Big firm sophistication. Small firm focus.

Automotive

Our Business and Finance Group is widely recognized as one of the finest in the region. Whether you are executing a bet-the-company transaction or simply updating your standard employment forms, you will have the full attention of an experienced lawyer who asks the questions that haven’t occurred to you yet, who commands a whole spectrum of ways to engineer contract terms to address the issues specific to your business, and who knows how to negotiate – and how to close – to achieve your objectives.

The Firm’s attorneys have experience providing a broad range of services to a variety of clients in the business services industry, including in the following areas:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• orporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Our work with clients in this industry includes companies providing the following types of business services:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• orporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Recent Successes

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• orporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Business Services

Our Business and Finance Group is widely recognized as one of the finest in the region. Whether you are executing a bet-the-company transaction or simply updating your standard employment forms, you will have the full attention of an experienced lawyer who asks the questions that haven’t occurred to you yet, who commands a whole spectrum of ways to engineer contract terms to address the issues specific to your business, and who knows how to negotiate – and how to close – to achieve your objectives.

The Firm’s attorneys have experience providing a broad range of services to a variety of clients in the business services industry, including in the following areas:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• Corporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Our work with clients in this industry includes companies providing the following types of business services:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• Corporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Recent Successes

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Employment matters (including counseling, litigation, and employee handbooks and agreements);
• Corporate reorganizations to obtain Minority Business Enterprise status; Intellectual property issues (including trademark clearance/prosecution and software development and licensing agreements);
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and Government relations.

Closely-held/Family Businesses

Kleinbard’s lawyers have been representing closely-held businesses since the Firm was formed more than 70 years ago, and they continue to be a significant part of our practice. We provide services to private and closely-held businesses, whether owned by a family, an individual, a small group of individuals, or a private equity firm. Our closely-held business clients range from pre-revenue, start-up companies, to businesses transitioning from their fifth to sixth generation of family ownership. Our clients in this sector seek our technical expertise as well as general business counseling, as demonstrated by the number of client advisory boards on which Kleinbard lawyers serve.

Our services to closely-held businesses include the following areas:

• Business formation, corporate governance, and business counseling;
• Business divorce and business reorganization;
• Finance (including venture capital, private equity, bank, and public financing);
• Mergers and acquisitions; and joint ventures and strategic alliances;
• Employment arrangements, employee benefits, employment counseling, employment litigation, ERISA, and executive compensation;
• Government relations (including lobbying and strategic counseling);
• Intellectual property protection and licensing; and intellectual property litigation;
• Contract disputes and business torts;
• Insurance coverage;
• Shareholder and partner disputes;
• Restrictive covenants and unfair competition;
• Real estate (including purchase, sale, financing, and leasing); and
• Business succession and tax planning.

Examples of our recent successes for our closely-held business clients include:

• Representing the sole management shareholder in acquiring the minority equity interests of siblings and cousins in connection with the transition from the fourth to fifth generation of ownership of a well-recognized company in the Philadelphia business community.
• Representing a nationally-recognized healthcare company in connection with a refinancing of its senior debt facility, allowing for a multi-million dollar distribution to the founder.
• Representing senior management in the leveraged buyout of a financial services company.
• Representing a water-related technology company in obtaining insurance coverage for an international contractual dispute involving more than $3 million.
• Successfully representing a construction materials company in defending a preliminary injunction action brought by a competitor seeking to prevent our client from hiring a highly-regarded industry salesperson.
• Representing a diversified family business in the $48 million sale of a division that management determined was no longer a strategic asset.
• Representing a third-generation logistics company in connection with a shareholders’ agreement among siblings governing ownership and transition issues.
• Representing a product design firm in connection with the negotiation of new executive employment for three management shareholders.
• Representing a natural waste management company in privatizing and improving a biosolids plant, and managing and coordinating the process with two Mayoral administrations, City Council, the Water Department, and neighborhood groups.

Construction

Kleinbard has substantial experience in the construction industry, having represented owners, developers, design professionals, contractors, subcontractors, suppliers, and insurers. We have been involved with construction projects for hospitals, shopping centers, condominiums, government buildings, water treatment plants, major office buildings, schools, and factories. Our experience ranges from day-to-day advisory services and sophisticated transactional documentation, to dispute resolution and major multi-party litigation.

Our main services for this sector are listed below:

• Overall Construction and Design;
• Government Relations;
• Financing;
• Employment Counseling and Litigation;
• Insurance Coverage;
• Business Formation; and
• Tax.

Examples of our attorneys’ recent client representations in the construction industry include:

• Drafting of the architectural services agreement and construction contract for the major rehabilitation of three floors of approximately 225,000 square feet in a former Philadelphia flagship department store.
• Drafting of major hospital building design and construction contracts with a value of approximately $100 million.
• Drafting of the construction management agreement for a multiple-prime construction contract involving $14 million.
• Coordination of construction by a single contractor on adjacent property to save costs for both owners.
• Handling the phased construction and completion of a regional big-box shopping center (approximately 500,000 square feet) to coordinate with tenant timing requirements.
• Handling the design and construction of a Ritz Carlton hotel.
• Creation of standard form construction contracts for a publicly-traded company.
• Successful representation of the architect for American Airlines Miami Heat Arena in a $15 million claim by owners for damages associated with alleged design defect in the construction of the arena.
• Representation of a natural waste management company in privatizing and improving a biosolids plant, and managing and coordinating the process with two Mayoral administrations, City Council, the Water Department, and neighborhood groups.

Consumer and Retail

Kleinbard has extensive experience representing consumer product and retail clients across a wide range of categories, such as:

• Food and beverage, including supermarkets and franchised retailers;
• Weight loss services;
• Residential alarm/security services;
• Mobile phone and other wireless services;
• Beauty salons and hair replacement;
• Clothing;
• Furniture;
• Funeral and burial services; and
• School/office supplies.

