Falcon Rappaport & Berkman LLP

Name of Principals: Kenneth J. Falcon, Matthew E. Rappaport, Jeffrey W. Berkman, Michele Schlereth, Moish E. Peltz

Number of Attorneys: 70

Offices: Rockville Centre, NY | New York, NY | Mount Kisco, NY | Irvine, CA | Boca Raton, FL

Firm Overview

Great Results Begin with Great Relationships

Falcon Rappaport & Berman LLP (FRB) is a full-service entrepreneurial law firm built by business owners, for business owners, with a mission to create lasting impact. FRB attorneys are more than problem solvers; FRB attorneys are dedicated partners who shape outcomes that create long-term value for clients and the legal community. As stewards of this vision, FRB takes pride in being entrepreneurial, innovative, and focused on providing bold, practical, business-minded advice, maintaining relationships with integrity and respect, and balancing outstanding client service.

The firm is built on the belief that exceptional outcomes begin with strong relationships, and happier lawyers lead to more satisfied clients. FRB holds fast to the deep relationships and high-touch service that have always set the firm apart. Therefore, FRB breaks away from traditional legal industry norms with a more personal approach to both workplace culture and client interactions. FRB further believes the law is the firm's calling, meaning clients receive counsel from intellectually curious legal artisans who excel at practicing on the cutting edge.

FRB is a relentlessly optimistic firm with a long-term approach to clients’ evolving needs. FRB proudly advises clients seeking solutions to their most complex matters and differentiates itself by approaching matters with a level of depth and variety of skills unmatched by typical advisors, offering access to thought leaders in numerous areas of professional practice, and engaging in a partnership with clients to develop and achieve legal, business, and personal objectives.

FRB’s interdisciplinary approach leverages the subject matter expertise of each attorney in the firm, working collaboratively for your benefit. The FRB team has a wide range of capabilities and works collaboratively to simplify matters not only in corporate and commercial transactions, but additionally in real estate, taxation, trusts and estates, litigation, bankruptcy and creditors’ rights, labor and employment, healthcare, intellectual property, cannabis, and emerging technologies. This means the firm works as a team, engaging FRB lawyers in other practice areas as needed to ensure that FRB clients are receiving the benefit of the firm’s full suite of legal talent, business acumen, and practical experience.

FRB is a trusted advisor to clients across of multitude of industries, including technology, SaaS, apparel and fashion, e-commerce, consumer goods, service industries, restaurants, marketing, professional service providers, management consulting, home services (HVAC), EV, staffing, private lending, construction, real estate development, telecommunications, solar, cannabis, digital assets, blockchain and web3, healthcare, and more.

Main Areas of Practice

Corporate & Securities:

FRB has a history of guiding clients to beneficial outcomes by calling upon its team of seasoned counselors who have a wealth of experience in the areas of law that most affect companies. The firm’s Corporate & Securities Practice Group regularly represents emerging, middle-market, and established companies, entrepreneurs, investors, family offices and private investment funds and provides innovative, insightful guidance across a full range of services, including:

• Structuring and Entity Formation
• Corporate Governance
• Acting as General Outside Counsel
• Business and Corporate Taxation
• Business Succession and Exit Planning
• Mergers & Acquisitions (Domestic and International)
• Private Fund Structuring and Compliance
• Private and Commercial Lending
• Corporate Finance/Private (Equity and Debt) Securities Offerings
• Employee Incentive Plans
• Data Privacy
• Import/Export Compliance
• Government Contracts
• Not-for-Profit Corporations
• Government Compliance and Regulations
• Social Enterprise and Impact Investing
• Vendor and Product Sales and Licensing Agreements

Representative Corporate / Commercial Transactions:

FRB’s Corporate & Securities team has many years of experience guiding middle-market companies in a wide variety of industries and is well-equipped to guide your company's corporate matters. FRB regularly represents start-ups, emerging and well-established companies, entrepreneurs, investors, family offices, venture capital funds, and private investment funds on a range of matters including due diligence, deal structuring, preparing and reviewing transaction documents, permit acquisition, tax considerations, and other complex transactions. FRB's Corporate / Commercial representative transaction experiences include:

• Acting as outside general counsel to early-stage and middle-market companies in a wide variety of industries through corporate compliance, mergers and acquisitions, security offerings, including deal structuring and tax considerations
• Structuring both domestic and international holding companies for pre- and post-acquisition use cases, including drafting governing documents
• Performing and advising on pre-acquisition legal and financial due diligence
• Drafting, and negotiating purchase agreements related to (a) stock, membership interest, and other types of equity, and (b) assets of domestic and international entities
• Assisting and negotiating finance structure, development, and implementation for transactions, ranging from simple bank debt financing to complex financing involving combinations of senior, mezzanine, and subordinated debt as well as redeemable and convertible preferred and preference stocks/units, warrants, options, notes, bonds, and other equities
• Assisting and negotiating private securities offerings, including without limitation to the drafting of private placement memorandums, offering documents, and subscription agreements, SEC, FINRA, and state-level “Blue Sky” filings, and all matters of related compliance
• Assisting and negotiating employment, independent contractor, and other service provider agreements, including without limitation to creating, drafting and negotiating related equity incentive plans, “earn-out” or performance-based pricing, and alternative payment structures.
• Assisting and negotiating the formation of blockchain-based businesses, including without limitation drafting the formation and other related documents, raising of venture capital, and corporate governance related to financial guidance, IP protection, and compliance with digital assets and applicable crypto regulations
• Assisting with data privacy compliance related to international, federal, and state privacy regulations, including, without limitation, drafting and negotiating, applicable data policies, and risk management and incident response planning
• Assist and facilitate acquisitions, dispositions and leveraged buyouts, including through bankruptcy proceedings
• Assist and facilitate compliance with international trade regulations, including without limitation customs and trade law, export controls, sanctions, know your customer, anti-money laundering and other anti-bribery laws

