Practices

Aviation

Our Aviation Practice provides counsel on an array of areas. Prior successful experience with the Federal Aviation Administration has given our team a depth of knowledge regarding the regulations and applicable rules of this agency, thus ensuring our clients of a professional and smooth experience. Our attorneys know that the purchase or leasing of an aircraft is a distinctly unique experience and treat the structure of lease agreements as such. We form such agreements to minimize the sales tax implication associated with the purchase or lease of an aircraft. Representing both individuals and corporations, we serve our clients in:

• Cargo Contracts
• Charter Agreements
• Commercial Contracts and Leases
• Operations and Management
• Regulatory Matters
• Tax Planning
• Transactions, Including Like-Kind Exchanges

Banking and Commercial Lending

Our team provides counsel to some of Rochester’s prominent financial institutions. We advise and assist traditional banking institutions, pension funds, insurance companies, savings and loan associations, credit unions, and other less traditional lenders in structuring a wide variety of financing transactions. By making it a priority to learn our client’s business, we develop an understanding of the strategies and objectives of both the lending client and its customers. Our services include:

• Corporate Financing
• Documenting a Wide Variety of Financing Transactions such as:
  • Revolving Credit Facilities, Term Loans, and Letters of Credit
  • Equipment Leasing
  • Lender Liability Problems
  • Loan Restructuring and Workouts
  • Representation of Lenders
  • Securities Work for Financial Institutions

Condominium and Homeowner’s Associations

The operation of a homeowner’s association is similar to that of a small business in many facets; they form entities, make purchases, and contract outside sources. Our team’s interdisciplinary approach draws from other legal areas to provide appropriate counsel regarding your homeowner’s association’s matters. Our attorneys’ attention to detail ensures that your homeowner’s association’s offering plans will be properly prepared. Our attorneys also have extensive experience in presenting applications of such plans at the New York State Attorney General’s Office. Our services include:

• Assessment Lien and Foreclosures
• Construction Defects and Warranties
• Contract Drafting and Review
• Dispute Resolution
• Enforcement and Interpretation of Governing Documents
• Enforcement of Architectural Restrictions
• Governance Issues
• HOA Formation
• Proxy Fights

Corporate and Business

We recognize the risks in every business transaction beyond the legal implications. We also recognize the opportunities presented in every business transaction. Our team’s comprehensive business knowledge as well as our understanding of clients’ objectives and needs allows us to account for risks with our clients and achieve the best combination of asset protection, limited liability, and risk management. With experience in a wide range of industries, Morgenstern DeVoesick provides a range of corporate and business services to entrepreneurs, lenders, investors, and partnerships:

• Business Succession Planning
• Corporate Restructuring
• Formations
• General Business Counseling
• Joint Ventures
• Mergers, Acquisitions, and Divestitures
• Partnerships
• Sales and Purchases
• Shareholder Agreements

Estate Administration and Estate Probate

The death of a loved one is a challenge that you do not have to face alone.  We are here to help you navigate the questions you have by providing you with answers when you need them.  Before you make any decisions, let us be your first call.  We can guide you on the simplest and most cost-effective way for your family to move forward:

• Administration or Probate
• Business Valuation and Succession
• Property Appraisals and Estate Sales
• Real Property Transfers
• Small Estates
• Trust Interpretation, Funding, and Administration

Estate Planning and Long-Term Care Planning

Morgenstern DeVoesick customizes your estate planning and long-term care planning to cater towards the needs of your family as well as your assets.  We continuously help clients realize their long-term goals and deliver step-by-step guidance to our clients.  The options we provide cannot only reduce, but perhaps eliminate the tax burdens associated with the transfer of property.  We provide services in:

• Estate Planning
• Health Care Proxies
• Legacy Gifting Programs
• Lifetime Asset Protection
• Living Wills
• Long-Term Care Planning
• Powers of Attorney
• Supplemental Needs Trusts

Our experience in this realm goes beyond ensuring that your assets will be protected; it ensures that our clients will be treated professionally when they face difficult issues.

Executive Compensation

Morgenstern DeVoesick is experienced in representing professionals and executives in employment law matters. Our team has negotiated on behalf of investment bankers, private equity managers, as well as highly compensated professionals and executives. We focus on getting important results for business leaders and provide legal counsel on all areas of executive compensation negotiations. Our services include:

• Change-in-Control Negotiations
• Employment Agreements
• Executive Compensation Agreements
• Incentive Stock Options
• Phantom Stock Plans and Stock Appreciation Right Agreements
• Severance Packages

Intellectual Property

Inventors, artists, and start-ups’ success hinges on their creativity. Your formula, pattern, or design is unique. It is important that their creativity is safeguarded. Our team—experienced with the United States Patent and Trademark Office—will help you make sure your creativity is properly protected. And do not worry, Attorney-Client Privilege guarantees that we will not steal your idea as we help you secure it. We partner with licensed patent attorneys as needed. We provide the following services:

• Copyrights
• Licensing Agreements
• Non-Competition Agreements
• Representation of Software Companies and Developers
• Trade Secrets
• Trademarks

Litigation

We understand that disputes are a part of business and life. Our experience in these matters allows you to better focus on your business and life.  We seek to take a team approach to strategize with our clients.  We represent various businesses and individuals in a wide range of disputes and litigation.  Our experience and expertise includes:

• Business and Commercial Litigation – Partnership Disputes, Shareholder Derivative Lawsuits, Breach of Fiduciary Obligations,  Breach of Contract Disputes, Accounting and Dissolution proceedings, Commercial Contracts, Non-Competition, and Non-Solicitation, tortious interference claims
• Fiduciary Litigation – Will Contests, Contested Accounting, Removal of Fiduciaries, and other related matters
• Labor and Employment – EEOC Complaints, Department of Labor, Wage and Employee, Employee Benefits, Employee Discrimination, Board of Labor Claims
• Real Estate – Planning and Zoning Law, Article 78 Proceedings, Tax Assessment, Foreclosure
• Personal Injury – Motor Vehicle Accidents, Truck Accidents, Motorcycle Accidents
• Landlord-Tenant – Tenant Disputes, Leasing Disputes
• Bankruptcy – Creditor Claims, Collections
• Qui Tam and Whistleblower Actions – Government Investigation and Compliance

Private Equity and Venture Capital

Entrepreneurs continue to be a cornerstone of the nation’s economy. Private equity remains a prominent and growing means of financing these entrepreneurs. We work with both entrepreneurs and investors at every phase of the investment cycle. Our clients receive personally tailored services to recognize a business’s changing resources and standards that accompanies growth. Morgenstern DeVoesick provides counsel to independent consultants, family businesses, as well as startups and small companies on essential business issues. Our services to help your business include:

• Capital Formation
• Equity Rights and Transfer Restrictions
• Exit Strategies
• Mezzanine and Second Lien Financing
• Private Equity Finance and Sales
• Private Investments
• Recapitalization

Real Estate Development and Land Use

Our teams experience in determining market trends and forming creative problem-solving strategies ensures that you will maximize the value of your land use opportunities. We provide guidance on a full range of land uses including single-family homes, religious establishments, office complexes, hotels, and retail centers. Even through the cyclic nature of the economy, Morgenstern DeVoesick has been able to consistently close its client’s real estate transactions. Our team is experienced in appearing before planning and zoning boards. The interdisciplinary approach Morgenstern DeVoesick takes allows us to draw from our firm’s experience in other legal areas to help our clients with their real estate needs. Our services include:

• Contract Negotiation
• Mortgage Transactions
• Representing Borrowers and Lenders in Construction Loans
• Site Planning Applications
• Title Questions
• Traditional and Non-Traditional Financing
• Zoning Regulation

Real Estate Tax Assessments and Grievances

Morgenstern DeVoesick has successfully reduced tax assessments for numerous homeowners. We offer personalized client services to help the business, nonprofits, and residential property owners reduce their real estate taxes. Our attorneys are familiar with applying for tax exemptions and the grounds for exemption. In addition, our team is conscientious of the deadlines that exist in the tax grievance process and committed to staying on schedule. Our services include:

• Article 7 Proceedings
• Property Tax Valuations of:
  • Office Buildings
  • Factories
  • Warehouses
  • Apartment Complexes
  • Single- and Multi-Family Residences
  • Tax Certiorari

Real Estate Transactions and Financing

Our team’s attention to detail, knowledge of your industry, hands-on experience, and capability of taking your project from start to finish ensures your real estate transaction will be done on time and right with attention to your bottom line. Morgenstern DeVoesick has represented buyers and sellers, landlords and tenants, developers and investors, as well firms of all sizes. Our attorneys have assisted clients in all aspects of real estate transactions. With experience in both residential and commercial real estate issues, we provide the following services:

• Contract Drafting and Review
• Due Diligence
• Easements and Rights of Way
• Partnership and Joint Venture Agreements
• Purchase and Sales Agreements
• Residential and Commercial Closings
• Retail, Industrial, and Office Leasing
• Transaction and Taxation Planning

Taxation

Morgenstern DeVoesick offers solutions to your tax problems. Our team is experienced in appearing before the Internal Revenue Service as well as the New York State Department of Taxation. We remain current with changing tax laws and preform a comprehensive examination of your entire tax situation to provide the best possible approach. Our services include the following and span taxation on personal income, business transactions, and estate planning:

• 1031 Like-Kind Exchanges Including Fractional Ownership Interests
• Business-Related Taxes
• Installment Agreements
• Liens and Levies
• Tax Appeals
• Tax Audits
• Tax Planning
• Transactional Tax Planning and Structuring