Our services for such clients run the gamut of our practice areas and include the following areas:

• Corporate governance;
• Mergers & acquisitions;
• Real estate acquisitions for retail locations;
• Shopping center leases;
• Trademark and other intellectual property licensing;
• Commercial contract review;
• Website and other IT service agreements;
• Advice and counseling on advertising and other marketing materials;
• Employment counseling and restrictive covenant enforcement; and
• General commercial litigation and the defense of consumer class actions.

Some of our recent matters for consumer product/retail clients include:

• Representing a publicly-held weight loss company in connection with the expansion of its brand into Asia through an exclusive license to a major Japanese food manufacturer.
• Representing the controlling party in a start-up joint venture to acquire the North American distributorship of a technologically-advanced hair replacement product.
• Representing a national supermarket chain in successfully enforcing a restrictive covenant in a shopping center lease against a major national discount retailer.
• Representing a wireless telecommunications company in the defense of a nationwide consumer class action relating to billing practices.
• Representing a brand name office products manufacturer in the avoidance of a product recall in Canada.
• Monitoring Pennsylvania legislative and regulatory developments for a major regional funeral services provider.
• Representing a well known regional luxury clothing retailer in a civil antitrust action to invalidate resale price restrictions.
• Representing a real estate developer in connection with the obtaining of a New Markets Tax Credit for a supermarket in a low-income neighborhood.
• Representing a franchisee of a nationally-distributed ice cream manufacturer in connection with acquisitions and sales of retail store locations.
• Representing a well known online food retailer in the joint venture establishing its first frozen food line (a product category that currently represents the majority of the client’s revenue).
• Representing a major national retailer in the successful defense of a trademark infringement claim by an international competitor.
• Representing a well known Philadelphia neighborhood food co-op in the acquisition of its current building.
• Representing a well known Philadelphia-based jewelry manufacturer and retailer in connection with the buyout of a preferred shareholder and restructuring of the terms of its preferred equity and debt.

Education and Charter Schools

We provide comprehensive legal services to Pennsylvania public and private school entities, and have extensive experience as school solicitor throughout the Commonwealth. We offer a variety of services to education clients, including aiding with governance; discipline and due process; labor and employment; real estate; construction; and financing issues.

Our experience representing education clients includes:

• Initial charter applications;
• Drafting board policies, codes of conduct, and employee manuals;
• Conducting board trainings;
• Attendance at expulsion and disciplinary hearings;
• Advising through the charter renewal process;
• Purchase and leasing of real estate, including handling zoning matters;
• Real estate construction and improvement projects;
• Financing options, including traditional bank loans and tax-exempt bond financing;
• Acting as school counsel and underwriter counsel in connection with tax-exempt bond offerings;
• Advising on employment matters, including handling claims filed with the Pennsylvania Human Relations Commission; and
• Relations with the School District of Philadelphia and other authorizing entities.

Examples of our attorneys’ recent successes in representing schools include:

• Representing a charter school in the acquisition of a building and completion of a $14 million construction project, which included acting as school counsel in connection with  tax-exempt financing through PAID; successfully obtaining zoning variances; and negotiation of agreements with a construction manager, architect, and several subcontractors.
• Assisting Hardy Williams Academy Charter School and Mastery Charter High School in connection with the integration of Hardy Williams Academy into the Mastery Schools Network.
• Successfully representing Boys’ Latin of Philadelphia, the first all-boys charter school in Pennsylvania, in obtaining a charter from the Philadelphia School Reform Commission in the face of opposition from several law groups who had opposed the proposed school on the grounds that a single-sex charter school would violate the state and U.S. constitutions.
• Successfully representing a Philadelphia charter school in a hearing before the School Reform Commission challenging the School District’s decision not to renew its charter.  The hearing resulted in the School Reform Commission granting the school a full, five-year charter renewal.  This was the first successful challenge of the non-renewal of a charter in Philadelphia.

Electronic Security Alarm

Kleinbard has a national practice in the electronic security alarm industry, which provides a broad range of legal services and business planning and consulting services.

The Firm has extensive experience in all facets of the industry, including:

• Mergers, acquisitions, and sales of security alarm companies;
• Employment matters such as best practices in hiring and firing; HR matters; personnel policies/manuals; employment agreements; non-compete agreements; and compliance with federal, state, and local employment laws;
• Customer, vendor, and reseller contracts;
• Financings, including senior and mezzanine debt and equity;
• Joint ventures and strategic alliances;
• Tax planning;
• Federal, state, and municipal laws and regulations, including state and municipal licensing and federal, state, and municipal consumer protection laws and regulations;
• Advisory board and business succession planning services; and
• Litigation, including general business disputes; disputes related to M&A transactions, unfair competition, and enforcement of non-compete agreements; defense of liability claims; and insurance coverage disputes.

Examples of recent successes in the security alarm industry include:

• Representing borrowers in successfully obtaining financing from lenders who specialize in loan transactions to companies doing business in the industry.
• Representing buyers and sellers in successfully closing their respective acquisition/sale transactions.
• Assisting clients in the preparation of their respective businesses for sale.
• Assisting clients in first determining whether they are subject to state alarm licensing statutes and/or municipal ordinances on a national or regional basis, and then complying with state alarm licensing statutes and municipal ordinances where necessary.
• Representing clients in successfully negotiating information technology agreements, customer contracts, and vendor/provider/reseller agreements.
• Assisting clients in substantially growing their businesses.

Emerging Businesses

Kleinbard’s attorneys are well suited to provide sophisticated and practical counseling and transactional expertise to assist a young company from its formation through its various growth cycles. The Firm prides itself on the fact that entrepreneurial clients routinely return for advice as they launch additional ventures. We combine the technical expertise required to navigate complex transactions and regulatory regimes with the savvy advice start-up companies require before they have built a management infrastructure to support the venture. The founders of a new company need to focus their attention on the business — our job is to tailor your entity and capital structure to provide maximum flexibility and benefit as your business grows.

