.

  • Financial Institutions - Restructurings, Workouts and Dispositions: Representation of financial institutions in restructurings, workouts, borrower bankruptcies, disposition of loans and loan portfolios and analysis and assertion of rights and remedies with regard to CDO structures and portfolio acquisitions.

  • Corporate Recapitalizations and Restructurings: Representation of special committees, CEOs, boards of directors and companies in corporate re-capitalizations or restructurings, with or without attendant bankruptcy proceedings, including restructuring, re-capitalization or disposition of telecom companies, automobile after market companies, executive office suite companies, an investment bank, a debt collection company, an electronics company, a paper mill, a plastics company, several dot coms, several domestic and foreign investment funds, management companies and family owned real estate companies.

  • Multi-Tiered Debt Restructurings: Representation of junior and senior loan participants, mezzanine lenders, senior lenders and borrowers in restructuring complex capital structure debt obligations both in and outside of bankruptcy court proceedings.

  • $1 Billion Portfolio Restructuring: Representation of developer in restructure of real estate portfolio with approximately $1 billion of senior loan and mezzanine indebtedness.

  • Activist Mezzanine Position: Representation of RXR Realty in exercising its rights in connection with its position as controlling participant in the senior mezzanine loan at One Park Avenue, resulting in RXR being paid close to par value for an out of the money, heavily discounted purchase less than a year earlier.

  • Boymelgreen - Africa-Israel Joint Venture Divorce: Representation of Boymelgreen Family LLC and related entities in a complex "divorce" from Africa-Israel Investments involving a real estate portfolio worth hundreds of millions of dollars.

  • Foreign Lender - Loan Restructuring: Representation of a foreign insurance company in the restructuring of a $150 million mezzanine loan to an investment fund, including recapitalization of certain fund platforms and the sale of certain fund assets.

  • German Funds Restructuring: Restructuring of multi-tiered, affiliated German syndication funds acquiring assets throughout the United States.

  • Private Equity Restructuring: Representation of a private equity/preferred shareholder in restructuring the debt of its holding company and domestic and foreign operating subsidiaries.



Litigation

  • New York State Judiciary - Budget Litigation: Representation of the New York State Judiciary in its 1992 litigation against the Executive and Legislative branches for violation of the separation of powers doctrine in the under-funding of the judicial budget.

  • Battle for Control of Empire State Building: Representation of Japanese real estate magnet in the celebrated battle for control of the Empire State Building. The tycoon sued his daughter and her husband, accusing the couple of improperly taking ownership and control of nine historic chateaux in France, four castles in Great Britain and other properties, including the Empire State Building. The case was the subject of a front page exposé in the Wall Street Journal and is chronicled extensively in the book Empire: A Tale of Obsession, Betrayal and a Battle for an American Icon (2001).

  • New Jersey - Enforceability of Default Rate Interest: As special counsel on appeal to the Supreme Court of the State of New Jersey, obtained reversal of two lower Court rulings that had declared standard lender default rate interest and late charge provisions to be unenforceable.

  • Multi-State Litigation: Representation of litigants in five actions in multiple states and related litigation in two foreign countries in connection with a billion dollar claim involving sale of a company.

  • Internal Investigation: Representation of a global bank in conducting an internal investigation of its commercial lending procedures to ascertain conformity with legal and institutional requirements.

  • Asbestos Product Manufacturer: Representation of asbestos product manufacturer in litigation with its primary insurers as to scope of coverage for its built up roofing products.

Corporate

  • Reckson Strategic Venture Partners - Formation: Representation of Reckson Strategic Venture Partners in its formation. Reckson Strategic Venture Partners was a $300 million equity fund that acquired controlling interests in real estate operating companies.

  • Impala Partners - RGIS Acquisition: Representation of Impala Partners in its acquisition of a controlling interest in RGIS, a 40,000 employee mid-west inventory management solutions company, the largest in the world.

  • Lightstone Group - Prime Retail Acquisition: Representation of the Lightstone Group in its acquisition of Prime Retail, a REIT, and its operating partnership, which owned a chain of retail outlet shopping centers throughout the United States. The transaction involved a merger, taking a public REIT private, entering into tax protection agreements with several tiers of operating partnership limited partner interests, a mezzanine investment and a $350 million loan secured by mortgages on certain outlet center properties.

  • Frontline Capital / Vantas / HQ Global Merger: Representation of Frontline Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion dollar executive office suite company.

  • Overseas Consortium: Representation of a major American company in forming an overseas consortium to trade energy in central Europe.

  • Telecommunications Company - Asset Sale: Representation of a telecommunications company in the sale of its assets and associated entities to Leucadia for more than $125 million and a 25% interest in the newly formed entities. This transaction involved a complicated structure: some assets were held in the Dominican Republic and subject to local regulations and the seller's business was regulated by the US Federal Communications Commission.

  • Convertible Notes Transaction: Representation of a company in a complex $150 million convertible notes transaction, involving multiple platform subsidiaries and affiliates, joint venture partners and multi-tiered debt structures.

  • Dutch Internet Company - Strategic Investment: Representation of a Netherlands - based internet service provider in its strategic investment in a European wireless telecommunications company.

  • Automobile Aftermarket - Merger: Representation of an aftermarket automobile company in its merger with its leading competitor to form the largest automobile aftermarket company in the manufacture and sale of certain products.



Real Estate

  • Real Estate Owners, Operators and Developers - Acquisition and Sale of Properties: Representation of real estate owners, operators and developers in the acquisition and sale of office buildings, shopping centers, multi-use properties, industrial parks and development properties.

  • Borrowers and Real Estate Related Loans: Representation of financial institutions and borrowers in a variety of real estate - related loans, including loan commitments, first and second fee mortgages, leasehold mortgages, construction loans and senior and mezzanine loans to real estate operating companies.

  • Developer - 270 Unit Condominium Project: Representation of the developer in the structuring and financing of a 270 unit ground lease condominium project in Battery Park City in Manhattan. The transaction involved a complex corporate structure with two tiers of preferred equity, a mezzanine loan, construction loans, senior secured debt and the need to comply with the laws governing condominiums.

  • Condominium Developer - Construction Financing: Representation of condominium developer in a $300 million construction loan facility for eight condominium projects together with a corporate restructuring and a simultaneous $90 million buyout of a major joint venture partner.

  • Maharishi Global Fund: Representation of Maharishi Global Fund in financing construction of religious oriented housing throughout the world.



Steve's trial experience covers diverse matters including constitutional law, corporate takeover, bankruptcy court adversarial proceedings involving preference, equitable subordination and fraudulent conveyance issues, entertainment law, trademark infringement, lender liability, loan enforcement, real estate development, construction defects, mechanic's liens, partition, ship lending, labor law and employment law/restrictive covenants.

For a number of years, Steve co-authored Real Estate Law Digest, a weekly column published in the New York Law Journal. He writes and lectures on corporate merger and acquisition issues, damage recovery, lender liability, creditors' rights and real estate law, including participating as a lecturer for the New York State Court Clerks Continuing Legal Education Program, the NYU Real Estate Institute and the TAGLaw International Lawyers Conference.

Prior to joining Herrick, Feinstein in 1987, Steve was head of the litigation department of Demov, Morris & Hammerling. In 1999 and 2000, he was a Senior Vice President of FrontLine Capital Group, where he played a key role in that company's growth. He rejoined Herrick in January 2001.

Steve also has served on a number of boards of both public and private corporations, including PW Eagle (where he helped increase value for shareholders by approximately 35% in a strategic sale of the company), Help-u-sell and HQ Global Workplaces.