Commercial Finance

Goldberg Kohn is also actively involved in the commercial finance community. The firm's attorneys regularly lecture and write on commercial finance topics and participate in various trade organizations. Since January 2002, Richard Kohn, has served as co-general counsel of Commercial Finance Association (the national trade association of commercial finance companies), after having served as its associate general counsel from 1995 to 2001. Three members of the group – Richard Kohn, David Dranoff and David Mason – are Fellows of the American College of Commercial Finance Lawyers.  Richard is also a member of the board of regents of the College. 

Depth of Practice

The group's practice runs the gamut of commercial finance transactions, including revolving working capital facilities; leveraged acquisitions; loan restructurings; retail, vendor and purchase order financing; equipment leasing; international loans; mezzanine and second lien loans; and debtor-in-possession financing. The firm's clients range from traditional asset-based lenders, who view the collateral as the primary exit strategy, to cash-flow oriented and mezzanine lenders, who rely more on an evaluation of the borrower's business as a going concern. Many of the transactions on which Goldberg Kohn attorneys work involve representing the agent for a lending syndicate, and the firm has a great deal of experience as agent’s counsel in complex financing transactions involving syndicates of five or more members. Goldberg Kohn takes pride in the fact that members of most lending syndicates respond positively when learning that members of the firm will be representing the agent.  Goldberg Kohn is equally adept at handling unitranche structures and  smaller, single-lender transactions.

The transactions on which Goldberg Kohn attorneys work cut across virtually all industries, including distributors, manufacturers, oil and gas concerns, health care companies, tech companies, software providers, transportation companies, service providers, food processors, retailers and agricultural producers.  The firm has extensive experience in interacting with sponsor groups; with financial intermediaries, such as investment banks; and with accountants and borrowers.  Over the years, Goldberg Kohn has been asked by many of its clients to prepare their form loan documents. For Goldberg Kohn, it is gratifying to see concepts the firm drafted on behalf of various clients adopted in form loan documents of other lenders.

In many of the transactions on which the firm works, the client will make an equity investment in its borrower or will receive, as additional compensation for its loans, a warrant position in its borrower. Goldberg Kohn is adept at analyzing the equity structure of each transaction in order to properly document the client's equity component. When doing so, the firm pays particular attention to the regulatory issues facing the client.

“Non-Closings”

Goldberg Kohn is known for running closings that are smooth and cordial – so much so that they are referred to by some of their clients (and even by their borrowers) as "non-closings." This results from preparation and a commitment to creating an egoless environment with a minimum of tension. The firm's attorneys move quickly at the outset of a transaction to establish the respect and trust of all parties; and when unexpected problems arise, they search for practical, effective solutions. Above all, Goldberg Kohn teaches its lawyers that if the loan transaction goes well, the closing will be the end of their involvement but the beginning of the relationship between the client and the borrower, and that the atmosphere created at the closing can have a tremendous effect on getting that relationship off to a good start.

International

In the late 1980s, when most U.S. commercial lenders refused to consider making loans secured by collateral located outside of the United States or loans to foreign affiliates of U.S. companies, Goldberg Kohn correctly predicted that, as U.S. middle market companies became more globalized, U.S. lenders would inevitably become involved in international lending in order to respond to their borrowers' global needs. The firm saw this as a tremendous opportunity and embarked on an intensive program to develop proficiency in the representation of U.S. commercial lenders in international asset-based lending transactions, writing and lecturing extensively and developing strong working relationships with law firms in many countries. Those efforts paid off: Goldberg Kohn quickly moved to the forefront of this new area of the law, and remains there today.

During the past 10 years the firm has represented clients in scores of international lending transactions in Europe, Asia, and South and Central America, ranging from simply taking foreign collateral or guaranties to financing complex acquisitions involving funding in multiple foreign currencies. As a result of Goldberg Kohn's international lending experience, the firm has also had the opportunity to extensively work with the United Nations Commission on International Trade Law (UNCITRAL) on various projects aimed at helping countries modernize their secured transactions laws improving global secured transactions laws, including:

• The United Nations Convention on the Assignment of Receivables in International Trade, approved by the United Nations General Assembly in December 2001.
• The UNCITRAL Legislative Guide on Secured Transactions, which was approved by UNCITRAL in December 2007, including the Supplement on Financing intellectual property (approved in 2010) and the current project on registry systems.

Richard Kohn serves on the Expert Group in connection with these projects, and served as a consultant to the U.N. in connection with the Legislative Guide. Principals in the firm's international lending practice include Richard Kohn, Jonathan Cooper and William Starshak.

A number of the firm's lawyers frequently give presentations regarding international finance and have written several articles on the subject. Richard Kohn is the Co-General Counsel of the Commercial Finance Association (CFA). The CFA is the principal United States trade association for banks and other financial institutions that provide asset-based commercial financing to business borrowers. Among CFA's members are substantially all of the major and regional banks, as well as other large and small commercial lenders in the United States. In Goldberg Kohn's role as Co-General Counsel, the firm plans an annual intensive two-day conference on international lending.  

Goldberg Kohn has well-established relationships with law firms throughout the world, and regularly call upon these firms when conducting cross-border transactions. The firm is a member of Meritas, a long-standing business alliance of nearly 200 carefully selected independent law firms with offices located in most of the principal countries throughout the world.

Depth of Personnel and Efficient Staffing

Goldberg Kohn has one of the largest commercial finance groups in any firm and is known for its depth of experience. The firm's clients often remark that one of the benefits of working with Goldberg Kohn is that the firm does not have a pyramidal structure with just a few experienced lawyers. If some of the firm's lawyers are unable to work on a particular transaction, other, equally capable lawyers are available to step in. Goldberg Kohn is able to offer this benefit to its clients because of the structure and philosophy of the firm, which emphasizes teamwork and collaboration.

The group typically staffs each commercial finance transaction with one partner and one associate, calling on lawyers in other groups when and as needed for their particular expertise. In many firms, the staffing of a transaction is unnecessarily burdened by the presence of a "billing partner" who is involved in the matter simply to protect his or her "turf."  Because of the firm's philosophy, that is never the case at Goldberg Kohn.