November 20, 2015

Bob Plaze quoted in "Gross Doesn't Let SEC Guidelines Stand in Way of Big Bond Bets"

BLOOMBERG | Robert E. Plaze, a partner in Stroock's Investment Management Practice Group, was quoted in the Bloomberg article "Gross Doesn't Let SEC Guidelines Stand in Way of Big Bond Bets."

  • November 10, 2015

    Anne Salladin quoted in "5 Tips For Ensuring A Smooth CFIUS Review"

    LAW360 | Anne W. Salladin, former senior adviser counsel to the CFIUS and special counsel at Stroock, was quoted in the Law360 article "5 Tips For Ensuring A Smooth CFIUS Review."...Read More

    November 6, 2015

    Pierre Yanney quoted in "Schindler Unit Asks Fed Circ. For New Trial In Elevator IP Suit"

    LAW360 | Pierre R. Yanney, partner in the Intellectual Property Practice Group at Stroock, was quoted in the Law360 article "Schindler Unit Asks Fed Circ. For New Trial In Elevator IP Suit." ...Read More

  • October 27, 2015

    Robert Lewin quoted in "Reinsurer Says AIG Unit On Its Own For $262M Asbestos Deal"

    LAW360 | On October 27, Transatlantic Reinsurance Co. asked New York Supreme Court Judge Shirley Werner Kornreich to find it does not have to cover part of an American International Group Inc. (AIG) unit's $262 million settlement of asbestos litigation, claiming the lack of proper notification of the deal negates the reinsurer's liability to the insurer.

    According to the Law360 article, several AIG companies, including AIU Insurance Co., had agreed to settle asbestos-related claims from Dresser Industries Inc. in 2004. AIU contends they agreed to pay $262 million over a 10-year period. Dresser, wanting an immediate payout, had sold the deal to Lehman Brothers Holding Inc. for $173.6 million.

    Robert Lewin, partner and chair of Stroock's Insurance and Reinsurance Litigation/Arbitration Practice Group, represents AIU and argued that Transatlantic was made aware of its likely duties under the reinsurance certificates as early as 2001. He said, "The 2001 update specifically says that asbestos-related claims in general are rapidly moving and at one time or another all levels of coverage, regardless of policy attachment claims, will conceivably be affected."...Read More

    October 27, 2015

    Stroock Hosts Forum on the Future of Organized Labor in New York

    PRESS RELEASE | Stroock & Stroock & Lavan LLP hosted a Government Leadership forum today on organized labor, featuring Vincent Alvarez, president of the New York City Central Labor Council; Gregory Floyd, president of Local 237 Teamsters; Michael Mulgrew, president of the United Federation of Teachers; and Harry Nespoli, president of the Uniformed Sanitationmen's Association. The event was held at the firm's New York office.

    Robert Abrams, former New York State Attorney General and Chair of Stroock's Government Relations Practice Group, and Alan M. Klinger, Co-Managing Partner and Co-Chair of Stroock's Litigation Practice Group, moderated the panel discussion.

    "Labor issues permeate all aspects of daily life in New York City," said Abrams. "We were fortunate today to hear the top labor leaders in the city provide insight on the future of organized labor and its impact on our city."

    "One in four workers in New York is a union worker," said Klinger. "The state of New York is one of the strongest places for unions in our nation, and that is in large part due to these union leaders who support the middle class and our communities."

    The panelists were unified that supporting labor raises the quality of life for all workers, and that without organized labor there would be no middle class....Read More

  • October 22, 2015

    Stroock Mentioned in "Factors Combining to Encourage Energy M&A: 'This is What We’ve Been Waiting For'"

    SNL FINANCIAL | As a multitude of micro and macroeconomic factors have joined over the past year to create a unique and opportunistic M&A environment in the energy sector, industry professionals at Stroock's 2015 Emerging Energy Industry Developments Conference on October 20th in New York City were unified in the expectation that activity is just warming up. Panelists included executives from Alinda Capital Partners Ltd., Carlyle Power Partners and Goldman Sachs & Co., among others....Read More

    October 15, 2015

    Brian Diamond quoted in "CFIUS Looming Larger In Sensitive Property Deals"

    Law360 | Recently, the Committee on Foreign Investment in the United States (CFIUS) has looked into a number of notable deals involving property, and the attention has prompted attorneys to be increasingly vigilant for sensitive real estate issues like national security that might make it worth securing a voluntary review from the agency.

