Alternative dispute resolution – or settling disputes outside of the courtroom – includes arbitration, mediation, early neutral evaluation and conciliation. As costs of ordinary litigation rise and time delays increase, more states have begun experimenting with ADR programs. Some of these programs are voluntary; others are mandatory. Wolin & Rosen is well-versed in them. We provide representation in alternative dispute resolution forums in the United States and abroad.
Based on this broad range of experience, the attorneys at Wolin & Rosen help clients determine the best course of action for the situation. Whether representing the plaintiff or the defendant in actual or potential litigation, our attorneys provide the needed counsel to develop the most effective strategy based on the circumstances and budget. We also plan and draft appropriate arbitration language for commercial agreements.
We consult on the law regulating anticompetitive and monopolistic activities, including strategic planning to avoid foreign or domestic antitrust violations.
Using proven estate and business planning techniques, Wolin & Rosen attorneys craft comprehensive asset and wealth preservation strategies for a wide range of clients. Liability insurance review, trusts, business entity structuring, estate planning and investment strategies are just some of the methods we use to give our clients the peace of mind that comes from knowing personal and business assets are well-protected.
For more than 30 years, we have represented banks, thrifts and affiliated entities in the organization and structure of their ongoing business activities. For these clients, we provide proactive guidance to ensure compliance with various federal and state commercial and consumer finance laws and regulations. To supplement these initiatives, we provide a full range of loan services – from negotiating and structuring complex credits to preparing loan documentation in any state for all types of collateral. Wolin & Rosen attorneys also assist in the collection of loans and in complicated workouts. Our long-term involvement with these financial institutions has included the development and implementation of innovative bank products that have been offered to the public, as well as the creation of new banks.
Wolin & Rosen provides full service representation on all aspects of business transactions, including sales of goods and services; commercial paper; security interests; guarantees; financing of operations; distribution and agency contracts; formation of partnerships; importing and exporting goods; licensing and cross licensing and related litigation.
At Wolin & Rosen, we represent clients in general corporate matters, as well as mergers, acquisitions and divestitures, commercial finance, start-ups and venture capital projects. We provide support to a wide range of clients to assist in launching new businesses or implementing existing business plans. We also are there to help manage the details – everything from general contracts, supplier agreements, employee contracts, distribution agreements, manufacturing contracts and consulting agreements to equipment financing and leasing.
We help plan for and organize new corporations and limited liability entities, including capitalization; share subscriptions; shareholder agreements; employment agreements; finance and operations; negotiate and form joint ventures and plan for acquisitions and mergers.
In addition, Wolin & Rosen represents clients as they buy, sell or restructure a business. From acquiring assets to raising money for new investments, we work closely with our clients to establish objectives and strategies. As negotiators, we protect and advance clients’ business interests. For our clients, we guide complex transactions such as mezzanine financing, asset-based lending, and sales and leasebacks.
Some of the services we offer in the corporate and general business area include:
General Corporate Representation
Covering everything from maintaining basic corporate information to advising companies on the ever-changing legal developments at the local, state and federal levels, Wolin & Rosen provides sound and timely business counsel for a diverse client base. We help our clients tackle new challenges – such as understanding and preparing for the ramifications of new legislation – as well as the day-to-day operations of any business – such as managing the wide variety of contractual arrangements with the most up-to-date and sophisticated technologies.
Mergers and Acquisitions
As part of its business law services, Wolin & Rosen works with a number of privately and publicly held entities to complete mergers, acquisitions and other business combinations. Our attorneys are there every step of the way to help private and public corporate clients navigate all types of business deals – from hostile takeovers to friendly mergers of equals. We work closely as a team to flexibly anticipate and respond to roadblocks and develop strategies to head off obstacles.
Our attorneys have extensive experience in developing financing solutions for a variety of clients, including entrepreneurs, middle-market organizations and publicly traded companies. Based in part on our banking experience representing both lenders and borrowers, we have the unique ability to anticipate potential problems and create strategies – such as arranging working capital or revolving loans – to close the deal as effectively and quickly as possible. We have developed relationships with banks around the country and often help clients identify and secure appropriate lenders for their specific needs.
We represent clients in myriad transactions involving both secured and unsecured financing. Our experience extends to areas such as asset-based lending, floor-plan financing, mezzanine financing and subordinated financing to private placements, syndicated lending, bond financing, equipment leasing, and sale and leaseback transactions. In addition, we assist institutional lenders with industrial bond financing and counsel clients on how to create loan workouts and restructure troubled loans and debtor-in-possession financing arrangements. For those businesses in financial distress, we work to negotiate amendments to their current financing arrangements and secure additional financing.
