# BurgherGray > BurgherGray: BigLaw Sophistication, Small Firm Touch. ### Posts #### 4 E-Discovery Rulings Every Attorney Should Know by Jessica Kopas Court decisions continue to reshape how we handle electronic discovery. From data dashboards to deleted texts, these 2025 rulings offer critical guidance for litigators navigating the digital landscape. Here’s what you need to know. read the full article #### Brian Idehen Participating in a Panel at PLI Legal Project Management 2026 BurgherGray Partner Brian Idehen will participate in a panel at Practicing Law Institute’s Legal Project Management 2026 program. The panel, which will be held on Wednesday, February 4, 2026 in New York City, is called, “Beyond the Deal: Leveraging LPM for Transactional Practice.” The panel will also feature Kimberly Williams, head of Legal Operations at SMBC. More information can be found on PLI’s website here: https://www.pli.edu/programs/project-management-for-lawyers/444450?tCode=AVF6_SOCAL  #### Brian Idehen promoted to Partner in New York office BurgherGray is thrilled to announce the promotion of Brian Idehen to Partner, effective January 1, 2024. This marks a significant milestone in the firm’s history as Brian becomes the first homegrown partner, showcasing the firm’s dedication to nurturing and recognizing exceptional talent within its ranks. read full press release #### Brian Idehen Recognized as a Super Lawyers Rising Star for the Sixth Year Congratulations to BurgherGray partner Brian Idehen, named to the 2026 New York Metro Rising Stars list by Super Lawyers for the sixth year.One selection reflects a strong year. Six reflects something else. The list comes from peer nomination and independent evaluation, so it is not something a firm can put a lawyer forward for. Other lawyers have now made that judgment about Brian six times.His practice spans capital markets, growth equity, private funds, securities compliance, and M&A. Clients rely on him for the same reason his peers keep recognizing him.Well deserved, Brian. #### Burgher Gray Sponsors the 2017 NAMWOLF Annual Meeting & Law Firm Expo Burgher Gray was a proud sponsor at this year’s NAMWOLF (National Association of Minority & Women Owned Law Firms) Annual Meeting & Law Firm Expo held in New York, NY.At the meeting, Burgher Gray’s own Don Tellock participated as a panelist speaking on the topic of cybersecurity. #### BurgherGray Acts as Co-Issuer Counsel in Issuance of Toyota Diversity & Inclusion Bond BurgherGray was proud to assist with the issuance of this Diversity & Inclusion Bond, acting as co-issuer’s counsel. read full press release here (missing) #### BurgherGray Acts As Co-Issuer Counsel in Issuance of Wells Fargo Inclusive Communities and Climate Bond BurgherGray was proud to assist with the issuance of this Inclusive Communities and Climate Bond, acting as co-issuer’s counsel. read the full press release here (missing) #### BurgherGray at 20: A Journey in Pursuit of Excellence I’m excited to share that this year, BurgherGray celebrates its 20th anniversary. What started in 2006 as a small group of attorneys with a vision for practicing law differently, without giving up the sophistication and complexity of the clientele and work we’d grown accustomed to in BigLaw, has become something we’re deeply proud of. We set out to prove three things: that you could deliver BigLaw sophistication with a small-firm touch, that diverse-owned firms could compete at the highest levels of the craft on complex and interesting matters, and that you could build a successful practice by putting people first without sacrificing what makes the work meaningful.Twenty years later, we’re still here. We’ve accomplished much of what we set out to do, but there is still more work ahead. We’re still growing and still committed to our vision, albeit a somewhat evolved version of it.Over the coming months, as part of our ongoing celebration, we’ll share the story of how we got here: the early bets, the clients who believed in us, the people who built this firm and have called it home, and the values that have guided us along the way.Thanks to everyone who has been part of this journey: our clients, our colleagues, our partners, and our friends.Here’s to the next 20.Stay tuned.