    The recent unwinding of the Chinese-owned Ralls Corp.'s wind farm purchase and the voluntary request to review last year’s blockbuster sale of the Waldorf-Astoria hotel to a foreign insurance firm were just the latest in a subtly expanding pipeline of transactions involving property that are ending up with the CFIUS. They will be far from the last, especially as more deal makers and their counsel decide to volunteer transactions for review to avoid the possibility of a forced unwinding.

    Brian Diamond, partner and co-chair of Stroock's Real Estate Practice Group, said "I predict it will continue to be applied to real estate and more real estate deals will do voluntary filings for CFIUS clearance. It's definitely more on the radar screen of business people and lawyers than it was before." ...Read More


Ken Pasquale to Speak at ABI's Winter Leadership Conference

Stroock Partner Ken Pasquale will be speaking at American Bankruptcy Institute’s Winter Leadership Conference. Mr. Pasquale will participate in the panel discussion "Bankruptcy Litigation/Labor & Employment/Distress & Labor in the Courtroom: Pensions and CBA Rejections."

  • December 1-2, 2015 - PLI’s 17th Annual Commercial Real Estate Institute
    Read More
  • December 3-5, 2015 - American Bankruptcy Institute’s Winter Leadership Conference
    Read More
  • December 3-4, 2015 - ALM's Annual Insurance Executive Conference
    Read More
  • November 23, 2015 | STROOCK SPECIAL BULLETIN

    "FOCI Mitigation Update: DSS Moves to a Risk-Based Approach and the NID Process Sees Incremental Improvement"

    The process and agreements that the Department of Defense uses to mitigate foreign ownership, control or influence ("FOCI") of U.S. government contractors have steadily evolved since Special Security Agreements ("SSA") were introduced some thirty years ago. Over the past few years, the Defense Security Service ("DSS") has moved toward a more "risk-based approach" to mitigation, which recognizes that all contractors and countries are not alike.

    This Stroock Special Bulletin provides some detail about DSS' risk-based approach to FOCI mitigation, as well as an overview of changes that are already trickling into the recently modified National Interest Determination ("NID") process, which allows companies under SSAs to access highly classified information.

  • November 19, 2015 | STROOCK SPECIAL BULLETIN

    Why Compliance Matters

    When the head of the Criminal Division of the Department of Justice ("DOJ") and the Director of the Securities & Exchange Commission's ("SEC") Division of Enforcement each offer detailed, point-by-point outlines of the elements of a good compliance program within a span of two days, there is little chance that the timing is coincidental.

    For years, practitioners have complained that the SEC and the DOJ give short shrift to corporate compliance programs in favor of jazzier, headline-grabbing prosecutions. Asking government prosecutors to encourage corporate compliance programs was akin to asking an orthopedic surgeon to recommend yoga instructors.

    As Assistant Attorney General (AAG) Leslie Caldwell acknowledged in her recent speech to securities industry compliance officers, "we are prosecutors, not compliance professionals."

    This Stroock Special Bulletin discusses both speeches, and how they highlight the need for companies to establish and maintain compliance programs – even where they are not compelled to do so by law – and to engage in rigorous periodic audits (internal or external) to ensure that the program is sound.

  • November 18, 2015 | STROOCK SPECIAL BULLETIN

    Bipartisan Budget Act Requires Partnerships to Share a Portion of the Audit Burden

    On November 2, 2015, President Barack Obama signed into law the Bipartisan Budget Act of 2015 (the "Act"), a law that raises the U.S. debt ceiling through March 2017 and defers the next federal budget battle until after the 2016 elections. Notably, Title XI of the Act – "Revenue Provisions Related to Tax Compliance" – includes fundamental changes to partnership audit rules for all entities treated as partnerships and provides clarification on gifted partnership interests.

    This Stroock Special Bulletin examines the key provisions of the Act, under which a greater share of the administrative tax burden rests at the partnership level rather than at the level of the individual partners, and discusses its implications for partnerships and partners.