Taxation:

Falcon Rappaport & Berkman has vast expertise in taxation including planning, structuring, compliance, international tax, and tax controversy. FRB’s taxation department interfaces with the firm’s other practice areas to find tax-optimized outcomes for the plans and deals that can make or break a company’s future. When tax issues threaten to hold up a transaction that can validate a client’s life’s work, the FRB team is there to implement tax-efficient solutions to ensure a deal goes through or an impasse gets surmounted. Tax planning, structuring, and compliance matters for which clients consult FRB include:

• Section 1031 Exchanges and Section 1033 Conversions
• Qualified Opportunity Zone Investments
• Tax-Free or Tax-Deferred Reorganizations, M&A, or Liquidations
• Freeze Partnerships
• Charitable Trusts
• Tax-Optimized Business Succession
• Opinions of Counsel
• Executive Compensation

International

FRB’s tax department advises clients who have business activities, real estate holdings, investment portfolios, and family ties that stretch across countries, continents, and oceans. Advising about international taxation requires analysis of statutes, regulations, treaties, and administrative guidance – and only a group of advisors with the knowledge, savvy, and experience to know the tangle of cross-border tax rules could confidently guide the way. FRB proudly brings together a group of experts with a history of counseling some of the most well-known organizations and families in the world about significant planning and transactions. International tax matters for which clients consult FRB include:

• Cross-Border Corporate Purchases and Dispositions
• International Estate and Gift Tax Planning
• Planning for FIRPTA
• Transfer Pricing
• GILTI and FDII
• CFCs and PFICs
• Compliance with FATCA

Controversies & Litigation

FRB’s tax department can assist with all aspects of defending your rights and seeking a just outcome to your controversy or litigation matter. FRB professionals have experience working for the government, national accounting firms, and tax boutiques concentrating exclusively on controversy and litigation. Tax controversy and litigation matters for which clients consult FRB include:

• Defending Tax Planning and Structuring Techniques
• Unpaid Taxes
• Tax Liens and Levies
• Collection Due Process and Offers-in-Compromise

Estate Planning (Wills, Trusts, & Advanced Directives):

FRB can assist you in drafting your estate plan—regardless of whether you are a business owner, newlywed, head of a multigenerational family, or anyone planning for the future. The firm understands that estate planning is often fraught with difficult and emotional decisions. FRB also understands that every family situation is different, and customizes your estate plan to appropriately fit your needs. Accordingly, FRB approaches every matter not with only empathy and compassion, but also with an enthusiasm for problem-solving and strategy. Furthermore, FRB's analysis of sensitive situations from an interdisciplinary perspective can often make the difference between a merely adequate answer and a great one. FRB’s estate planning attorneys can assist you to ensure that your vision for the future can come to fruition with ease.

In many circumstances, appropriate customization requires the drafting of a trust—whether that be for asset protection purposes or for providing for minor children or other beneficiaries that cannot manage their own assets. FRB takes pride in the ability to draft a wide range of trusts, but most notably, FRB frequently assists high-wealth clients in establishing asset protection plans. FRB's work for these clients tends to overlap with the firm's other departments, as FRB employs corporate and real estate techniques to achieve the intended outcome. FRB’s collective experience in these areas of law allows us to set up the legal structures necessary to achieve optimal asset protection from exorbitant taxes and unwarranted claims from creditors.

Asset Protection:

When it comes to estate tax planning, risk management, and risk mitigation, there are effective strategies to reduce or even eliminate estate taxes, and protect your hard-earned assets, using integrated estate planning with asset protection. Traditional old-line investments can have a seat at the table, but it is the synthesis of the newer and more creative strategies that have enabled us to help savvy investors grow and hold on to their assets even through troubled waters. FRB assess your risks and designs the proper strategy to mitigate those risks to protect your current lifestyle and protect your family legacy.

The firm's Asset Protection Planning Group can help you navigate your complex estate planning matters and safeguard your assets with the following strategies:

• Asset Protection Trusts
• Domestic Asset Protection Trusts
• Foreign Asset Protection Trust

In addition to Corporate & Securities Law, FRB offers a wide range of additional practice groups and can assist you in navigating various complex legal matters. To learn more, please visit: https://frblaw.com/practice-areas/

Contact:

Falcon Rappaport & Berkman LLP

265 Sunrise Highway, Suite 50

Rockville Centre, NY 11570

T: (516) 599-0888

E: [email protected]

www.frblaw.com