Ettelman & Hochheiser's practice focuses extensively on the representation of national and multi-national manufacturers and distributors in such diverse industries as semiconductors, food and beverages, aerospace, software, industrial fasteners, valves, bearings and cosmetics. We believe that our expertise under the various bodies of law affecting manufacturers and distributors is unparalleled.

Our extensive knowledge of and strategic approach to the various domestic and international bodies of law governing the manufacturer – distributor relationship provide our clients with a tremendous advantage in their business relationships. For example under applicable domestic and international bodies of law, certain warranties automatically attach to the sale of each and every product by a manufacturer or distributor of goods. Moreover, liability for a breach of these automatic warranties may far exceed the purchase price for the goods in question. Utilizing our knowledge of the controlling bodies of law, we have created customized documentation that is easily implemented by our clients and which effectively and significantly reduces our clients' exposures. Indeed, three major product liability carriers have recognized our custom documentation as being an effective tool for reducing product liability premiums.

Of course, our representation extends to every facet of the manufacturing and distribution business including: distribution agreements, license agreements, joint venture agreements, joint development transactions, mergers and acquisitions, secured transactions, termination of distribution rights, e-commerce, intellectual property rights and other litigation and insolvency related issues.

Within our distribution practice, Ettelman & Hochheiser has developed a niche practice which concentrates on the representation of beer wholesalers across the country. Recently, Ettelman & Hochheiser litigated and negotiated what we believe is the largest monetary settlement ever made in the industry on behalf of several of our wholesaler clients who were terminated by a major international importer. We have also successfully stopped wholesaler consolidations prior to litigation through negotiated settlements. We have successfully litigated and are presently litigating distributor terminations and on a national basis. Locally, we believe that our firm represents and has represented more New York State beer wholesalers than any other law firm in the state. In addition, it is our belief that we have litigated more cases under Alcoholic Beverage Control Law § 55-c, a New York State statute designed to protect the interest of beer wholesalers in this state, than any other law firm. We were intimately involved in the recent amendment of that statute and have worked closely both with New York State legislators and United States Congressmen on behalf of our wholesaler clientele.

We have also developed powerful tools for our wholesaler clients which help them avoid becoming targets of termination in the first instance and provide them with significant defenses against termination. These tools can be implemented unilaterally by our clients, without the need to negotiate with or obtain the approval of their suppliers. We also act as general counsel to wholesalers with respect to matters that affect their businesses on a day-to-day basis such as the buying and selling of brand distribution rights, the negotiation of brewer/wholesaler distribution agreements, and the drafting of customized sales order forms and invoices designed to protect wholesalers from hidden liabilities.

Transactional legal work is a major focus at Ettelman & Hochheiser. Our clients include both purchasers and sellers in a variety of transactions. These regularly include stock and asset acquisitions, mergers, leveraged buyouts and tax-free reorganizations.

Ettelman & Hochheiser's clients are a diverse group. They include major multi-national corporations, middle-market, privately-held and public corporations and other business entities. We facilitate our clients' strategic objectives, advising them on virtually every aspect of the transaction. Utilizing our in-depth knowledge of the multiple areas of law that affect the transaction, and always focusing on recent changes and developments, we meticulously analyze every transaction component.

We represent clients in a variety of industries, including:

• Electronic Components and Semiconductors
• Aerospace
• Cosmetics
• Cameras
• Toys
• E-commerce/Web Hosting
• High Tech Equipment Manufacturing
• Food and Beverage
• Software
• Shipping
• Securities
• Construction
• Consumer Retail Products
• Finance
• Automotive

Ettelman & Hochheiser's capacity to represent such a wide variety of clients is based upon many factors. However, none is more important than our dedication to learning the intricacies of our clients' businesses in order to render legal advice with an appropriate, as well as accurate, business perspective. In this way, we are able to disseminate sound, effective and practical advice directed at optimizing the particular goals of each transaction.

All of our clients have access to partners on each of their unique matters. Efficient management of all projects allows us to deliver our services in a timely and cost-effective manner.

Our holistic approach to the practice of law is perhaps best exemplified by our significant expertise in corporate and partnership tax. Every business transaction has prospective tax consequences. Our tax attorneys are involved from the beginning of every transaction we undertake. This approach ensures that the best possible tax structure is selected and any tax related issues are promptly identified and addressed. Our expertise in taxation also facilitates our ability to restore disputed matters and litigation by creating tax-advantaged solutions to both sides of the dispute.

The general representation of business entities is a major component of Ettelman & Hochheiser's daily business practice. We take pride in our ability to help our clients address their daily operational and strategic business issues, as well as their legal issues. Our services include:

• Consultation on the optimum company form – C corp, S corp, partnership, limited liability company, etc.;

• Development of procedures to protect intellectual property rights;

• Support in commercial real estate issues;

• Counsel regarding employment matters, including compensation, severance arrangements, employee manuals, stock options and stock purchase plans and other employee benefits;

• Protection of the rights of owners, as well as avoiding or when necessary, dealing with disagreements between owners;

• Consultation on debt and equity financing;

• Structuring of complex distribution, licensing and strategic alliance agreements, and domestic and international joint venture, joint development and partnership arrangements; and

• Compliance with federal, state and local regulatory requirements.

