Cases
Representative Cases: Corporate Experience: Closed an acquisition for Veristar LLC, a data management
document review company serving corporate legal departments
private law firms. H
led the acquisition of certain assets from Franklin Data Ventures Inc. With the acquisition, Veristar LLC is now a national provider of expert forensic data collection, electronic discovery
comprehensive document
managed review services.
Closed a $5,750,000 credit facility for our client, a business executive air transportation company. The highly complex financing transaction involved numerous state
federal regulatory bodies, including a local Chicago airport. The collateral is two leasehold mortgages on subleases of ground leases of two airport hangers. We also brought into the deal the entity that was the ultimate financing source for this transaction.
Obtained a significant
hard-fought victory on behalf of a corporate client. The client, a private jet leasing company, learned that an employee had embezzled over $500,000 from the company
its subsidiaries over a period of several years. Upon discovery of the theft, the client sought Johnson & Bell's guidance
counsel. After the employee was immediately terminated, we filed a claim on the client's fidelity insurance bond. In pursuing the insurance claim, we worked with police investigators
forensic accountants to establish insurance coverage under the policy
the extent of the client's covered damages. After months of negotiations with the insurance company, the insurance claim was approved
the company recovered the entire amount of its loss. The police investigation
potential criminal prosecution remains pending against the former employee.
Resolved two fraud cases brought against the same marketing company. In the first case, represented two start-up companies against the marketing firm
were able to prove that the company failed to develop the two cell phone applications
two websites ordered by the start-up companies. In the second fraud case, proved that the marketing firm never fulfilled the contract with the client, which included business development
consultation, graphic design,
the development of a sales presentation. In both cases, recovered clients' money spent to retain the marketing firm.
Resolved a sales tax audit of a vending machine company, saving the client over $100,000. The Illinois Department of Revenue (IDR) said that its audit disclosed that our client owed $220,000 in unpaid state sales tax over an 18-month period. We disputed the outst
ing claimed amount
agreed to participate in the agency's new fast track non-binding resolution process set up in order to resolve taxpayer disputes in a quicker
less expensive manner. After a full day negotiating with the IDR
working with the IDR's facilitator, our client agreed to pay $110,000 to resolve the sales tax dispute which included having over $13,000 in late charges abated by half.
Resolved corporate ownership dispute involving a commercial recycling plant, saving our clients nearly $2 million in the process. In this ownership dispute, we represented two of the four shareholders, each of whom held a 25 percent stake in the company. Following the death of one of the two rival shareholders who were not our clients, the business relationship among the remaining owners began to deteriorate over several years. One of the rival shareholders was the spouse of the decedent shareholder, who assumed his 25 percent share following his death. Disputes arose between the four owners about the valuation of their respective 25 percent stakes, back-owed distributions, back-rent owed
operating issues. Moreover, the two owners not represented by Johnson & Bell sold the building where the company operated without telling our clients. At this point, we were retained to resolve the dispute. After threatening to litigate the dispute via a dem
letter
draft complaint, we convinced the two rival shareholders to mediate the dispute. As part of the mediation, our team requested a valuation of the ownership interests as determined by the company's accountants in accordance with the language contained in the corporate buy-sell agreement. The two rival shareholders disputed the valuation of the interests, seeking a substantially higher dollar value for their respective interest pursuant to a competing valuation. The two rival owners also claimed back-rent that was owed in excess of $500,000. Our clients claimed the large roof on the plant needed to be replaced at a cost of $300,000. Ultimately, no back rent was paid
the two rival owners agreed to a valuation slightly above the valuation we claimed was correct with a buyout of each of their 25 percent stakes in the company. Compared to the rival shareholders' initial buyout dem
s, we saved our clients nearly $2 million to bring this dispute to a successful resolution by way of an all-day mediation without the need for any litigation.
Litigation Experience: Represented an Ohio-based national bank in its federal lawsuit
negotiations with the FDIC
a commercial real estate appraisal
valuation firm. A non-binding mediation resulted in the recovery of funds after a failed real estate transaction under an option in a Purchase
Assumption Agreement.
After oral argument, obtained an important, far-reaching ruling in client's favor from the Illinois Supreme Court on the issue of attorney-client duty in a wrongful death action
settled an area of law which, despite a statute covering this relationship, had not yet been addressed by Illinois courts.
Obtained a favorable decision in the Illinois Appellate Court in a case with multi-national parties in the manufacturing industry involving claims under the Illinois Business Broker's Act, quantum meruit, common law fraud,
breach of contract.
Obtained a favorable decision in the Illinois Appellate Court in a case involving the Illinois Mortgage Foreclosure law
the options available to banks against mortgagers who default.
Represented the former directors of an Illinois bank against a $90 million FDIC claim. The claim was settled during mediation for $4 million, all damages
attorney fees having been covered by the directors' insurance policy. This is reported to be one of the best settlements during the banking crisis on behalf of directors
officers in an FDIC claim situation.
Prepared independent legal opinion memor
ums for submission by community banks to the FDIC.
Defended a community bank against a class action brought under the Electronic Funds Transfer Act.
Argued the only known case in Illinois in which a bank attempted to prevent the Illinois Department of Professional
Financial Regulation from closing it
appointing the FDIC as receiver.
Represented former directors
officers of failed financial institutions during FDIC investigations.
Successfully obtained insurance coverage for former directors
officers of failed banking institutions after initial denials of coverage were issued by the insurance carriers.
