Breadth of Services
Goldberg Kohn provides a wide range of legal services to banking and financial services clients including:
Commercial Finance
Goldberg Kohn has one of the country’s most highly respected commercial finance practices, which competes toe-to-toe with the largest law firms in the United States. We represent a significant and diverse group of banks, commercial finance companies, providers of mezzanine loans and other institutional lenders in structuring and documenting commercial finance transactions. We are known for the depth of our practice, our practical judgment, our good business sense, our efficient staffing, and our ability to facilitate smooth closings.
We are also actively involved in the commercial finance community. Our lawyers regularly lecture and write on commercial finance topics and participate in various trade organizations.
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 loans and debtor-in-possession financing. Our 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 we work involve our representation of the agent for a lending syndicate. We take pride in the fact that members of most lending syndicates respond positively when learning that we will be representing the agent. We are equally adept at handling smaller, single-lender transactions.
The transactions on which we work cut across virtually all industries, including distributors, manufacturers, oil and gas concerns, health care companies, tech companies, transportation companies, service providers, food processors, retailers and agricultural producers. We have extensive experience in interacting with sponsor groups; with financial intermediaries such as investment banks and with accountants and borrowers. Over the years, we have been asked by many of our clients to prepare their form loan documents. It is gratifying to see concepts we drafted on behalf of various clients adopted in form loan documents of lenders other than our clients.
In many of the transactions on which we work, our client will make an equity investment in its borrower or will receive, as additional compensation for its loans, a warrant position in its borrower. We are adept at analyzing the equity structure of each transaction in order to properly document our client's equity component.
We are known for running closings that are smooth and cordial – so much so that they are referred to by some of our clients (and even by their borrowers) as "non-closings." This results from preparation and a commitment to creating an ego-less environment with a minimum amount of tension. We move quickly at the outset of a transaction to establish the respect and trust of all parties; and when unexpected problems arise, we search for practical and effective solutions. Above all, we teach our lawyers that if the loan transaction goes well, the closing will be the end of our involvement but the beginning of the relationship between our 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.
In the early 1990s, 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, our firm correctly predicted that, as U.S. middle-market companies became more globalized, many U.S. lenders would inevitably become involved in international lending. We saw this as a tremendous opportunity for our firm 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. Our efforts paid off: We quickly moved to the forefront of this new area of the law, and we remain there today. During the past 15 years we have represented our 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. In one transaction, we were brought in by a United Kingdom lender to assist in connection with the German and Swiss aspects of a U.K.-based transaction. Not only have we been able to guide our clients through the labyrinth of foreign legal and cultural issues involved in international lending, but we also have helped them win deals by assisting their prospective borrowers in identifying and resolving issues. As a result of our international lending experience, two of our partners, Richard Kohn and Jonathan Cooper, have participated actively in a number of projects sponsored by the United Nations Commission on International Trade Law ("UNCITRAL"), the Convention on the U.N. Assignment of Receivables in UNCITRAL designated to help countries modernize their lending laws. Mr. Kohn is currently serving as a member of the Expert Group that is working on such guide.
Four of our Commercial Finance attorneys are recognized in Chambers USA Guide and two are recognized by Chambers Global Guide.
Bankruptcy and Workouts
The firm's Bankruptcy & Creditors’ Rights Group has extensive experience in the representation of secured creditors, unsecured creditors and their official committees, and equity holders and their official committees. We are equally adept at representing agents in syndicated transactions and individual lenders. We have extensive experience in negotiating and preparing DIP financing orders, including take out, roll-up, hybrid and fresh financing orders, as well as orders regarding the monitored use of cash collateral. We also have significant experience in negotiating complex forbearance agreements in the context of out-of-court workouts.
In conjunction with experienced Litigation Group members, we have litigated the full range of issues arising in bankruptcies, including cash collateral disputes, financing objections, adequate protection fights, fraudulent conveyance allegations, preference suits, priming litigation and confirmation matters. We have also been involved in significant bankruptcy court litigation relating to the protection of claims respecting intellectual property.
We have developed an expertise in representing purchasers and sellers of distressed bank debt and other distressed claims throughout the nation. We have also handled the sale of distressed debt for a wide variety of our lending clients in their capacity as original lender. In addition to debt trading, we have substantial experience reviewing public documents for high yield analysis, including detailed analysis of bond indenture covenants.
Each individual principal in the Bankruptcy Group has a national reputation in the representation of lending institutions. This is due to successful and straightforward representation in cases in numerous jurisdictions throughout the nation. It is also due to a variety of other factors, including the writing and lecturing done by the principals in the group, the fact that one of its members is a former bankruptcy judge who only recently left the bench, the fact that a number of its members have clerked for well-known and respected bankruptcy judges, and the fact that it has members that belong to the American College of Bankruptcy and to the National Bankruptcy Conference.