Ettelman & Hochheiser's litigation practice ranges from the representation of large and medium-sized corporate clients in sophisticated and complex antitrust, unfair trade practices, distributor termination and securities litigation to representing small, privately-held companies in matters such as employment discrimination, breach of contract and construction claims. We take the same business-oriented approach to our litigation as we do with respect to our transactional practice. As always, the goal is to achieve our client's desired objective in an efficient, cost-effective manner. Frequently our litigators are able to accomplish these results through negotiated settlements, often time utilizing tax-leveraged opportunities to accomplish the task thereby avoiding the additional costs and uncertainty of trial. Of course, settlements are not always possible. In those instances, our litigators are prepared with extensive experience in state and federal courts located within New York, as well as various other states throughout the country, to aggressively handle all aspects of the litigation, from pleadings through trial.

Given our concentration on the representation of multi-national manufacturers and distributors of goods, much of our litigation practice arises out of representing clients with claims resulting from contractual disagreements. In those instances where we have drafted the underlying agreements, we typically enjoy substantial leverage in the dispute resolution process. In any event, we seek to resolve contract disputes in a manner that builds upon rather than destroys the existing business relationship between the parties. In those instances where we represent a terminated distributor, our expertise in the various laws that govern the manufacturer – distributor relationship, as well as our understanding of that relationship and the particular industry in issue, provides us with a tremendous competitive advantage over our adversaries. Often we are able to use this advantage to demonstrate weaknesses in our adversary¹s case which typically leads to expedited resolution.

Ettelman & Hochheiser represents clients in a wide variety of litigation matters such as those that result from the dissolution of business relationships, claims of minority shareholders and suits for breach of fiduciary duty. Much of this litigation arises in the context of the governance of closely-held corporations. We have successfully litigated these cases in federal and state court throughout the country.

Ettelman & Hochheiser litigates all types of employment-related actions ranging from suits for wrongful discharge and employment discrimination to employment contract claims such as actions for breach of restrictive covenants. In the spirit of litigation avoidance, we frequently advise clients concerning employment law issues, such as structuring executive compensation and employee severance arrangements.

Ettelman & Hochheiser has enjoyed an inordinately high success rate with respect to the confirmation of Chapter 11 reorganization plans, which enable financially strapped businesses to emerge from bankruptcy with manageable debt burdens and an opportunity for a fresh start. Our bankruptcy department represents creditors and debtors in workouts, bankruptcy litigation including preference and fraudulent conveyance claims and in commercial bankruptcy reorganization cases. We have successfully represented purchasers of assets, including substantially all the assets of business entities and real estate, from bankrupt entities in the context of Chapter 11 proceedings. Utilizing pre-planned Chapter 11 filing's our clients have been able to quickly acquire substantially all the assets of debt-ridden companies with significant shareholder discord, free and clear of all debts and shareholder claims. We also advise, and have represented creditors in initiating involuntary bankruptcy proceedings, as well as defending debtors against the commencement of involuntary proceedings.

As a full service corporate and commercial firm Ettelman & Hochheiser frequently represents clients with regard to a variety of real estate related matters. These matters include drafting and reviewing commercial leases, purchase and sale of commercial properties including the acquisition of real estate through bankruptcy proceedings, review of environmental audits, tax free exchanges, financing and secured debt restructuring. Structuring and implementing the real estate portion of any transaction is as important as the business portion of the transaction. Not only are there substantial tax implications with most transactions, but potential liabilities some of which are not readily apparent. Our real estate attorneys deftly identify these issues and, working together with our tax and corporate attorneys, devise efficient and effective solutions which are supportive of and complementary to the ultimate goal the client desires to achieve through the transaction in issue.

Ettelman & Hochheiser attorneys are also skilled in the area of construction law. We represent, as general counsel, general contractors, subcontractors and materialmen, drafting and reviewing various construction related agreements and with respect to the filing and foreclosing of mechanics liens. We have developed custom or "flow-through" agreements which assure our clients that they do not unknowingly assume liabilities, but instead, limit their liabilities to the full extent permitted under law. We work closely with insurance companies on behalf of our construction clients. As a result of the limitation of liability which our agreements provide to our clients, many are able to obtain insurance that would otherwise not be available or to reduce premiums for existing policies. We have also developed agreements and procedures for our construction clients which enable them to take full advantage of various laws which are designed to assure prompt payment for their services, but which can have the exact opposite effect if not implemented properly.

We have successfully litigated trust fund claims under Article 3A of the Lien Law including actions for diversion of trust funds. We have also pursued claim against payment bonds and enjoined the payment of certain claims under payment bonds. As a result of our business-like approach to the practice of law, we have succeeded on numbers of occasions in preventing work stoppages by negotiating with various trades, general contractors and owners. As always, our focus is on effecting practical business solutions by creating win-win situations for all parties.