Experience in application.
For more than two decades, LP has provided knowledgeable and innovative legal counsel to clients across a range of industries and scenarios. Review some of our previous matters, transactions, and cases below.
Drafting disclosure compliance documentation
LP represents several developers of newly constructed, high-rise condominiums in drafting disclosure compliance documentation and condominium governing documentation. LP has performed this work for several significant projects in Chicago, including One Bennett Park Condominiums and Wanda Vista Residences Condominiums. We also drafted master association documentation for the redevelopment of River South.
Co-op to condo conversion
LP successfully handled the conversion of a 98-unit residential cooperative high rise in Chicago to a condominium form of ownership.
Accounting firm M&A
LP has established itself as the go-to law firm for the structuring and negotiation of mergers and acquisitions in the accounting industry. The firm represented UHY Texas Group in its separation from UHY and its merger into BDO. This involved complicated and delicate negotiations with both UHY, from whom the Texas offices were separating, and BDO, the firm they were joining.
Multiple insurance industry acquisitions
LP has served as buy-side counsel in more than 100 transactions to a leading North American insurance brokerage that provides a variety of employee benefits, business, and personal insurance products and services.
Real estate industry acquisitions
LP has represented a fully integrated real estate investment firm focused on the nationwide multifamily market in more than 20 acquisitions since the firm’s inception. LP is involved in all phases of the transactions, including term sheet negotiation, due diligence, negotiation of the purchase agreement, debt financing, tax structuring, joint ventures, and equity raises.
Private equity sponsor representation
LP represented a private equity sponsor in the $5.5 million acquisition of a manufacturing sector portfolio company. We negotiated and drafted the joint venture equity operating agreement, purchase documents with the seller, and the senior credit facility with the senior lender.
Roll-up strategy and execution
LP represented a strategic buyer of commercial building equipment companies that sought to roll up smaller entities into its existing structure. We helped our client create a systematic acquisition strategy and process that enabled our client to acquire companies with enterprise values of $300,000 to $1,000,000 at a rate of three to five per month.
Financial Services & Restructuring
LP has represented a diverse mix of borrowers and lenders, including:
- A lender in connection with an $8 million term loan to fund an ESOP, and a $1 million working capital line of credit to a New York plumbing supply company. During the transaction, LP secured all business assets and collateral assignment of the ESOP loan.
- A lender on a $20 million line of credit and a $12.6 million construction loan to a mechanical contractor. The loan proceeds were used for working capital and to construct a new corporate facility. There were two separate closings plus a third closing related to funding of an ESOP. The loan was secured by all business assets and real estate.
- A lender on a $4 million working capital line of credit, $7.5 million term loan, and $1.5 million equipment term loan to a plastics manufacturer and its affiliates. The term loan was used to purchase stock of an unrelated entity. The loans were secured by all business assets, intellectual property, real estate and stock pledge in all subsidiaries.
- A lender on a $26.5 million term loan and $1 million working capital line of credit to a direct marketer of insurance products and its affiliates in conjunction with borrower reorganization and purchase of stock by the shareholder. The loan was secured by all business assets, intellectual property, and stock pledge in all subsidiaries and life insurance.
- A lender on a $7 million term loan to an auto parts supplier for final funding of an ESOP. Secured by all business assets and collateral assignment of an ESOP loan.
- A lender on approximately $6.5 million aggregate of term loans to Ford dealership and $1 million unsecured line of credit to shareholders for purchase of another Ford dealership. Secured by real estate and business assets.
New product patent clearance
A client wanted to introduce a new product into a market saturated with nearly 100 patent filings owned by a competitor known to be particularly litigious in enforcing its patent rights. LP helped the client understand the scope of coverage of the competitor’s patent filings, and guided the client with development of the new product to successfully navigate the minefield of patents owned by the competitor.
Strategic IP portfolio review
A client with a large international patent portfolio was spending a substantial amount of money routinely maintaining patent filings without understanding the direct or strategic value of the filings and conducting meaningful cost-benefit analyses. LP worked with the client to identify patent filings covering outdated technology, having limited scope, and covering inventions that no longer were core to the business. We discussed monetization options (such as selling or licensing these patents) and helped the client undertake realistic cost-benefit analyses. In the end, the client substantially reduced the size of its patent portfolio and eliminated tens of thousands of dollars of unnecessary annual carrying costs.
Company confidentiality policy
An LP client with multiple U.S. and international offices and business units was challenged by inconsistent internal treatment of documents containing varying degrees of confidential and proprietary information. We worked with the client to develop a comprehensive company-wide documented confidentiality policy, including guidelines covering multiple categories (levels) of confidentiality and disclosure approval workflows for each category of documents.