    The Congressional Budget Office estimates that the audit streamlining provisions of the Act will raise $9 billion over the next 10 years.

  • November 17, 2015 | STROOCK SPECIAL BULLETIN

    Privileged Today, But Maybe Not Tomorrow

    In NAMA Holdings, LLC v. Greenberg Traurig LLP, 2015 NY SLIP Op. 07346 (1st Dept. Oct. 8, 2015), the New York Appellate Division, First Department, confirmed the limitation imposed by the fiduciary exception to the attorney client privilege and adopted the test established in Garner v. Wolfinbarger, 430 F.2d 1093, 1103-04 (5th Cir. 1970) for determining when the fiduciary exception should apply. Decisions of the First Department are particularly significant because sophisticated commercial disputes heard in the Commercial Division of Supreme Court, New York County are appealed to that Court.

    Garner posed a non-exhaustive list of factors (the “Garner Factors”) to be considered in determining whether the fiduciary exception carve-out from the attorney-client privilege applies. The First Department found that the Garner factors “strike[] the appropriate balance between respect for the privilege and the need for disclosure.” However, a drawback to the Garner approach is that it creates uncertainty whether the attorney-client privilege, which was assumed to protect the communication, will be found, after-the-fact, to be still available.

    Because of this uncertainty, both outside and in-house counsel who represent a party that owes fiduciary duties need to be more sensitive to the possibility that their communications will not be deemed privileged in subsequent litigation.

    This Stroock Special Bulletin provides a summary of the NAMA Holdings case, a discussion of how the Garner factors have been applied in a variety of actions, and the implications of NAMA going forward.


    "Damages In Design Patent Infringement Cases: Nordock, Inc. v. Systems Inc."

    The successful plaintiff in a design patent infringement case is entitled to recover the greater of the defendant’s profits or its own damages, regardless of how the jury desires to apportion the award. Moreover, a plaintiff is not required to apportion those profits to the portion of the infringing device that is attributable to the patented design. Thus, in Nordock, Inc. v. Systems Inc., No.

    2014-1762, 2015 WL 5710400 (Fed. Cir. Sept. 29, 2015) (http://1.usa. gov/1Rzfq7p), the Federal Circuit ordered a new damages trial on the grounds that the amount of defendant’s profits assessed by the jury was not supported by the evidence or in accordance with the law. The Nordock decision also contains a warning that post-verdict motions should be made with sufficient specificity.

  • November 11, 2015 | STROOCK SPECIAL BULLETIN

    "Protecting Co-op Indemnification Rights"

    A recent 2015 appellate decision makes clear that broad indemnification provisions in co-op alteration agreements and proprietary leases – ones that fail to expressly exclude liability for the co-op’s own negligence – are unenforceable, even where no negligence on the part of the co-op has been alleged. Although the 2015 case – Nolasco v. Soho Plaza Corp. et. al. – was decided by the Appellate Division, Second Department (which is not considered “cont

    rolling” law in Manhattan), the defendant was a co-op located in Manhattan.

    This Stroock Special Bulletin discusses the implications of the Nolasco decision for co-op proprietary leases and alteration agreements, which, if not properly crafted, may result in a co-op losing its right to recover against a shareholder who causes damage to the building or other shareholders’ apartments, even if there was no negligence on the part of the co-op.

  • November 4, 2015 | NEW YORK LAW JOURNAL

    "Laws and Practices On Annual Meeting Minutes"

    Conventional wisdom and good practice would dictate that minutes are taken when an annual meeting of cooperative housing corporation shareholders and condominium association unit owners are held. The 2015 annual meeting season for co-ops and condominiums has largely come to a close—annual meetings are most commonly held in the spring, after the co-op or condominium’s certified public accountants have completed their audit of the entity’s books and records and certified financial statements are available for distribution to apartment owners.

    Now, managers and their counsel must decide what to do regarding the annual meeting minutes.

    For condominiums, boards and managers can look for legal requirements and guidance to New York’s Condominium Act, and for co-ops, to the Business Corporation Law. However, the law offers limited guidance and leaves open questions regarding not only what should be done with annual meeting minutes, but even whether they are legally required at all.