– Gopal M. Burgher, Managing Partner #### BurgherGray at 20: Celebrating the Vision In 2006, BurgherGray started with a simple idea: practice law differently. Twenty years later, that idea still drives everything we do. We have grown alongside our clients, from sophisticated startups to Fortune 100 companies, and every relationship has been built on the same foundation of trust and a commitment to excellence.This week, we paused to celebrate two decades of that work with the people who made it possible: our clients, our colleagues, our friends, and our families.Thank you for being a part of this journey. The vision continues, and here is to the next 20.Watch our 20th-anniversary celebration video and connect with us on LinkedIn #### BurgherGray at 20: The Foundation. Before there was BurgherGray, there was Bryant Burgher Jaffe & Roberts, the firm founded by Gopal Burgher and his former Skadden Arps colleagues, Scott Jaffe and Paul Roberts, and NYU Law School classmate, Brandon Seth Bryant, in 2009. When that firm crumbled under the weight of its modest success and dissolved in 2012, Gopal had to make a choice: he could start from scratch by forming a new firm or he could join forces with an existing firm and champion the story of a move that positioned him to better serve his clients. Concerned about projecting an image of instability, he chose the latter, taking a group of lawyers, including two-thirds of the equity partners, from his former firm with him. #### BurgherGray Expands to Chicago, Adds New Partner Chuck Katz CHICAGO — BurgherGray LLP is excited to announce that acclaimed public finance attorney Charles “Chuck” Katz has joined the firm as a partner, and will anchor the firm’s newly minted Chicago office. With the addition of Chuck, the New York City-based law firm now has a presence in Chicago, Miami, Los Angeles, and Washington, D.C., bolstering its NYC headquarters and allowing it to better serve clients throughout the United States and beyond. read the full press release #### BurgherGray is BEP Certified in Illinois As a Minority Business Enterprise (MBE), BurgherGray is proud to be BEP Certified in the State of Illinois, recognized by the Business Enterprise Program (BEP) for Minority, Females, and Persons with Disabilities. #### BurgherGray Leads Biopas in Latin American Cross-Border Leveraged Financing Transaction BurgherGray represented the Latin American biopharmaceutical company, Biopas in a cross-border financing transaction that was covered by the Global Legal Chronical. Read the article “Darby’s $45 Million Investment in Pharma Consulting Group”. #### BurgherGray LLP Welcomes New Partner, Claude Roxborough NEW YORK —BurgherGray is pleased to announce that Claude Roxborough III has joined the firm as a Partner in our Washington, D.C. Office. Mr. Roxborough is a dynamic transactional attorney with extensive experience handling mortgage-related transactions (including whole loan purchase and sale transactions), structured financings (including mortgage securitization and REPO financing), secured lending, corporate restructuring, mergers and acquisitions, private equity, investment management (including private fund formation, management and compliance), and U.S. securities laws matters for public and private companies. He regularly advises clients on U.S. Foreign Corrupt Practices Act (FCPA) compliance matters and also represents Fortune 500 companies (including large financial institutions), private investment funds, broker dealers, sponsors in large infrastructure and real estate developments, as well as small‐to‐medium‐sized enterprises and religious and other non‐profit organizations on a variety of matters. Gopal M. Burgher, Managing Partner of the firm, commented that, “The firm is excited to have Claude on board as a partner and looks forward to leveraging his energy and deep substantive experience to serve our clients better.”BurgherGray has a strong complex transactions practice comprising finance (including structured finance and securitization) and investment management, as well as M&A, real estate, commercial transactions (including technology transactions), and IP, among other areas. The firm rounds out its practices with its commercial litigation and investigations practice. The firm consists of highly experienced and diverse attorneys delivering what the firm considers to be “the best of BigLaw with a small firm touch.” Its partners and other senior attorneys have honed their skills practicing in large corporate law firms, such as Skadden Arps. Having started his career as an associate in Thatcher Proffitt & Wood LLP’s New York Office, Mr. Roxborough fits right into the firm’s BigLaw storyline. The firm’s sophisticated practice and BigLaw pedigree were key elements of attraction for him. “This was a huge draw for me as I see the firm as not only helping me to grow as an attorney but also capable of bringing tremendous value to my clients as they continue to execute on their respective strategic growth plans,” said Mr. Roxborough, who will head up the firm’s Washington, D.C. office.Mr. Roxborough is the former Co‐President