Wolin & Rosen serves start-ups and emerging growth companies to help launch, develop or retire their new ventures. For these start-up clients, our attorneys offer cost-effective advice as they determine the most appropriate form of enterprise; navigate licensing, registration and permit requirements; create the appropriate documents and structures; and prepare all necessary contracts such as shareholder, partnership, joint-venture, real estate, employment and information technology agreements. Our services also include helping clients protect their valuable intellectual property rights, creating succession-planning documents and ensuring that the business infrastructure is in place to support a successful new business.
In addition, we counsel these start-up companies as they grow. Our extensive work with venture-capital firms means we can help new businesses secure the financing they need to flourish. Our expansive network of sources – including seed and angel investors, private equity funds, venture capital firms, loan officers and leaders in the business community – and firm resources provide invaluable support to these fledgling businesses.
Our attorneys work with employers on a full spectrum of employment and labor matters, including negotiating and preparing employment agreements, employee handbooks and manuals, personnel policies, independent contractor arrangements, severance packages and protection of proprietary information. We counsel our clients on at-will employment issues, new employment laws, appropriate documentation, and recordkeeping policies and procedures to utilize in employee counseling and termination, maintaining employee diversity policies, sexual harassment training and other employment-related issues. If litigation or alternative dispute resolution become necessary, our attorneys are ready to defend our clients from employment and other discrimination and sexual harassment claims, wage and hour disputes, wrongful termination disputes and other employment and labor-related lawsuits before local, state and federal agencies, and state and federal courts, as well as arbitrators.
We provide various levels of estate-planning services to a variety of clients including families, business-owners, corporate executives and professionals. We draft wills, charitable and living trusts, insurance trusts and family limited partnerships, as well as other documents that will ensure smooth transitions. Our methodologies minimize estate, inheritance, generation-skipping, gift and income taxes while ensuring that our client’s wishes are carried out in the disposition of assets. We also advise personal representatives and trustees regarding all phases in the administration of trusts and estates.
We assist in registration of medical device manufacturers, importers and products, including 510(k) and premarket approval submissions. We develop and implement compliance protocols for Quality Systems Regulations and Medical Device Reporting. Interact between clients and the U.S. Food and Drug Administration on the local and national level.
We represent clients who use franchising for their growth. We work closely with our franchise clients in all aspects from structuring and distribution, finance, real estate and advertising. We have documented franchise programs and restructured existing franchise relationships.
We obtain permanent resident permits or temporary visas for employment in the U.S.
Our attorneys guide clients through the maze of issues surrounding the Internet such as trademarks, taxes and software-code protection. In addition, our Internet savvy legal professionals help clients start up Internet companies – including software and Web site developers – and face the challenges surrounding online services and intellectual property, software licensing, linkages, strategic alliances, confidentiality requirements, financing and structuring.
We assist insurers, reinsurers, policyholders and self-insureds in presenting, responding to, and resolving claim and coverage disputes. We are involved in first- and third-party work and subrogation matters for our clients from both traditional and alternative markets, and we handle a variety of corporate and litigation matters for them. We help our clients design, adopt and implement loss-prevention plans to limit risks, liability and exposures. We provide assistance after the initial occurrence or event through claim presentation, including advice in the investigation of suspicious claims, examinations under oath or in submitting or responding to inquiries from administrative agencies such as departments of insurance. We work closely with our clients to enable them to receive maximum benefits, protection and recovery available. Wolin & Rosen attorneys are frequently appointed by one or both sides to be mediators, arbitrators and neutrals in arbitrations and disputes between companies and policyholders.
We enforce the patents, trademarks, and copyrights of our clients all over the United States in prosecuting and defending intellectual property cases.
We prosecute state and federal registration applications for trademarks and service marks, as well as federal copyright applications. We draft agreements preserving trade secrets and confidential information, and negotiate and draft intellectual property licensing agreements and assignments.
All companies are vulnerable to internal fraud, embezzlement and other misdeeds. At Wolin & Rosen, we work closely with our clients to minimize the devastating damages – from financial losses and legal and regulatory jeopardy to ruined reputations – these things can cause the company and its employees. We also help our clients manage these challenging situations in a cost-effective and efficient manner without unduly disrupting their organizations or established business relationships. Our in-depth resources provide clients with the appropriate professionals to thoroughly investigate incidents, take steps to stop improper activities, and prevent them in the future. We help clients re-establish trust with partners, customers and law enforcement.
We consult on international regulation of sale and delivery of goods and services.
We consult on all aspects of labor law from negotiating collective bargaining agreements to labor arbitration to reductions in force and plant closings.