Our services for this sector include:

• Formation and structuring of business entities;
• Business counseling;
• Corporate finance, including both equity (angel investment, venture capital, and private equity) and debt (institutional and innovative);
• Joint ventures and strategic alliances;
• Acquisitions and dispositions;
• IP protection and licensing;
• Tax advice and counseling (including succession and estate planning);
• Employment law and the structuring of arrangements with independent contractors and consultants;
• Executive compensation;
• Employee benefit plans;
• Real estate; and
• Government relations.

Examples of our recent representations of emerging businesses include:

• Representing an angel investor in a start-up retail company focusing on clothing and housewares made from sustainable materials.
• Representing a direct response marketing company that uses social networks to generate publicity for brands and retailers in its initial round of equity financing.
• Representing a strategic partner in a joint venture with a healthcare technology company providing its initial round of preferred stock investment, and the structuring and negotiation of a related licensing and marketing agreement.
• Representing a management team in a telecommunications start-up company in negotiating and structuring the “sweat equity” component of the capital structure as well as its executive compensation arrangements.
• Representing a start-up options trading company in the acquisition of software and related equipment in return for a net profits interest.
• Representing a start-up company in connection with successfully obtaining one of the first supplier licenses under Pennsylvania’s Gaming Act.

Financial Services

Our attorneys have worked with virtually every type of client in the financial services industry, including banks, mezzanine lenders, commercial finance companies, insurance companies, securities firms, investment advisory firms, investment banks, and venture capital firms. We offer practical legal guidance based on our attorneys’ significant experience and access to a broad array of resources, including the support and experience of attorneys from our Business and Finance, Real Estate, and Litigation practice areas.

We provide our financial services industry clients legal services and counseling in the areas of:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Lending transactions;
• Borrower transactions and legal opinions;
• Public finance;
• Shareholder and partner disputes and litigation;
• Insurance coverage counseling and litigation;
• Restrictive covenant litigation;
• Employment and independent contractor counseling;
• Executive compensation;
• Government relations;
• Bankruptcy and workouts;
• Marketing and public relations; and
• Tax planning.

Examples of our attorneys’ successes in representing clients involved in financial services include:

• Advising and counseling financial advisors and firms in connection with restrictive covenant and transition issues, and enforcing and defending restrictive covenants on their behalf.
• Representing a start-up options trading company in the acquisition of software and related equipment in return for a net profits interest.
• Acting as underwriter’s counsel for major investment banks in the underwriting of tax-exempt and taxable bonds. We also represent financial institutions as trustee’s counsel in revenue bond matters.
• Representing financial institutions in commercial litigation matters, including contract disputes, lender liability claims, repurchase litigation, and contract disputes.
• Advising lenders in financing transactions for asset and stock acquisitions, private equity investments, real estate acquisitions and development, construction loans, trade finance, and asset-based lending (including equipment, inventory. and receivables financing), as well as regarding general working capital finance.
• Representing corporate clients in their borrowings. This work involves substantial due diligence, negotiation of the underlying documentation with financial institutions, and the preparation and delivery of legal opinions. We also often act as local counsel for borrowers in providing opinions for multi-state transactions.

Food

Kleinbard lawyers provide advice and counseling to a variety of clients in the food industry. The Firm’s extensive experience with general day-to-day commercial agreements, real estate, licensing transactions, and joint ventures and other collaborative arrangements gives our lawyers the background to provide food clients with the support they need for matters involving product development, manufacturing, marketing, storage and handling, and retailing.

Our services for this sector include the following areas:

• Product development agreements;
• Co-packing agreements and other outsourcing arrangements;
• Acquisitions, dispositions, and joint ventures;
• Warehouse and other storage/handling agreements;
• Trademark and proprietary formula licensing;
• Collaborative marketing and other retail-related agreements;
• Website hosting and design and other agreements for IT services;
• Real estate purchases, sales, and leases/subleases;
• Franchise agreements and related documentation;
• Equity and debt financings; and
• Commercial litigation.

Examples of recent matters handled for food clients include:

• Represented a publicly-held weight loss company in an exclusive license of its brand and certain business methods to a major Japanese food manufacturer for use in Japan;
• Represented the U.S. division of a French food manufacturer in the outsourcing of its east coast warehousing operations;
• Represented a food manufacturer in connection with a co-packing agreement to supply a key product to Frito-Lay;
• Represented a food manufacturer in connection with a supply agreement to provide proprietary mixes to 7-11 for use in its retail outlets;
• Represented a publicly-held food company in connection with a joint venture to develop, produce, and distribute its first line of frozen foods;
• Represented a well-known online food retailer in connection with the resolution of various disputes with its website and data center service provider;
• Represented a national food company in connection with its product placement and marketing agreements with Walmart and Target;
• Represented a national supermarket chain in connection with emergency litigation that led to the favorable resolution of a shopping center lease restrictive covenant dispute with a major national discount store chain;
• Represented a franchisee of a regional salad retailer in connection with franchise agreements and the acquisition of additional franchise locations; and
• Represented a franchisee of a national ice cream retailer in connection with franchise agreements and various real estate matters for retail locations.

Gaming

The Firm’s gaming attorneys have experience in numerous aspects of the industry, including representing casino owners and operators, gaming equipment suppliers and distributors, vendors, and other companies that invest in or provide services to the gaming industry.

