Corporate Transactions and Finance

A. Corporate Finance Pratique

The Firm has top-level expertise in corporate finance, with a particular emphasis in asset purchases and sales, structured finance and securitizations.

The Corporate Finance Practice is led by Michael Braun, with a team of senior-level associates with multi-dimensional legal backgrounds including securities, complex life and annuity litigation, ERISA and bankruptcy.

Mr. Braun was a partner in the securitization departments at Morgan, Lewis & Bockius LLP, McKee Nelson LLP, and Brown and Wood LLP (now known as Sidley Austin LLP). While an associate at Skadden, Arps, Slate, Meagher & Flom LLP, he was instrumental in the development of Skadden’s structured finance practice in California. He also developed McKee Nelson’s structured finance practice in 2002 with others from Sidley.

Mr. Braun’s 30-year practice involved representing major investment and commercial banks, issuers, loan originators and investors in complex structured finance and other finance transactions. He has served as trust and dealer counsel on single-family and multi-family government-sponsored enterprise (“GSE”) mortgage transactions for GNMA, FNMA, and FHLMC. He has extensive experience structuring transactions as well as drafting, reviewing and negotiating disclosure and transaction documents and legal opinions relating to mortgage and asset-backed securitizations. Mr. Braun’s experience also includes repurchase financings and whole loan and other asset purchases.

Mr. Braun’s mortgage securitization experience includes REMIC and non-REMIC securitizations of performing and non-performing residential mortgage loans, as well as closed-end and revolving home equity loans, second lien mortgage loans, reverse mortgages, manufactured housing contracts, small commercial mortgage loans, mixed-use mortgage loans and resecuritizations of private label and GSE collateral.

One of the Firm’s senior associates commenced his legal career as an associate at Skadden where his practice included securitizations of credit card, auto loans and other receivable securitizations. He was involved in all aspects of the transactions, from due diligence to closings. He has experience drafting, reviewing and negotiating underwriting agreements as well as primary securitization documents. In connection with these transactions, he managed several securitization closings and is experienced with closing mechanics and necessary ancillary documentation for closings.

Our attorneys have successfully represented a number of financial institutions that, as investors in pools of mortgage loans, had disputes relating to the origination and servicing of the underlying assets.

B. Financial Services, Real Estate and Related Transactions

The Firm represents clients ranging from sole proprietorships to Fortune 500 companies with strategic planning as well as negotiating and drafting formation and governance documents for various types of business entities. The Firm has represented clients in transactions involving purchase and sale agreements (both asset and stock), stock option and incentive agreements, employment and consultant agreements, shareholders’ agreements, environmental liability assumption agreements and remediation contracts.  The Firm also provides substantive contract review and negotiation for both small and large companies.

Finally, the Firm advises financial institutions regarding federal and state compliance and regulatory issues. The Firm has represented other financial clients in commercial and residential foreclosures and a variety of transactions under the Uniform Commercial Code.

C. Bankruptcy 

Firm attorneys have represented lenders, creditors and government agencies in active bankruptcy cases. The Firm is experienced in examining consumer bankruptcy cases, assessing and preparing strategies to protect client interests, bankruptcy motion practice, objections to debtor proposed plans and examinations of debtor documents including petitions to assert claims on behalf of clients. Finally, the Firm has successfully negotiated with debtors’ counsel to assert claims and address issues related to inadvertent and advertent omissions from bankruptcy schedules to protect debts from discharge.

Firm attorneys have also represented creditors within large corporate restructuring cases by reviewing proposed reorganizational plans and competing plans and protecting interests. In addition to creditor representations, the Firm’s attorneys have experience representing retail debtors and corporate debtors during all aspects of the reorganizational process from the first day through the confirmation of plans.

D. Transactional Insurance Advice

The Firm provides transactional advice on state insurance and annuities regulations in connection with the development of new products and the operation of existing products.

The Firm also advises clients on litigation readiness and has been instrumental in fostering program-wide proactive approaches to discovery to increase success and cost-effectiveness.


Since 1987, the Firm has handled sophisticated, complex ERISA litigation and plan review representing administrators, insurers and self-insured plans throughout New York, New Jersey and Pennsylvania.


40 Fulton Street, Suite 1501
New York, NY 10038

Phone: 212-971-3175
Fax: 212-971-3176

Four Century Drive, Suite 250
Parsippany, NJ 07054

Phone: 973-734-3200
Fax: 973-734-3201

One Liberty Place
1650 Market Street, Suite 3600
Philadelphia, PA 19103

Phone: 215-665-5658
Fax: 215-569-8228