of the South African Chamber of Commerce in America (SACCA) and has represented several organizations operating on the African continent. He received his law degree from Columbia Law School and his undergraduate degree from Columbia College. He is a member of the Bars of The States of New York and Maryland. For more information about Mr. Roxborough or the firm, please visit www.burghergray.com. #### BurgherGray Receives JPMorganChase’s External Joan Guggenheimer Global Law Firm Diversity Award BurgherGray LLP is incredibly proud to announce that we have been awarded the Joan Guggenheimer Global Law Firm Diversity Award by JPMorganChase!The award, which recognizes our efforts to promote diversity, equity and inclusion within our firm and the broader legal community, was recently presented to us by JPMorganChase’s global General Counsel, Stacey Friedman, at the Legal Department’s Town Hall. “This recognition is really special, having been chosen from a pool of over 100 submissions” exclaimed Gopal M. Burgher, Managing Partner of the firm, who was personally on hand to receive the award. “We are truly honored to be recognized in this way for our commitment to create a more inclusive and equitable profession.”Thank you, JPMorganChase, for this prestigious award and for your leadership on, and commitment to diversity in our profession. We are very proud to call you our partner and look forward to continuing our work to promote DEI within the legal community. #### BurgherGray Recognized at the 2026 IJGlobal Awards — Airport Deal of the Year, North America We are proud to share that BurgherGray was recognized at the 2026 IJGlobal Awards in New York for our role in the JFK International Airport New Terminal 1 Green Bond, named Airport Deal of the Year, North America.The IJGlobal Awards celebrate the leading investors, financiers, and developers shaping infrastructure and energy finance across the Americas. We were honored to be among the recognized firms at the March 5 ceremony at Gotham Hall.This recognition reflects the strength of our team and the trust our clients place in us on transactions that move markets. Thank you to everyone who made this deal possible. #### BurgherGray Selected by Hunton Andrews Kurth to Support Ginnie Mae Securitization Work Left to right: Sarah Bridges, Sheuvaun Vernon (BurgherGray), Nancy Chambliss (Harrell & Chambliss), Thomas O’Dea, Amy Williams, Sandra Honegan-Pounder (BurgherGray), Rudene Haynes, Gopal Burgher (BurgherGray), Natalie Mariani and Freddy Chang New York, NY. – June 7, 2018 – BurgherGray LLP, a New York City based minority-owned law firm with deep experience in structured finance and securitization, was selected by Hunton Andrews Kurth LLP as subcontractor to support the firm’s legal work advising the Government National Mortgage Association (Ginnie Mae) on matters related to the agency’s mortgage-backed securities and multiclass securities programs.Under the mandate, lawyers from BurgherGray will provide legal support services to Hunton Andrews Kurth in its five-year contract with Ginnie Mae, a wholly owned corporation of the U.S. Department of Housing and Urban Development.“BurgherGray is excited and very grateful to have been selected as a partner in this innovative collaboration to deliver best value for Ginnie Mae while advancing its legal supplier diversity objectives” said Gopal M. Burgher, a structured finance and securitization practitioner and Managing Partner of BurgherGray.Ginnie Mae recently granted Hunton Andrews Kurth a five-year contract for the client’s MBS and multiclass securities programs. Although Hunton has represented Ginnie Mae on the multiclass program since 1994, the most recent contract award was the first time that Ginnie Mae selected Hunton as its sole legal advisor.  With twice the usual volume of work expected, Hunton issued a request for proposals to multiple minority-owned law firms to solicit subcontractor support.  At Hunton’s invitation, BurgherGray responded to the RFP and was one of only two such law firms selected to work with Hunton on the Ginnie Mae programs.