Our work in this industry includes representing national and international clients seeking:

• Development, mezzanine, and permanent financing;
• Gaming licenses;
• Key employee licensure; and
• Lobbying services

Examples of our attorneys’ recent successes in representing gaming clients include:

• Obtaining one of the first supplier licenses under Pennsylvania’s Gaming Act.
• Drafting and implementing the gaming legislation in the State of Colorado.
• Representing the State of Colorado with respect to Indian gaming compacts with the two federally recognized Indian tribes located in Colorado.
• Advising the government of Mongolia on gaming and business structuring issues including taxation of gaming activities.
• Preparing and filing voluminous licensing applications on behalf of the primary licensee, affiliated entities, principals, and key employees, and working with applicable gaming authorities to resolve licensing disputes and issues.
• Representing the developer of a casino and its former president in action involving breach of agreement to acquire bonds used to finance the casino’s development.
• Representing a casino in action against an insurer and insurance broker asserting claims for breach of contract and professional liability related to the insurance policy covering the casino’s construction.
• Representing numerous casino gaming companies, both domestic and international, on regulatory, licensing, and operational matters.
• Representing clients from Europe, the Middle East, Asia, Australia, the Caribbean, Canada, and South and Central America in numerous gaming and financing transactions.
• Representing clients in connection with development financing, mezzanine financing, and permanent financing.

Recent Successes

The Firm’s gaming attorneys have experience in numerous aspects of the industry, including representing casino owners and operators, gaming equipment suppliers and distributors, vendors, and other companies that invest in or provide services to the gaming industry.

Our work in this industry includes representing national and international clients seeking:

• Development, mezzanine, and permanent financing;
• Gaming licenses;
• Key employee licensure; and
• Lobbying services

Examples of our attorneys’ recent successes in representing gaming clients include:

• Obtaining one of the first supplier licenses under Pennsylvania’s Gaming Act.
• Drafting and implementing the gaming legislation in the State of Colorado.
• Representing the State of Colorado with respect to Indian gaming compacts with the two federally recognized Indian tribes located in Colorado.
• Advising the government of Mongolia on gaming and business structuring issues including taxation of gaming activities.
• Preparing and filing voluminous licensing applications on behalf of the primary licensee, affiliated entities, principals, and key employees, and working with applicable gaming authorities to resolve licensing disputes and issues.
• Representing the developer of a casino and its former president in action involving breach of agreement to acquire bonds used to finance the casino’s development.
• Representing a casino in action against an insurer and insurance broker asserting claims for breach of contract and professional liability related to the insurance policy covering the casino’s construction.
• Representing numerous casino gaming companies, both domestic and international, on regulatory, licensing, and operational matters.
• Representing clients from Europe, the Middle East, Asia, Australia, the Caribbean, Canada, and South and Central America in numerous gaming and financing transactions.
• Representing clients in connection with development financing, mezzanine financing, and permanent financing.

Government Services

Kleinbard represents a diverse group of clients that provide a wide array of services to government and quasi-government departments and agencies. Led by our Government Relations Practice Group, Kleinbard attorneys advise clients on how to best position themselves to successfully do business in the public sector.

Navigating the public arena can be confusing and intimidating for the inexperienced client. Our attorneys assist clients by drawing on our sophisticated understanding of how government-elected and -appointed officials carry out their responsibilities. With many years of experience in both high-level government service and representing clients with government interests, we understand the nuances and subtleties that often distinguish those who succeed from those who do not.

Our government services clients range from professional service firms providing technical expertise, to development clients with proposals for public/private ventures, to nonprofit agencies looking to deliver social services. We have worked with clients to help create strategies for competitive bids and negotiated contracts. Kleinbard attorneys bring value to those with long-standing experience in the public arena, as well as to those who are exploring the public sector as a potential new market.

Examples of our attorneys’ recent engagements in the government services industry include:

• Representing the leading Pennsylvania law firm engaged in the collection of taxes.  Advise the firm in its relationship with the City of Philadelphia and collection of real estate taxes.
• Representing a developer in creating a cutting edge environmentally sustainable commercial corridor. Provide counsel, guidance and coordination with City and State agencies.
• Representing a publicly-owned national engineering, consulting, and construction management firm that opened a Philadelphia office as part of a strategic plan to build its local practice. We have advised this client in its efforts to expand contracting opportunities with local government, quasi-city agencies as well as local state authorities. The client opened its Philadelphia office with only two employees, and within two years had 15 professionals servicing multiple local contracts and relationships.
• Representing a regional nonprofit that provides forensic social services to municipalities. Through our efforts, our client has built strong relationships with leaders in Philadelphia government, including members of the city’s administration and City Council. We were also successful in seeking the introduction and passage of a City Council resolution calling for hearings on a subject of highest concern to the client.
• Represented an international engineering firm as part of its joint venture team competing for the Airport Expansion Program Management role at Philadelphia International Airport. We served as strategic advisors during the competitive phase of this process.
• Represented the City of Philadelphia in support of Mayor Nutter’s initiative to explore the sale of the Philadelphia Gas Works.  Advised senior Administration officials regarding communication with City Council and regional opinion leaders.  Maintained ongoing communication with City Council leadership and other key constituencies.
• Representing a local, minority-owned physical therapy business to help it be among the firms eligible to service City of Philadelphia employees. Our success contributed substantially to the client’s revenue.
• Representing a nationally preeminent provider of comprehensive waste capture and conversion service in support of its effort to persuade the City of Philadelphia that it was best qualified to operate the city’s biosolid processing operations. We succeeded in convincing the Philadelphia Water Department, the Mayor’s office, and City Council to transfer this function to our client.

Healthcare

Kleinbard’s lawyers represent clients in various sectors of the healthcare industry.  The Firm’s depth and experience in its core practice areas of corporate transactions, business counseling, and commercial litigation have made it an intelligent choice for healthcare clients seeking advice for non-regulatory matters.

Our services for healthcare clients include:

• Acquisitions, dispositions, and joint ventures;
• Debt and equity financings;
• Employment counseling and litigation;
• Commercial litigation;
• Corporate restructurings and shareholder redemptions;
• Real estate purchases, sales, and leases/subleases; and
• Business formation and corporate governance.