Wolin & Rosen attorneys have substantial experience and a successful track record in federal, state and administrative courts and alternative forums for dispute resolution. As advocates and counselors, we represent clients in all manner of commercial disputes, including those involving sophisticated issues of securities and futures law, antitrust law, bankruptcy, insurance law, and intellectual property including litigating patents, trademarks, and copyrights. We have extensive experience in employment law including employment discrimination matters. We represent both plaintiffs and defendants in tort litigation and also work on general contract disputes, class-action suits and general premises liability issues. Our attorneys appear in state and federal courts throughout the country.
We also represent clients in administrative proceedings and disciplinary hearings before federal and state regulatory agencies, such as the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Federal Deposit Insurance Corporation, the Federal Reserve System; and various state securities, corporate, banking, employment agencies and real estate licensing agencies, such as the Office of Banks and Real Estate; and the Illinois Department of Labor and Human Rights Commission. We are advocates for claimants and respondents in commercial arbitration proceedings before the National Association of Securities Dealers Inc., the National Futures Association, the American Arbitration Association, and international dispute resolution organizations.
Our attorneys have successfully litigated cases in the Supreme Court of the United States, the United States Court of Claims, the United States Tax Court, the Illinois Supreme Court and state and federal district and appellate courts throughout the country.
We consult and advise on all aspects of nuclear law including compliance with Nuclear Regulatory Commission and Agreement State regulations, site and shipper licensing, waste disposal issues, insurance coverage and liability issues.
Wolin & Rosen represents people who have suffered serious injuries in every type of personal injury case, from medical malpractice to vehicle and airplane crashes. Our attorneys have secured multi-million dollar verdicts and settlements in this area, and have written state of the art books and articles teaching lawyers how to conduct such litigation. We also defend clients against personal injury claims, using the same skills and expertise we employ to prosecute these matters on behalf of victims.
We assist in programs to avoid products liability claims and allocate risks among parties in the manufacturing and distribution chain. Coordinate and monitor defense in international, national and local products liability litigation. Conduct on-site investigations of incidents to minimize risks. Provide insurance planning, review, negotiation, and claims management reporting as required by products liability insurance policies.
On a nationwide basis, Wolin & Rosen represents developers, lenders, investors, borrowers, and brokers when acquiring, structuring, financing, refinancing, leasing and developing commercial real estate including hotels, office buildings, shopping centers, mixed-use facilities, planned-unit developments, condominiums, manufactured-home communities, mobile-home parks, multifamily housing projects, retail strip centers and health-care facilities. We also handle commercial and residential real estate purchase, sale and lease transactions, zoning and condemnation matters. In addition, we help structure and implement collateralized mortgage obligations programs and their securitization.
While representing both landlords and tenants, our attorneys handle all types of leases – from ground leases to apartment leases. In addition, we help developers buy and convert buildings to condominiums for both commercial and/or residential (mixed use). And, Wolin & Rosen legal professionals also provide assistance to clients undertaking structured deals and syndications or setting up 1031 (like-kind) exchanges where property is exchanged tax-free or tax deferred.
Wolin & Rosen represents issuers, underwriters and placement agents in connection with public offerings and private placements of securities. We also advise clients on federal and state securities laws. Our services include representing broker/dealers and other participants in the securities markets, including public and private offerings of common stock, warrants and other equity securities. We assist in structuring offerings, (public and private), venture capital, hedge funds, and placements of taxable and tax-exempt municipal obligations.
We counsel our public clients on reporting requirements, including the preparation and filing of periodic reports, proxy statements and annual reports. We render advice on stock exchange regulations and requirements imposed upon members, and member firms; compliance issues; and the regulation of brokers and dealers by federal and state securities regulatory agencies and self-regulatory organizations.
Attorneys at Wolin & Rosen have obtained a national reputation by representing futures commission merchants; and by advising brokers and other futures and derivatives professionals in all facets of their operations, including organization, registration and compliance with ongoing regulatory requirements.
We also represent commodity trading advisers and commodity pool operators in organizing, structuring, registering and complying with regulations concerning commodity pools, (public or private), and managed account programs. We assist in the preparation of disclosure documents and help clients meet their reporting requirements. We represent futures commission merchants, introducing brokers, commodity trading advisers, commodity pool operators and floor brokers in various disciplinary matters before the futures exchanges, the National Futures Association and Commodity Futures Trading Commission.
We represent clients in securities offerings and prepare materials relating to Rule 144A offerings, implement depository facilities and create employee stock purchase plans.
Wolin & Rosen works closely with clients in security planning and litigation involving all types of property, from banks and gas stations to apartment complexes and office buildings. We also represent plaintiffs in breach of security cases that involve the same sets of skills. Our lawyers have published books and other professional literature for lawyers who want to learn about this growing area of the law.
Wolin & Rosen attorneys have significant experience in investigating and defending white-collar criminal allegations and have handled matters involving health-care fraud, bank fraud, mail fraud, securities fraud, commodities fraud, mortgage fraud and criminal antitrust.