Overview

NBC Law LLC provides representation and services across the corporate landscape, including finance, entity formation, governance, restructurings, private and public equity investments, securities law compliance, and investor agreements. We handle venture capital and fund transactions, including formation of private equity funds, investments by institutional and private investors, private placement of securities, private financing, and leveraged buyouts. NBC represents small and large companies, business people, and entrepreneurs in a broad spectrum of sectors and industries, including energy, healthcare, outdoor media and advertising, financial services, domestic and international government contracting, securities, transportation, telecommunications, manufacturing, software and technology, retail, leasing, commercial and residential real estate and development, hospitality, and brewing.

Recent Matters

  • Has acted as outside general counsel to Life Choice Hospice in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues:

    • roll-up of the hospice holding company equity interest of the Trident Compassus Hospice in combination.

  • Represents National Home Care Holdings, LLC (Millenium Home Health) in its:

    • purchase of the stock of Recovery Home Health in one of the larger recent home health transactions in Florida.
    • acquisitions of other home health agencies in Pennsylvania and Delaware.
    • initial private equity raise.
    • current ABL financing facility.

  • Acts as outside general counsel to NHCH and Millenium Home Health in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represents Prestige-Madison-Northpoint Healthcare in its:

    • purchase of the Medilodge 15 skilled nursing facilities in Michigan in a REIT-financed transaction.
    • purchase of operations of 33 healthcare facilities in Michigan and Ohio acquired from Extendicare.
    • acquisition of real estate and operations of various skilled nursing portfolio properties in both REIT and non-REIT transactions in Pennsylvania, Massachusetts, North Carolina, Michigan, Kentucky, Wisconsin, Ohio, Indiana, and Tennessee.
    • formation and documentation of Gencare, a group purchasing organization.
    • financing of a rehabilitation services company.

  • Acts as outside general counsel to Madison-Prestige in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represents Absolut Facilities and affiliates, a provider of skilled nursing services in a portfolio of homes in New York State, with respect to various acquisitions in New York and other states.

  • Acts as outside general counsel to Absolut in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Acted as outside general counsel to Mobilex USA in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represents the MUSA Holdco, LLC family of companies, including Quasar Energy Systems, LLC, and Merlin Power Systems, LLC, all engaged in the power management systems and fuel cell businesses, with respect to their:

    • initial and subsequent private offering capital raises.
    • negotiation of licensing and royalty agreements for various worldwide manufacturing and distribution rights for fuel cells and power systems.
    • acquisition of strategic stock interests in WATT Fuel Cell Corp. and Merlin Equipment Limited (UK).

  • Acts as outside general counsel to MUSA and its subsidiaries in connection with a variety of matters, including general corporate counseling, securities acquisitions, and government and private contracts.

  • Represents Mid-America Renewal Fuels, Inc., an ethanol company, in connection with various prospective acquisitions and as outside general counsel to the company.

  • Serves in an ongoing capacity as general counsel to several small and mid-size companies, including a real estate brokerage firm, an IT company, a provider of cloud-based employee and billing software and services, and a manufacturer of dental products.

  • Reported Decisions of Interest:

    • Yung Bros. Real Estate Co., Inc. v. Limandri, 92 AD3d 508 [1st Dept 2012]
    • River Ridge Living Ctr., LLC v. ADL Data Sys., Inc., 98 AD3d 724 [2d Dept 2012]
    • Novovic v. Greyhound Lines, Inc., 09CV2788 CBA SMG, 2010 WL 1269774 [EDNY Apr. 2, 2010]
    • Fourth Ave. Mgt. Corp. v Limandri, 27 Misc 3d 1205(A) [Sup Ct 2010]
    • Yung Bros. Real Estate Co., Inc. v. Limandri, 26 Misc 3d 1203(A) [Sup Ct 2009]
    • Malik v. Noe, 54 AD3d 733 [2d Dept 2008]
    • United States v. Mallinckrodt, Inc., 227 FRD 295 [ED Mo 2005]
    • United States v. Mallinckrodt Inc., CIV.A.4:02CV01488ERW, 2004 WL 2624870 [ED Mo Mar. 9, 2004]
    • O'Boy v. Motor Coach Indus., Inc., 39 AD3d 512 [2d Dept 2007]
    • Imagine Solutions, LLC v. Med. Software Computer Sys., Inc., 06 CV 3793 ARR JMA, 2007 WL 1888309 [EDNY June 28, 2007]
    • Hoffman Construction Company, et al v. Allstate Ins. Co., 138 F Supp 2d 310 [EDNY 2001]
    • Howard Berger Co., Inc. v. Ye, 272 AD2d 445 [2d Dept 2000]
    • Queenie, Ltd. v. Sears, Roebuck & Co., 124 F Supp 2d 178 [SDNY 2000]
    • AEC Bldg. Assoc. v. GE Capital Mortgage, 246 AD2d 496 [2d Dept 1998]
    • EDP Med. Computer Sys., Inc. v. Sears, Roebuck and Co., 255 AD2d 482 [2d Dept 1998]
    • Shim v. Richman, 90 CIV. 7373 (MGC), 1994 WL 115996 [SDNY Mar. 29, 1994]
    • Lane v. Penner, 150 AD2d 643 [2d Dept 1989]
    • Royal Soc. of Medicine v. Intl. Soc. of Preventive Oncology, 602 F Supp 794 [SDNY 1985]
    • Wichita Fed. Sav. and Loan Ass'n v. Comark, 586 F Supp 940 [SDNY 1984]
    • Robco Distributors, Inc. v. Gen. Glass Intern. Corp., 101 FRD 547 [EDNY 1984]
    • Zenith Radio Corp. v. Matsushita Elec. Indus. Co., Ltd., 494 F Supp 1161 [ED Pa 1980]

  • Advises boards of directors in connection with acquisitions and other transactions and governance issues, choosing the appropriate type of entity for their business and structuring debt and equity and various aspects of corporate, partnership, and limited liability company law.

  • Represented the owner of a brewery in buying out a partner and arranging a complex loan with an equity purchase option.

  • Represented members of the board of directors of a non-profit in a dispute with other board members, resulting in a complicated negotiated settlement.

  • Represented natural supplement business in connection with employment and consulting agreements.

  • Represented software consultant in negotiating numerous consulting agreements.

  • Represented a senior IBM employee in negotiating termination agreement.