Labor & Employment
Downsizing and employee relocation
We were retained by a leading manufacturer of exercise equipment to assist in downsizing its workforce and relocating certain employees and functions to other offices. We helped the client decide how to conduct the layoffs and determine the severance packages to be provided, coached the human resources and management staff on the termination meetings, prepared group termination agreements for the employees who were exiting, and dealt with attorneys engaged by several employees. Having restructured its business, the client was able to stabilize its financial situation and return to a path of profitability.
Exempt vs. non-exempt
We were retained by a national service provider to audit its classification of employees as exempt or non-exempt from overtime requirements, and to confirm that their method of recording hours and wage payment practices complied with applicable state and federal laws. This broad-based review allowed our client to implement standardized practices to ensure compliance with wage and hour laws in all of its locations.
Executive departure to a chief competitor
We were retained by a large pharmaceutical company in connection with the departure of an executive to a chief competitor. We successfully obtained an emergency TRO preventing the executive from commencing employment, notwithstanding the absence of any confidentiality or non-compete agreement. In addition, after coordinating an internal investigation that revealed that the executive had taken electronic information days before his departure, we were able to leverage those findings to negotiate an agreed order resolving the case and imposing ongoing competitive restrictions on the executive.
Competing unions in a company consolidation
In a case that touched virtually every aspect of union relations law, we worked with a major national food producer and distributor to consolidate operations previously housed at two nearby facilities. The two operations being consolidated were represented by different unions, and each argued that it, not the other union, should be the representative of the employees of the consolidated operation. We developed a strategy that took into account the company’s business needs and goals and succeeded in having the NLRB order an election to appoint a single union as the employee’s representative. As a result of this success, the company was able to complete its consolidation, standardize its processes and procedures, and significantly increase the efficiency of its operations.
We represented an international consumer products company in connection with its divestiture of an operating division with 25,000 employees in 36 different countries. We assisted in drafting the agreements controlling the transfer of employees and coordinated with counsel worldwide to ensure that notification, consultation, and other transfer requirements were satisfied.
Developing and implementing a nationwide leave policy
When a Fortune 100 company decided to implement a nationwide leave policy, we worked with the human resources and business teams to determine their goals and assumed primary responsibility for drafting the leave policies. With these policies implemented, our client was able to streamline its response to leave requests and control risk.
Handling a broker-dealer dispute
LP defended a major broker-dealer and newly hired financial advisor in an injunction lawsuit and FINRA arbitration filed by a former employer alleging breach of non-solicitation provisions and violation of the Trade Secrets Act. After filing and arguing a Motion to Dismiss, on the grounds that the former employer was utilizing an employment agreement that violated FINRA rules, the former employer voluntarily dismissed the lawsuit.
Obtaining a seven-figure settlement in legal mal case
LP represented a client that obtained incorrect tax advice from a major Chicago law firm. After successfully prevailing on a number of motions to dismiss and strategically changing the leverage in the case by uncovering helpful discovery, LP successfully obtained a seven-figure settlement at a mediation.
Litigating complex real estate issues
LP intervened on behalf of a client who was a Chicago Loop landowner. The case involved a number of complex real estate litigation-related issues, including a mechanic’s lien foreclosure, mortgage foreclosure and assertion of superior rights by way of implied easements under a development agreement with the City of Chicago. LP won a Motion to Dismiss and defended a Motion for Summary Judgment on behalf of our client.
Terminating a perpetual contract
LP has drafted and made Illinois appellate law on terminating perpetual contracts, allowing our client, a premier seller of sporting goods, to terminate a multi-million contract with its sales representative for Wal-Mart. After the appellate ruling, LP won summary judgment on behalf of our client in trial court, ruling that the client owed $0 of the $4-$6 million in past commissions the sales company sought to recover.
Successfully defending a brokerage house from customer claim
LP successfully defended a prominent global investment banking and wealth management firm sued by a customer for mismanagement of its investment accounts. Though the customer claimed millions in damages, LP, through forensic accounting and strategic discovery, was able to litigate and eventually settle the matter for “the cost of defense,” a nominal amount.
Obtaining a favorable settlement in trademark infringement case
LP represented a leading LED lighting contractor who sued in Federal Court seeking injunctive relief against its former contractors which, after termination, began competing using a deceptively similar name and logo. As part of a settlement, the infringing contractors agreed to various forms of preliminary and permanent injunctive relief to prevent future unfair competition as well as a substantial monetary payment.
Obtaining a settlement in fraud case against lender
LP represented individual borrowers in litigation against a large lender that allegedly misrepresented the results of appraisals in order to induce the borrowers to move forward with a sizable loan on which there was an ultimate default. After thwarting a series of motions attacking the claims, LP obtained a sizable settlement payment to the borrowers and a waiver of the lender’s deficiency claim.
