Goldberg Kohn Ltd

Goldberg Kohn maintains a national and international practice providing big firm transactional and litigation skills and experience with the personal touch and attentiveness you would expect from a boutique law firm. The firm offers sophisticated legal services, with an emphasis in Commercial Finance, Bankruptcy & Creditors' Rights, Corporate Transactions, Intellectual Property, International/Cross Border Finance, Labor and Employment, Litigation and Real Estate.

The firm represents a range of public and private businesses, both domestic and international, including Fortune 500 companies, startups, entrepreneurs, private equity sponsors, banks, finance companies and other lenders, as well as insurance companies, healthcare providers, local governments and manufacturers, among others.

Goldberg Kohn is a long-term and active member of Meritas, the largest network of independent commercial law firms in the world with member firms in all major U.S. cities and foreign countries. Meritas member firms possess deep knowledge of the local courts and customs, and their lawyers have vast experience in cross-border and cross-cultural disputes and transactions. As part of the Meritas network, Goldberg Kohn is able to provide clients with high-caliber, local resources across the globe.

Bankruptcy & Creditors' Rights

Goldberg Kohn's Bankruptcy & Creditors' Rights practice is a recognized leader in the middle-market, representing senior secured lenders, junior lenders and large unsecured creditors in corporate

bankruptcies and workouts. The firm protects and enforces creditors' rights in the course of restructurings, reorganizations, sales, liquidations, receiverships, out-of-court workouts, assignments for the benefit of creditors and debt for equity transactions. Goldberg Kohn has considerable experience with high yield, distressed debt, intercreditor and subordinated debt matters, and has handled transactions and cases throughout the United States, Canada, Mexico and Europe.

Commercial Finance

Goldberg Kohn has one of the United States' most highly respected commercial finance practices. The firm represents banks, finance companies and other lenders engaged principally in middle market lending operations involving a broad spectrum of debt financing transactions, including refinancings, acquisition financings, dividend recapitalization transactions and working capital facilities. Goldberg Kohn has extensive experience in structuring, documenting and negotiating asset-based and cash-flow loans, first-lien/second-lien, split-lien and unitranche structures, mezzanine and hybrid lending products, and broadly syndicated transactions. The team regularly represent lenders in international, multi-jurisdictional and multicurrency facilities. In addition, Goldberg Kohn is often engaged to "trouble spot" deal structures and documentation, particularly in co-lend arrangements, as well as to lead multi-bank/multi-borrower facilities. The firm has significant experience in handling inter-creditor and subordination arrangements and agreements, loan workouts and restructurings, Article 9 remedies, and ongoing file maintenance, including routine amendments, waivers and consents. Goldberg Kohn has been a pioneer in international asset-based lending and has one of the most significant and active international lending practices based in the United States.

Corporate & Transactional

Goldberg Kohn's Corporate Group represents start-ups, private equity investors, public and private companies, family offices, partnerships, entrepreneurs, individuals and institutional investors in complex

business transaction. The firm provides general corporate advice and day-to-day counseling, often serving clients as general or principal outside counsel. Goldberg Kohn advises clients in mergers, acquisitions, joint ventures, strategic alliances, dispositions, leveraged buyouts, private financings, and debt and equity restructurings. The firm also assists clients in entity formation and organization; handles compliance issues and governance; reviews, negotiates and drafts a broad spectrum of corporate contracts and agreements; and advises on executive compensation and general employment contracting. In addition, the corporate group represents banks and private equity investors in structuring and negotiating their equity investments in companies.

Litigation

Goldberg Kohn's nationally recognized litigators represent clients in trial and appellate courts at the federal and state level, before administrative tribunals, and in arbitrations, mediations and other dispute resolution proceedings. The firm has substantial experience representing clients in banking and finance litigation, class action defense, commercial disputes, employment, false advertising, government investigations, health care litigation, intellectual property, policyholders' insurance coverage matters, product liability and toxic torts, professional malpractice defense, real estate litigation and shareholder disputes.

Goldberg Kohn has extensive experience in defending class actions brought under both state and federal laws involving securities and employment laws, consumer protection and unfair trade practices, as well as class claims brought under RICO, the FDCPA, RESPA and the Credit Repair Organizations Act, to name a few. In addition, the firm represents some of the country's leading lenders, servicers and others in the residential mortgage industry in class claims alleging deceptive practices and other wrongs.

Goldberg Kohn represents clients in the compliance with, and defense against, claims brought under the Biometric Information Privacy Act (BIPA), Telephone Consumer Protection Act (TCPA), Fair and Accurate Credit Transactions Act (FACTA), Truth In Lending Act (TILA), Fair Debt Collection Practices Act (FDCPA), Fair Credit Reporting Act (FCRA), and the Electronic Funds Transfer Act (EFTA).

Goldberg Kohn's litigators also handle trademark, copyright, trade secrets and patent rights matters, including domain name cyber-squatting disputes and breach of contract actions relating to intellectual

property license/franchise agreements, and litigation under the Copyright Act, Digital Millennium Copyright Act (DMCA) and Trademark Act.

Real Estate Financing, Acquisition, Disposition and Leasing

Goldberg Kohn has extensive experience in real estate finance, with a focus on the structuring, origination, negotiation and workout of commercial mortgage loans. The firm assists clients in permanent, bridge and construction mortgage lending, mortgage origination for commercial mortgage-backed securitization programs, mezzanine financing, syndications, ground lease financing, workouts and restructurings. Goldberg Kohn represents financial institutions and other providers of debt and equity capital in transactions involving hotels, senior housing, assisted living facilities, independent care facilities, skilled nursing facilities, medical office buildings, birthing centers and hospital campus buildings. In addition, the firm advises clients throughout the United States in the acquisition, disposition and leasing of real estate, including in complex sale-leaseback transactions.