Examples of recent matters handled for healthcare clients include:

• Representing a publicly-held home health company as its outside general counsel, including 25 purchases and sales of home health businesses, general corporate and contract matters, and all of the company’s bank and other debt financings.
• Representing an orthopedic surgery practice in its sale as well as in its equity in a physician-owned hospital and medical office building.
• Representing a healthcare architecture firm in state and federal court in a complex dispute with a former officer and shareholder arising from a proposed merger and involving multiple contractual and business tort claims including interference with contractual relations, misuse of confidential business information, violation of shareholder rights, and computer fraud and abuse.
• Representing a consolidator backed by private equity in four acquisitions of veterinary practices in Pennsylvania, New Jersey, and Maryland.
• Representing a healthcare information technology company in a multi-million dollar contractual dispute with a leading Fortune 100 medical products company.
• Representing a well-known healthcare consulting company in the Philadelphia suburbs in a variety of its acquisitions and sales of consulting practices and in several debt and equity financings.
• Representing a nationally-known eating disorders treatment clinic in connection with its senior debt facility.
• Representing a regional nonprofit mental health/mental retardation service provider in connection with various real estate acquisitions and financings.

Hospitality and Recreation

The Firm’s attorneys have experience providing a broad range of services to a variety of clients in the hospitality and recreation industry.  Included are services in the following areas:

• Mergers and acquisitions, joint ventures, and strategic alliances;
• Real estate development;
• Employment-related matters;
• Counseling on intellectual property issues;
• Tax advice and counseling;
• Litigation (including general business disputes, partner disputes, and contractual disputes); and
• Financing.

Examples of our attorneys’ recent successes in representing clients in the hospitality and recreation industry include:

• Representing a Las Vegas casino and hotel property in claims against its insurer and insurance broker related to delays in construction and development of the property, resulting in the recovery of more than $30 million.
• Representing a hotel owner in disputes with its joint venture partner in the hotel restaurant, which included claims for breach of contract, business torts, and breach of fiduciary duty.
• Representing a nationally renowned country club in connection with deferred compensation programs, executive employment agreements, and employment counseling.
• Providing intellectual property, licensing, and employment counseling and advice to a prestigious regional tourism and marketing agency.
• Serving as trustee counsel in connection with multi-million dollar bond financing for the expansion of the Pennsylvania Convention Center.
• Providing tax structuring and business advice in connection with a limited partnership’s investment in a Caribbean resort project.
• Representing condominium developers.
• Representing a New York City developer in the acquisition of two Philadelphia buildings proposed for a hotel complex development.

Insurance

Our lawyers represent insurance companies and insurance brokers, policyholders, claims adjustors and administrators, and reinsurers on a variety of insurance and non-insurance issues.

Our experience in representing insurance industry clients includes providing a multitude of services. Kleinbard attorneys litigate commercial insurance coverage disputes in federal and state courts and arbitration venues throughout the United States. Our insurance coverage experience includes general liability, property, directors and officers, environmental, fidelity, and professional liability claims. We handle the defense of bad faith claims, disputes involving insurance brokers and agents (including contract disputes and errors and omissions claims), and litigation and counseling involving restrictive covenants and employment issues for insurance brokerage firms. Our business attorneys assist insurance industry clients with mergers and acquisitions of public adjustment companies; acquisitions of commercial insurance brokerage firms; debt and equity financings for commercial insurance brokerage firms; and the structuring of executive compensation arrangements. We also offer employment counseling and advice; risk management and errors and omissions counseling; and cyber-risk assessments, in addition to governmental relations and real estate services.

Our insurance industry representations have included:

• Representing the largest U.S. insurer in liquidation. Our attorneys have served as counsel on claims for environmental coverage, litigating large, multi-defendant cases and providing coverage advice on hundreds of complex cases, including disputes over the amount of loss, the claims process, and the meaning and application of policy language.
• Successfully representing at trial and on appeal a property insurer in a bad faith claim brought by a senior living facility policyholder.
• Handling a coverage dispute involving the construction of the Miami Heat’s basketball arena.
• Representing the Pennsylvania Department of Transportation in an environmental coverage dispute relating to the construction of an interstate highway.
• Successfully representing a major insurer from trial through the Pennsylvania Supreme Court in a dispute among insurers that established an important precedent in the interpretation of claims-made policies.
• Representing insurance brokers in defeating a claim for preliminary injunction brought by a large, publicly-held brokerage firm seeking enforcement of restrictive covenants.
• Representing a group of prominent commercial insurance brokers in a leveraged buyout of the Pennsylvania division of a regional commercial brokerage firm, and managing the related equity, mezzanine, and debt financing.
• Crafting a succession plan to transfer ownership from the second to third generation of the largest local public adjustment company.
• Representing an insurance service provider in the litigation of a partnership dispute arising from a change of ownership.

Manufacturing

Kleinbard has a long history of representing manufacturing clients in the Philadelphia region, dating back to the Firm’s inception in 1939. At that time, the Firm focused on the representation of the management of primarily family-owned, local manufacturing plants with unionized workforces in connection with union contracts.

Today Kleinbard maintains a robust roster of manufacturing clients and understands the issues and legal concerns they face at every stage of the business cycle, particularly in the current  complex economic environment. We provide advice and counseling on a broad array of issues encountered by manufacturing entities, including those related to contracting, business operations, real estate, and taxation, and also offer litigation support as necessary.

We have represented, among others, manufacturers of water treatment equipment, gaming equipment, art and writing supplies, iron and steel, textiles, petroleum and fuel products, aerospace products, metal products, and testing equipment, as well as chemical companies.