Using the Partition Act to force buy-out of interest in real property
LP successfully forced the purchase of its client’s interest in improved property that could not be subdivided and about which the owners could not reach an accord. The Court summarily rejected the defendant’s challenge to the partition complaint, forcing an early settlement by which the defendant was forced to pay fair market value for the plaintiff’s interest in the property, ending a lengthy and contentious battle over the disposition of the property at issue.
Enforcing restrictive covenants against former officers
LP represented a leading designer/manufacturer in a two-front battle before the courts and in arbitration to enforce restrictive covenants against former officers that formed a competing company and attempted to solicit their former customers. LP obtained expedited discovery that led to an early favorable settlement that included broad injunctive relief and monetary compensation.
Defending tax indemnification claim against former member
LP successfully defended a former LLC Member from whom the current manager sought indemnification for certain unpaid withholding taxes. Although the LLC was seeking hundreds of thousands of dollars, LP demonstrated that the former partner lacked responsibility for the taxes, and obtained an eventual settlement for a nominal amount.
Efficiently litigating a real estate dispute
An LP real estate client terminated a purchase and sale agreement when a condition to closing could not be satisfied. The buyer was upset and sought to prevent our client from selling the property to any other person or entity by recording a lis pendens and filing a lawsuit. With the client seeking a quick result, we devised a plan that centered on efficiency, dispensing with unnecessary litigation tactics and quickly getting to the heart of the matter. The plan was simple – file an answer to the complaint along with a summary judgment motion, push the matter to immediate hearing, and work to prevent the other side from successfully employing delay tactics. In the end, LP was able to achieve a rapid result for the client, securing a summary judgment and a release of the lis pendens, while obtaining an attorney’s fee award. In other words, we quickly achieved a result allowing the client to market and sell its property.
Apartment complex acquisitions and joint venture formation
LP represented the purchaser in its acquisition of five apartment complexes in Ohio, Pennsylvania, Virginia, and Maryland, with the simultaneous formation of a joint venture with the current operator to facilitate the recapitalization of the capital stack. Each property was concurrently financed with a Freddie Mac securitized loan. Adding to the complexity of LP’s work, the Maryland properties involved a staged closing because of rights of first refusal, which existed in favor of local county authorities. The transactions also involved significant tax structuring to provide for tax-free contributions into the new venture and the minimization of transfer taxes in multiple jurisdictions.
Renovation of historic Chicago building
LP represented a developer in the negotiation and closing of renovation financing for a complete renovation and lease-up of a historic building in the Chicago Loop. The financing consisted of a non-recourse “CMBS ready” first mortgage loan from a major bank, supplemented by a large non-recourse mezzanine loan from a private equity investor. The loan closing involved the finalization of leases, as well as a food court lease. Other aspects of the transaction included SPE structuring and non-consolidation opinions. Ownership of the client was diverse and required analysis and restructuring of various components of the joint venture.
Manufactured housing transactions
LP’s client wished to sell four manufactured housing communities in Chicago’s south suburbs for $71 million. The buyer was a joint venture between a local manufactured housing operator and a large, sophisticated New York-based private equity group, which, like many private equity firms, finds the manufactured housing space very attractive. LP handled contract negotiations on behalf of each of the client’s affiliated property owners. While this was a multi-site transaction that required the buyer to purchase all or none, one of the properties had a loan that was required to be assumed. To address this, LP structured a bifurcated closing: initially close on three of the properties and subsequent to loan assumption approval, close on the fourth property. We also structured the application of the earnest money to apply pro rata against each of the four properties to keep some earnest money “at risk” while the seller waited for the last property to close. In addition, we negotiated a two percent cap on liability for the seller, as well as a $50,000 “basket” – the threshold amount of loss before the buyer can sue the seller for a breach of representation, warranty, or covenant.
Complex industrial property acquisition
LP acted as lead counsel to a global alternative asset manager in its purchase of 10 industrial properties containing more than 6.4 million square feet, each of which are subject to industrial revenue bonds with Payments In Lieu of Taxes. The seller in the transaction contributed property and remained a minority joint venture partner with our client. Our services in this transaction included negotiation of the sale and contribution agreement; review of all title, survey, and zoning diligence; reviewing and obtaining consent from the city and Trustee for the assignment of the 10 industrial revenue bonds; negotiation of loan documents for a $244 million mortgage loan; preparation and negotiation of joint venture documents, including property management agreements; and closing logistics.
