General Corporate & Commercial Transactions

Burgher Gray provides a full range of corporate and commercial legal services. Our services include entity formation and planning; drafting and negotiating operating, partnership and shareholder agreements; corporate governance and strategic legal and business advice; contract interpretation; and counseling clients with respect to any and all such matters that are relevant to the life and development of a business. Our clients include publicly traded multinational corporations, entrepreneurs, and middle market companies. We take great pride in serving all clients, large and small, with the same enthusiasm and dedication. Industries in which we have counseled clients include oil and gas; consulting; automotive; information, communications and technology (including satellite communications); financial services; defense contracting, broadcast and media; pharmaceutical; manufacturing and distribution; entertainment; and real estate.

Burgher Gray attorneys have significant experience representing Fortune 500 companies in connection with negotiating and drafting international contracts related to outsourcing, licensing, services and procurement, including CEM manufacturing agreements, software and technology licensing agreements, outsourcing agreements, distribution agreements, sales agreements, agency agreements, franchising agreements and various other commercial contracts.

With respect to corporate governance, our attorneys routinely advise boards of directors, senior executives, shareholders, members, and fund managers with respect to fiduciary duties and other corporate governance matters, compliance with federal securities laws and the corporate governance requirements of NASDAQ, the New York Stock Exchange and state corporate laws. We have developed employee training programs, managed and conducted Foreign Corrupt Practice Act investigations, prepared memoranda and opinion letters on dividend recapitalizations and reorganizations, and investigated and defended the business judgment and conduct of executive officers, in addition to leading client preparation and review of public company certification documents and filings required pursuant to Sarbanes-Oxley regulations.

Representative Transactions

  • Represented Tyco International as lead counsel in connection with the drafting and negotiation of all elements of a leading alarm system manufacturer’s CEM contracts for the production of product components in Asia and Eastern Europe, to include provisions relating to the purchase order process flows, procurement of discounted materials, pricing excess and obsolete materials, warranty and repair process, and testing and acceptance
  • Represented Main One Cable Company (sponsor of a subsea cable system connecting Europe to West Africa) in connection with the review and negotiation of the system’s $150 million system supply contract with Tyco International, sale and lease of intangible property rights (IRUs) to cable system, landing station and interconnection rights, proposed joint ventures with other cable systems and $120 million mezzanine debt and equity financing
  • Represent a global management consulting, technology services and outsourcing company in connection with drafting and negotiating outsourcing, business process consulting, IT system development and software license agreements (along with reviews of statements of work and proposal responses) on behalf of government, higher education and health care clients, including, the negotiation and documentation of a $2 million business process and documentation consulting engagement pertaining to improvement and replacement of the human resource and payroll systems of a major state university and hospital system
  • Represented Tata Communications International in connection with the drafting and negotiation of a software license agreement with an Ireland-based software developer pertaining to construction and integration of software platform into telecommunications network pursuant to provisioning of $2 million equipment platform; proprietary software facilitated convergence of CDMA and GSM roaming and other wireless functionality; license agreement included revenue sharing, minimum sales commitments and third-party escrow of software
  • Represented various multinational telecommunications providers as lead procurement counsel for over four years in connection with negotiating and drafting numerous software vendor agreements including joint development, managed services, enhanced billing services, software maintenance and testing services, equipment software licenses, marketing services, fraud detection and other valued added services agreements.
  • Represented various multinational telecommunications providers in connection with the drafting and negotiation of numerous telecommunications equipment purchase and finance agreements, including Nortel and Ciena equipment purchase and finance transactions.  Drafted equipment purchase, software license, and value added reseller agreements for a start-up wireless optical equipment provider based in Korea.
  • Represented Tyco International, Teleglobe Communications and Tata Communications International in connection with the drafting and negotiation of numerous international telecommunications services agreements pertaining to voice and data products, including broadband, IP and backhaul services agreements, satellite transponder leases, service level agreements and other agreements involving leading international carriers and Fortune 500 customers such as AOL / Time Warner, Citibank, AT&T, Cable & Wireless, COLT, British Telecom, Qwest, China Telcom, numerous PTTs and others.
  • Represented publicly-traded telecommunications carriers and landlord based in Long Island, New York, as lead counsel, in connection with the drafting and negotiation of numerous data center co-location leases, construction services agreements and service level agreements relating to the build out and operation of data centers / collocation sites
  • Represented RBOCs in connection with negotiations with leading customers, including SAIC, relating to the construction and operation of internet data centers for the purpose of delivering enhanced telecommunications services to customers.
  • Represented Tyco International, Teleglobe Communications and Tata Communications International in connection with the drafting of form information technology agreements, including intellectual property and software licenses, website and proprietary software development, equipment vendor, consultant, nondisclosure, agent and other agreements for legal and procurement departments of publicly traded corporations
  • Negotiated teaming and joint venture agreements relating to overseas implementation of mobile number portability systems; oversaw preparation of MNP system bid documents and agreements involving leading international MNP service providers
  • Drafted form sales, IT and other agreements for Teleglobe International, Tata Communications International and Tyco with respect to various voice and data service products
  • Drafted FCPA compliance documents, including agent agreements, due diligence forms and training presentations relating to FCPA compliance for sales and procurement functions

BURGHER GRAY JAFFE LLP

1350 Broadway | Suite 406 | New York, NY 10018 | T: 646.513.3231 | F: 646.561.9866

 

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