Our successful efforts on behalf of manufacturers include:

• Representing a water treatment equipment manufacturer in a joint venture with a supplier of anthracite located in the Pacific Rim in marketing equipment to municipal water treatment plants.
• Handling a dispute to obtain insurance coverage in connection with a claim by the general contractor of the largest water treatment plant in Dubai.
• Assisting the largest HVAC manufacturer supplying the domestic residential market with acquisition of a troubled company.
• Selling a family-owned metal office furniture manufacturer.
• Representing the third generation and current CEO in the transition of ownership and management of a family-owned building materials manufacturer.
• Successfully defending a petroleum product manufacturer and fuel product refiner in several asbestos litigation cases, including securing the voluntary dismissal of a number of cases in the face of persuasive summary judgment motions.
• Defending discrimination claims and providing counseling to a high-end jewelry manufacturer in connection with a reduction of force.
• Successfully defending a manufacturing company against a trademark infringement claim arising from the use of color to designate source on industrial equipment.
• Assisting a metals manufacturer with a major facilities project, including working with the Philadelphia Industrial Development Corporation (PIDC), obtaining low-interest financing, handling the acquisition and sale of the buildings, preparing construction contracts, securing tax-free recognition as a section 1031 like kind exchange, and obtaining zoning approvals.

Middle Market Businesses

Kleinbard has been representing middle market companies since its founding in the 1930s.  Our middle market clientele ranges from fifth-generation, family-owned entities to manufacturing companies, and from private equity-backed healthcare information technology companies to publicly-held telecommunications providers.  No matter the industry, Kleinbard’s attorneys provide strategic counseling and technical expertise to each of our middle market clients in order to help them achieve their goals.

Our services to middle market companies include the areas of:

• Business formation;
• Business counseling;
• Business divorce;
• Corporate governance;
• Business reorganization;
• Finance (including venture capital, private equity, commercial, and public financing);
• Mergers and acquisitions;
• Joint ventures and strategic alliances;
• Employment arrangements;
• Employee benefits;
• Employment counseling;
• Employment litigation;
• ERISA;
• Executive compensation;
• Government relations (including lobbying and strategic counseling);
• Intellectual property protection and licensing;
• Intellectual property litigation;
• Contract disputes;
• Business torts;
• Insurance coverage;
• Shareholder and partner disputes;
• Restrictive covenants and unfair competition;
• Real estate (including purchase, sale, financing, and leasing);
• Business succession planning; and
• Tax planning.

Examples of our attorneys’ recent representations for our middle market clients include:

• Representing a national automobile franchisee in a $30 million investment in an Internet automobile retailer.
• Representing a leading provider of technical staffing services in the acquisition of a competitor in the nuclear power sector.
• Representing the developer of proprietary software in the transportation and logistics industry in connection with software development and licensing agreements.
• Representing a preeminent provider of comprehensive waste capture and conversion services in support of its effort to persuade the City of Philadelphia (including the Water Department, the Mayor’s Office, and City Council) that it was best qualified to operate the city’s biosolid processing operations.
• Representing a hotel owner in a dispute with its joint venture partner in the hotel restaurant, which included a claim for breach of contract, business torts, and breach of fiduciary duty.
• Representing a water treatment equipment manufacturer in a joint venture with a supplier of anthracite located in the Pacific Rim in marketing equipment to municipal water treatment plants.
• Defending discrimination claims and providing counseling to a high-end jewelry manufacturer in connection with a reduction of force.
• Representing a specialty architecture firm in forming a joint venture with an internationally prominent architect/designer to pursue hospital design opportunities in China.
• Handling a dispute to obtain insurance coverage in connection with a claim by the general contractor of the largest water treatment plant in Dubai.
• Representing the third-generation and current CEO in the transition of ownership and management of a family-owned building materials manufacturer.

Nonprofits

Kleinbard has experience representing a wide range of nonprofits, including universities, social service organizations, community development corporations, quasi-public corporations, religious institutions, charter schools, and workforce development agencies.

Given the diverse needs of our nonprofit clients, we bring legal skills from various practice areas to further their interests. From real estate transactions to governance challenges, insurance coverage questions to employee claims, we work with nonprofit management and boards to protect and strengthen their organizations.

Many of our lawyers have substantial experience serving in leadership capacities for a diverse group of civic, religious, and community nonprofits. For example, Kleinbard attorneys have board experience on the Committee of 70, Philadelphia Gas Works, Bright Hope Baptist Church, the Philadelphia Industrial Development Corporation, the Hispanic Bar Association, and the Abramson Center. Our board experience is invaluable in offering a perspective that informs our ability to provide relevant legal counsel and strategic guidance.

Examples of successes we have achieved on behalf of our nonprofit clients include:

• Assisting a workforce development agency in obtaining critical funding from the Commonwealth of Pennsylvania.
• Representing a regional social service agency in connection with a merger with a national organization, including obtaining Orphan’s Court approval as well as approval from the Office of Attorney General.
• Representing a regional healthcare provider in the condominium-ization, sale, and development of its real estate, including with regards to leasing, construction contract review, and financing.
• Representing a community development corporation in connection with the sale of a cellular communications tower and related tower leases to a publicly-held tower company.
• Representing a neighborhood improvement district undertaking the redevelopment of under-used, downtown, municipal land to create a vibrant, pedestrian-friendly, and better used space.
• Representing a community development corporation in buying, selling, and leasing properties targeted to improve a neighborhood.
• Representing a nationally renowned country club in providing deferred compensation programs, executive employment agreements, and employment counseling.
• Providing intellectual property, licensing, and employment counseling and advice to a prestigious regional tourism and marketing agency.

Private Equity

Kleinbard’s attorneys provide extensive transactional legal services to private equity investors and portfolio companies. We advise investors on the appropriate structure for their investments and represent those investors and portfolio companies in a variety of acquisition and sale transactions. In addition, we have also represented various committees of the board of directors of portfolio companies in conducting internal investigations.

Our experience includes handling the following matters:

• Initial institutional rounds;
• Preferred Equity Rounds A, A-1, B, B-1, and C;
• Mezzanine debt with or without warrants;
• Leveraged buyouts;
• Minority investments;
• Majority investments with rollovers;
• Recapitalizations;
• “Tuck in” acquisitions by portfolio companies; and
• Liquidity transactions for investors.