Joint venture formation
LP represented a developer in the formation of a joint venture with an institutional equity investor to construct a 44-story, 492-unit apartment tower in Chicago. Simultaneous with the venture formation, the new venture obtained a $118 million construction loan. The venture formation included the completion of a guaranteed maximum price construction contract with an internationally known general contractor; a third-party development agreement with a nationally known developer; and the creation of various cross-easements with a neighboring parcel owner.
Complete life-cycle commercial real estate transaction
LP represented a real estate investment group for the full life-cycle of its investment in the Webster Place retail complex in Chicago’s Lincoln Park neighborhood. This included representing the client in the initial ownership structuring, financing, and leasing of Webster Place and later in the negotiation of a purchase and sale agreement and the closing on the sale of the property. Webster Place comprises 134,918 square feet of retail space, including tenants Regal Cinemas, Barnes & Noble, Webster Place Athletic Club, and Chase Bank.
Challenging an IRS audit on passive losses
Our client is a diversified real estate development, services, and investment company that also owns and manages numerous commercial properties throughout the United States. The company is ultimately owned by nine different trusts. The Internal Revenue Service (IRS) commenced an audit of the company and is challenging certain losses taken, claiming that the losses should be suspended as “passive losses” because a trust cannot be treated as a “real estate professional.” This is a highly complex case of first impression and the IRS has stated it wants to create new law in this area. This case was appealed to IRS Appeals.
Recapitalizing one of Chicago’s largest rental apartment complexes
LP represented its client as the operating partner in the $560 million recapitalization of Presidential Towers, Chicago’s largest residential rental apartment complex. The recapitalization involved a joint venture with two state pension funds, the California State Retirement System and the Oregon Public Employees Retirement System. In completing this recapitalization, LP helped its client create a complex, multi-tiered ownership structure that satisfied the tax needs of the pension funds and accommodated the new investment in a way that did not trigger millions of dollars of state and city transfer taxes.
Structuring a tax deal for a London-based client
LP acted as U.S. tax counsel to a London-based investment advisor in the structuring of a new co-investment fund. The client is primarily owned by BT Pension Scheme (BTPS), also an LP client. The client is the third private equity fund designed to provide BTPS with liquidity through a process of the parent company seeding the fund and then admitting other institutional investors into the structure to make future capital contributions. The new fund concentrates on co-investment opportunities ancillary to fund investments already made by BTPS. LP worked with London-based counsel to provide the client with the new fund’s U.S. structural interface, recommended and implemented the necessary U.S. tax filings, and authored the U.S. tax sections of the fund’s investment memorandum and governing documents.
Trusts & Estates
LP represents a multi-generational family whose estimated $5 billion in wealth originated from an interest in a closely held company. In undertaking trust planning for three generations, we most recently created semi-revocable trusts for adult members of Generation 3, and arranged for several hundred million dollars in gift trust to be decanted between existing irrevocable trusts for income tax planning purposes. LP also serves as an advisor to the client’s private foundation, assets of which substantially exceed $1 billion.
Novel utilization of generation-skipping transfer tax exemption
LP represented the owner of a real estate investment company and his family, whose net worth was $200 million, in structuring a sale between two gift trusts to better utilize the generation-skipping transfer tax (GST) exemption and adjust to a change in the family’s investment focus. LP also provided tax planning for Generation 2 by working with members to create GST exempt gift trusts.
Complex succession planning
LP worked to overhaul a client’s estate plan to structure appropriate succession planning to the next generation while maintaining checks and balances. The client maintains a complex structure of family business entities for the management of wealth and private investments. Significant family wealth is retained in old irrevocable trusts, so modification of those trusts for administrative efficiency and transition of administration to Delaware was also involved.
Repairing a deficient estate plan
A $100-million-net-worth client’s prior counsel had established a gift trust and family limited partnership with several tax deficiencies. LP modified the trust and made a late allocation of GST exemption. This planning also involved a revision of the overall structure to obtain QSBS treatment under IRC 1202 to reduce the client’s income tax liability by several million dollars. Subsequent planning has included gift trusts involving real estate investments.
Estate planning to minimize litigation risk
LP’s client and spouse began working with the firm just before the sale of their prior company to a major technology company. The couple has significant charitable interests and challenging family dynamics involving their extended family, so the estate planning involved the development of a structure that would minimize litigation risk. LP’s charitable planning involved income tax reduction strategies and structuring of gift agreements. As the couple moves into new ventures, coordination of those investments with existing planning is ongoing.
Passing a family business to the next generation
LP represented a family business that was in the process of being passed on to the next generation. Our work involved ongoing maintenance of a prior sale transaction and the establishment of new trusts to fulfill broader family goals. Our planning has also included Grantor Retained Annuity Trusts (GRATs) and Charitable Lead Annuity Trusts (CLATs).