Successfully represented a renovation company in a $784,000 claim against the Willis Tower
had the claim paid within three weeks of sending a dem
letter.
Obtained a jury verdict in excess of $1 million after a several week trial for a local businessman against foreign defendants from Korea, India
China.
Represented the Office of the Cook County Public Guardian in lawsuits against attorneys who allegedly failed to properly probate personal injury settlements to the detriment of the disabled persons which included successful oral argument before the Illinois Supreme Court.
Represented a medical school graduate against the University of Chicago Medical School related to claims of resume fraud preventing the issuance of a medical degree.
Served as lead local counsel for numerous New York law firms in large, multi-party litigation.
Represented both professional athletes
professional sports teams.
Represented a family against Fox Broadcasting Co. arising out of the reality television show Renovate My Family. The case made international headlines
was amicably resolved during litigation.
Presented oral argument before the U.S. Appellate Court for the Second Circuit located in New York for a trademark
copyright dispute case, Ivy Silberstein v. Twentieth Century Fox, et al., which related to claims against the producers of the motion picture, Ice Age.
Represented an independent film producer in a breach of contract lawsuit against famed film director Martin Scorsese, which was amicably resolved during the litigation.
Regulatory Experience: Testified before the California State Senate Committee on Banking
Financial Institutions during an informational hearing - The Changing Face of Student Loan Servicing in California. Discussed the often unknown or misunderstood practice of gap financing, which is often used by private post-secondary schools.
Represented a North Carolina Bank in its negotiations with the Federal Deposit Insurance Corporation concerning two failed financial institutions with $377.8 million
$100.7 million in assets at the time of their closings that resulted in an early termination of two commercial shared loss agreements on favorable terms.
Testified as a financial industry expert before California state legislature relating to a proposed bill on licensing student loan servicers.
Advised a publicly traded bank on regulatory aspects pertaining to rebr
ing, marketing,
co-br
ing with the bank's subsidiary financial service companies.
Delivered advisory memor
um on issues related to lender credit during regulatory examination under the Community Reinvestment Act as part of financing package for multimillion-dollar urban redevelopment project.
Delivered advisory memor
um on anti-money laundering, FATCA
other compliance issues on behalf of foreign bank seeking correspondent relationship.
Advised for-profit educational institutions on issues related to state licensure
registration.
Advised for-profit educational institutions on issues related to retail installment financing.
Advised financial services business on corporate structure
issues related to potential alter-ego liability.
Developed E-Sign Act disclosures
advised client on implementation of related management procedures.
Advised clients on issues related to maintenance
use of personally identifiable information under the Gramm-Leach-Bliley Act
Regulation P.
Advised clients on Electronic Fund Transfer Act as amended by Dodd-Frank Act
implemented through Regulation E.
Conducted a consumer lending compliance review for a tuition financing company which resulted in preparing new federal lending disclosure forms
new lending documents in compliance with the Higher Education Opportunity Act of 2008
Regulation Z.
Conducted a consumer lending compliance review for a for-profit beauty school which resulted in preparing new federal lending disclosure forms
revised enrollment agreement in compliance with the Higher Education Opportunity Act of 2008
Regulation Z.
Reviewed enrollment agreements of for-profit schools for compliance with consumer lending laws at the state
federal level.
Addressed the issue of payment default
cancelation terms in school enrollment agreements for conformance with consumer lending laws at the state
federal level.
Assisted a client in creating an LLC for the purpose of becoming a consumer lender
then performed the necessary legal work to get the client licensed as a state consumer lender.
Addressed the regulatory issue of whether a state consumer lending license is required to be obtained by for-profit schools in order to lend to students.
Advised on enforcement matters, including advice on examination report findings, communications
negotiations with federal
state agencies
defense of supervisory actions.
Advised board of directors on troubled bank issues, such as deposit insurance
related receivership matters.
Advised on the Troubled Asset Relief Program (TARP).
Advised on the FDIC Loss Share negotiation
compliance.
Defended FDIC Section Removal from Banking Action
FDIC lawsuits against Directors
Officers of failed banking institutions.
Advised on corporate
operational compliance issues, such as lending limits, affiliate
insider transactions, management interlocks, director
officer responsibilities, Bank Secrecy Act, Anti-Money Laundering regulations
USA PATRIOT Act regulations.
Prepared, reviewed,
negotiated contracts, including vendor, third-party
affiliate agreements.
Advised on geographic expansion of banks.
Advised on transactional matters, such as bank mergers, acquisitions
branch purchases
sales.
Advised on corporate structure matters, such as holding company formations, formations of subsidiaries, service corporations
joint ventures
networking arrangements with third-party providers of insurance
securities services.
Advised on new product development, including the development of electronic banking products, including Internet banking operations
remote deposit programs.
Counseled numerous clients on the Card Network Rules, the Clearinghouse rules, ACH transactions, remote deposit capture, debit cards, prepaid debit cards, wire transfers (SWIFT
Fedwire
CHIPS)
other similar laws.
Advised on capital-raising transactions, including issuances of common
preferred stock, subordinated debt,
trust preferred securities.
Conducted internal
white-collar investigations.
Advised on insurance coverage for banks.
Advised on licensing of non-bank subsidiaries
affiliates under state mortgage banking, consumer lending, insurance,
securities law.
Advised on consumer compliance issues, such as compliance with the Truth in Lending Act, the Equal Credit Opportunity Act, the Electronic Fund Transfer Act, the Truth in Savings Act
state
federal privacy laws.