Examples of our attorneys’ recent successes in private equity transactions include:

• Representing an investment fund in a convertible bridge loan and preferred B investment in a niche-consumer brand company.
• Representing the sponsor of a private equity fund in the sale of an equity interest in the LLC sponsor to a financial investor.
• Representing a private equity fund in an investment in several commercial real estate properties.
• Representing the management team in a rollover investment in the sale from a Blackstone investment portfolio to a Macquarie Infrastructure fund.
• Representing a strategic investor in the purchase of convertible preferred equity in a company providing battlefield wound care technology to the military branches.
• Representing a consolidator in the veterinary industry in several acquisitions of veterinary hospitals and related businesses.

Professional Services

For over 70 years, Kleinbard has represented a broad range of professional services firms including law firms, accounting firms, insurance brokerage firms, investment advisory firms, architectural and engineering firms, and medical practices, as well as management, information technology, and healthcare consulting firms. We are often the firm of choice for the top professional services firms in our region and are proud to be the “lawyers’ lawyer” for our colleagues and peers.

We provide our professional services industry clients legal services and counseling in the areas of:

• Business formation;
• Business counseling;
• Business divorce;
• Corporate governance;
• Counseling on professional ethical standards;
• Mergers and acquisitions;
• Joint ventures and strategic alliances;
• Financings (equity and debt);
• Intellectual property protection and licensing;
• Shareholder and partner disputes and litigation;
• Insurance coverage counseling and litigation;
• Professional liability litigation;
• Restrictive covenant litigation;
• Business succession planning;
• Employment and independent contractor counseling;
• Employee benefits;
• Executive compensation;
• Government relations; and
• Tax planning.

Examples of our attorneys’ successes in representing clients involved in professional services include:

• Representing a 20-member group of intellectual property attorneys in its separation from an “AM Law 50” law firm and the subsequent formation and partnership documentation governing the new firm.
• Representing a law firm with a history of representing Philadelphia businesses for over 100 years in connection with the planning and implementing of its dissolution, including the resulting contractual liabilities, as well as client transition and related ethical issues.
• Representing a law firm in litigation arising from the misconduct of a partner and related ethical issues.
• Representing an IT authentication consulting firm in the sale of its business to the consulting division of a “Big Four” accounting firm for approximately $15 million.
• Representing four founding members of a healthcare consulting firm in their leveraged buyout from a regional accounting firm, including new partnership agreements and the firm’s debt and equity financing arrangements.
• Structuring, negotiating, and closing the $60 million leveraged buyout of a 175-year-old construction and engineering firm for one of the largest privately-held companies in the United States.
• Representing a specialty architecture firm in forming a joint venture with an internationally prominent architect/designer to pursue hospital design opportunities in China.
• Successfully representing a designer of customized computer software in connection with a multi-million dollar negligent design claim by a national health insurer.
• Serving as independent compliance counsel to investigate whistleblower claims for a consulting firm advising businesses and governments worldwide on the subject of climate change.
• Successfully representing an architecture firm in a dispute with a former officer and shareholder involving multiple contractual and business tort claims.
• Advising and counseling financial advisors and firms in the financial services industry in connection with restrictive covenant and transition issues, as well as enforcing and defending restrictive covenants on their behalf.

Real Estate

Kleinbard has a diverse group of real estate clients, from publicly-held, nationally recognized REITs, to local real estate entrepreneurs with transactions ranging from six figures to hundreds of millions of dollars. We pride ourselves on our problem-solving ability on behalf of these clients, while our deep experience in the industry provides the required technical expertise and practical counseling.

Our services to the real estate industry include:

• Buying, assembling, and selling raw land and high-rise buildings;
• Representing significant office, retail, and warehouse landlords and tenants in their leasing activity;
• Land planning, zoning, variances, and permitting for development, rehabilitation, and leasing;
• Real estate tax appeals and exemptions;
• Commercial and residential condominium creation and conversion;
• Dealing with environmentally affected property;
• Representing construction and permanent financing lenders; and
• Representing nonprofits and businesses in financing and refinancing transactions, including bond transactions.

Examples of our attorneys’ successes in representing clients involved in the real estate industry include:

• Assembling 10 properties for a regional big-box shopping center.
• Coordinating the sale and condominium conversion for development of an office building and the largest high-rise residential tower currently under construction in Philadelphia.
• Representing the City of Philadelphia in leasing the state-constructed Family Courthouse to the local judiciary.
• Negotiating the lease for the development of publicly-owned space surrounding Philadelphia’s iconic City Hall.
• Representing the lender for construction financing of a trophy, 40-story office tower in a major metropolitan area.
• Obtaining tax exemption retroactive for 14 years and providing significant financial support to a social service nonprofit entity.
• Purchasing environmentally contaminated property, and leasing and transferring it.
• Representing a shopping center developer in leasing to major tenants including PetSmart, Giant Stores, Circuit City, and Best Buy.
• Representing a Pacific Rim investor in purchasing a 50% interest in a major office building.
• Representing the conflict committee of a prominent real estate investment and management firm in evaluating related party transactions.
• Assisting a nonprofit obtain a federal grant, a portion of which to be utilized to build community development projects.
• Representing limited partners in a shopping center in a dispute with the managing general partner relating to breaches of fiduciary duties and contract claims.

Technology

Kleinbard advises technology companies on the critical legal and business issues they face in the midst of sweeping technological change. We regularly represent clients in transactions and disputes relating to the procurement, sale, development, and protection of their products and services. Our attorneys also advise established companies wanting to develop new ways of doing business, as well as national and regional companies seeking to procure new information, healthcare, and communications technology products and services.

Our services to technology clients include the following areas:

• Acquisitions and dispositions;
• Joint ventures and strategic alliances;
• Private equity;
• Employee assignment agreements;
• Nondisclosure and confidentiality agreements;
• Source code escrow and license agreements;
• Supplier/distributor, trademark, and other technology-related disputes; and
• Software license agreements, including perpetual software licensing and service fee arrangements).

