On behalf of a Citigroup subsidiary, designed a sophisticated trade payables structure to facilitate payment between buyers and suppliers in a manner that revolutionizes traditional factoring. This engagement also required BB&P to draft and negotiate strategic alliance agreements for the licensing of the intellectual property associated with the technology platform that supports this financial product.

Represented a healthcare technology company in a number of private placement financings. Drafted the Private Placement Memoranda, all subscription documents, structured both debt and equity instruments, including convertible securities and warrants, negotiated underwriting agreement and terms of participation by institutional investors.

Lead counsel in series of divestitures of various product divisions for contact lens manufacturer and designer. Sales included the transfer of a number of intellectual property rights, including patents and trademarks. Buyers were both domestic and foreign corporations.

Sale of a regional chain of nine pet superstores to PETCO. Transaction structured as a tax free merger via a stock purchase in exchange for restricted securities and accounted for under the pooling of interests method. BB&P advised on all aspects of the transaction including the tax structure, securities issues, Hart Scott Rodino compliance, and ongoing employment agreements for the founders.

Sell side representation in acquisition of substantially all the assets of telecommunications and IT solutions service provider with operations in United States and United Kingdom. Historical sales of $65 million, funded by various institutional investors in multiple rounds of venture capital investment.

Acquisition by US aerospace defense contractor of UK manufacturer of electronic components used in government and commercial satellite programs. BB&P coordinated an international team of accountants and lawyers to structure and complete the acquisition. Post-transaction representation included a financing transaction to increase manufacturing capabilities of the combined company and to transfer certain operations to the United States and Canada. BB&P also acted to obtain certification for the UK operations to be the only non-US manufacturing firm qualified to sell its products to NASA.

Acquisition of medical supplies company structured as an asset purchase. BB&P represented a Florida corporate purchaser in its acquisition of a New York competitor in all aspects of the transaction, including financing arrangements, ongoing consultancy contract for former owner, UCC compliance and employment issues.

Multiple private financings for a technology company in the international trade sector. Financings ranged from an initial "friends and family" round to institutionally underwritten private placement of debt and equity securities. Representation included all aspects of corporate and securities compliance, structuring of employee stock option plan, licensing of technology, industry partnerships and joint ventures.

Counsel to one of Europe's leading brewers ranking in the top 10 by sales volume internationally. BB&P recently represented them in the implementation of a promotional contest to select the spokesperson for Kronenbourg Beer in the US. Our representation included counseling regarding regulatory compliance, drafting of the promotional materials and web text, as well as site contracts and spokesperson contracts.

Representation of a Family Limited Partnership in its divestiture of various public and non-public holdings in technology sector. Obtained premium to market value in each transaction.

Establishment of Culligan International's business in Central Europe. Representation included privatization of local competitor, tenders for municipal sewage treatment and water purification facilities, establishment of local dealer network through wholly owed and joint venture entities.

Representation of Fortune 500 building materials manufacturer in privatizations in Hungary and joint venture in the Ukraine.

Representation of numerous international corporations in the expansion of their businesses into the US including:

 
  UK's largest manufacturer of name badges serving 98 of the top 100 companies in the UK. United States customers include JP Morgan, K-Mart and Avis
  Singapore technology company providing advanced data security technologies for consumer and commercial market
  UK media firm in the television and advertising sector
  Italian international trade firm specializing in consumer goods
  Hungarian company in the power generation field. One of top 5 largest companies in Hungary and the first to successfully complete a management buy-out
  Calgary's leading oil and gas pipeline engineering firm. Obtained certification for their business in both New York and Connecticut - the first such firm to obtain New York State licensure


BB&P acts as Outside General Counsel to a number of companies. Our clients and activities in this capacity include:

 
  The US operations of the world's largest manufacturer and wholesaler of fur garments and accessories. Representation includes financing and security agreements, consignment agreements, licensing agreements with top designers such as Halston and Cynthia Rowley, joint venture agreements, and co-marketing arrangements.
  A technology company that specializes in providing customized technology architecture for data integration, application integration and business intelligence for leading financial institutions such as Goldman Sachs, Marsh, Morgan Stanley and JP Morgan Chase. BB&P represents this client in an entire range of services from internal corporate structure, governance and compensation plans, to its technology services agreements, master service contracts, intellectual property transfers and all related issues to their business.

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Barton Barton & Plotkin, LLP
Graybar Building, 18th Floor

420 Lexington Avenue

New York, NY 10170

E -mail: info@bartonesq.com

Phone: (212)-687-6262

Fax: (212)-687-3667


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