Examples of our attorneys’ recent successes for our technology clients include:

• Representing an options trading firm in connection with the acquisition of an options trading software package.
• Representing a developer of electronic medical record technology for use in the Pacific Rim.
• Representing a developer of a proprietary software used in the logistics field in connection with several development and license agreements with large national retail chains.
• Representing a provider of real-time Internet broadcasts of live events in a content license agreement with The Philadelphia Orchestra.
• Representing an IT authentication consulting firm in its sale of business to the consulting division of a “Big Four” accounting firm for approximately $15 million.
• Representing Wireless Philadelphia, a nonprofit corporation established by the City of Philadelphia, in connection with its city-wide WiFi network build-out agreements with Earthlink.
• Representing an investor in the purchase of convertible preferred equity in a company providing battlefield wound care technology to the military branches.
• Representing an IT company in successfully resolving a dispute with its joint venture partner, avoiding expensive and potentially distracting litigation.
• Representing a designer of customized computer software in connection with a multi-million dollar negligent design claim by a national health insurer.

Telecommunications

In the rapidly changing telecommunications industry, our lawyers employ a multi-disciplinary approach to tackling the broad range of issues that face our clients. The Firm’s Business and Finance Department works with prominent telecommunications companies on their mergers and acquisitions, commercial banking and other financing transactions, real estate, and joint ventures, as well as on tax and corporate board advisory matters. In addition, Kleinbard’s Litigation Department routinely works with telecommunications clients on consumer class actions, dealer disputes, internal investigations, and employment, intellectual property and general commercial matters. The Firm has represented numerous companies within this industry, including SunCom Wireless, Global Tower Partners, T-Mobile, Triton Cellular, and Wireless Philadelphia.

Our experience with telecommunications clients includes representing national and international tower owners, wireless carriers, broadband providers, and municipalities in the categories below.

• Mergers and Acquisitions
  • Lead counsel in over 100 acquisitions/exchanges of wireless markets, both spectrum and broadband
  • Served as lead counsel to Global Tower Partners in connection with over 500 tower and rooftop acquisitions from inception to their sale to American Tower in 2013
  • Lead counsel in a joint venture between SunCom Wireless and AT&T Wireless
• Corporate Finance
  • Senior debt
  • Mezzanine debt
  • Rounds of preferred stock issuances
  • Joint venture agreements
  • Executive employment agreements and executive compensation plans for senior management
  • Operational agreements
  • Roaming agreements
  • Sales agent, dealer, and other wholesaler agreements, incentive and promotional programs for agents and wholesalers, and disputes arising therefrom
  • Equipment purchase agreements
  • Licenses for games, ringtones, and apps
  • Consumer equipment insurance programs
  • Consumer advertising (direct mail, print, radio, TV, and online)
  • Co-marketing and promotional agreements
  • Celebrity endorsement agreements
  • Website and other Internet marketing/e-commerce issues
  • Consumer privacy and data protection issues
  • Billing system and other operational software licenses and related consulting agreements
• Real Estate
  • Master lease agreements on behalf of tower owners with all major broadband operators
  • Retail store/kiosk leases
  • Tower site lease agreements on behalf of wireless carriers

Examples of our attorneys’ successes in representing telecommunications clients include:

• Representing Digital Bridge in an initial equity fundraising of $200 million for a new affiliate.  This equity was used by the affiliate to purchase DataBank, Ltd., a leading North American provider of enterprise-class data center solutions.  The acquisition of DataBank provides Digital Bridge with a foothold for growth and further investment in the data center industry.  Our team also spearheaded negotiations with existing DataBank management on equity rollover, new equity grant and employment agreements.
• Representing SunCom Wireless from its formation and its joint venture with AT&T Wireless, until the closing of its merger with T-Mobile USA Inc. for $2.4 billion in cash and debt. Representation included an 18-month period serving at headquarters as acting in-house counsel.
• Representing the management of Global Tower Partners (GTP) in connection with the sale of the company to a consortium led by Macquarie Infrastructure Partners and Macquarie Communications Infrastructure Group. The transaction placed an enterprise value of $1.425 billion dollars on GTP.
• Representing a telecommunications company in the defense of a nationwide consumer class action relating to billing practices.
• Representing Wireless Philadelphia in connection with an agreement with a local investor group to take over operations for Philadelphia’s Wireless Initiative.
• Successfully representing a regional wireless service provider in claims brought against a dealer for breach of a dealer agreement.

Water

Kleinbard has worked extensively with clients in water-related industries, including companies that handle water, waste, and underground utilities and water treatment products and technologies. Our expansive experience in this industry allows us to offer our clients targeted approaches and solutions to the problems they face in their everyday business operations.

Our services to the water industry include the following areas:

• Business formation and counseling;
• Business divorce and reorganization;
• Mergers and acquisitions;
• Joint ventures and strategic alliances;
• Employment counseling;
• Employment litigation;
• Intellectual property protection and licensing;
• Commercial litigation;
• Insurance coverage;
• Restrictive covenants and unfair competition;
• Real estate; and
• Tax planning.

Examples of recent representations for our water clients include:

• Representing a water treatment equipment manufacturer in a joint venture with a supplier of anthracite located in the Pacific Rim.
• Representing a publicly-held water utility in successfully obtaining insurance coverage relating to property damage.
• Representing a private equity investor in acquiring a minority equity stake in a water technology company providing purified water to consumers.
• Successfully representing a natural waste management company in privatizing and improving a biosolids plant and managing and coordinating the process with two Mayoral administrations, City Council, the Water Department, and neighborhood groups.
• Representing a distributor of water treatment equipment in restructuring its various lines of business into different entities to minimize liability and facilitate outside investment.
• Representing a water treatment company in obtaining insurance coverage relating to the malfunction of the largest water treatment facility in Dubai.