“Diverse subcontractors play a key role in our representation of Ginnie Mae, offering a range of perspectives and enhancing our client work,” Hunton structured finance and securitization partner Amy Williams said. “Engaging with these highly talented firms benefits all involved.”Sandra Honegan-Pounder, a partner at BurgherGray included in the Ginnie Mae representation, noted that “we could not ask for better partners in Hunton and I look forward to leveraging our structured finance and securitization experience while tapping into their deep institutional knowledge of Ginnie Mae and the relevant programs to deliver winning results for all.” #### BurgherGray Welcomes Eva Valik as a Partner in its New York Office NEW YORK — BurgherGray is pleased to announce that Eva Valik has joined the firm as a Partner in its New York Office, where she will work with the firm’s Corporate & Commercial Transactions practice groups.Prior to joining BurgherGray, Eva spent more than twenty years as an associate and later counsel with the firm Skadden, Arps. During this time she represented issuers, placement agents, and other deal parties in complex structured finance transactions. She participated in the design and negotiation of numerous innovative securitizations and transactions that employed securitization principles to achieve desired economic and risk allocation outcomes for her clients.Eva has represented issuers and asset managers in dozens of CDO and CLO transactions. She has had extensive experience with both public issuances and private placements of residential and commercial mortgage-backed securities. She has represented several originators of consumer and student loans in secured warehouse facilities.“We are thrilled to have Eva join the team,” BurgherGray partner Gopal Burgher said. “She brings with her a distinguished resume that will help us continue to offer unparalleled services to our clients.”Eva received her J.D. from Columbia Law School. She also has a Bachelor of Arts degree from the University of Pennsylvania and a Bachelor of Science degree in economics from the Wharton Business School. #### BurgherGray Welcomes Robert M. Drillings as a Partner in its New York Office NEW YORK —BurgherGray is pleased to announce that Robert M. Drillings has joined the firm as a Partner in its New York Office, where he will head up the firm’s public finance practice group.Mr. Drillings brings to BurgherGray nearly four decades of public finance and affordable housing and economic development experience honed at large corporate law firms, government agencies and corporate in-house legal departments. Among the notable positions held over the years are Partner at large corporate law firms (including at Willkie Farr and Gallagher and Chapman and Cutler LLP) and Senior Vice President and General Counsel of the New York State Housing Financing Agency, the State of New York Mortgage Agency, the New York State Affordable Housing Corporation, the New York State Project Finance Agency, the State of New York Municipal Bond Bank, and the Tobacco Settlement Financing Corporation. Robert has also served as General Counsel, Global Infrastructure & Public Finance, for the financial guaranty insurer, CIFG Assurance North America, Inc. In addition to the numerous legal positions held over the years, he has also held private sector business executive level positions at both CIFG and Radian Asset Assurance Inc., another monoline insurer, having held the titles of Managing Director and Deputy Head of Public Finance and as Vice President, Public Finance Risk Management Department, respectively.As such, Mr. Drillings knowledge spans all aspects of public finance and affordable housing and economic development from all angles. He has represented issuers as bond, disclosure, and special counsel; represented conduit borrowers, including developers of affordable and mixed-income housing; and represented banks acting as underwriters, placement agents, and direct purchasers of municipal obligations. “I’m thrilled to add my extensive experience in in these areas to the BurgherGray toolbox,” said Mr. Drillings. “It’s a great fit, and I intend to leverage my unique skills set to help the firm grow its presence in the public finance and affordable housing arenas to the ultimate benefit of our clients.”Mr. Drillings experience also includes insurance regulatory and licensure issues; public private partnerships (PPP) and private finance initiatives (PFI); as well as development of affordable housing, governmentally subsidized low-, mixed-, and moderate-income projects, and privatized military housing. “We are excited to have Robert on board,” said Gopal M. Burgher, Managing Partner of BurgherGray. “With his extensive breadth and depth of involvement in public finance and affordable housing and community development garnered from years spent in BigLaw, governmental agencies, and in-house legal departments, Robert will be a tremendous asset to the firm.”Comprised of former BigLaw senior attorneys, BurgherGray is a certified minority-owned law firm with practices spanning an array of sophisticated transactional matters, including structured finance and securitization, public finance, leverage finance, investment management, mergers and acquisitions, real estate and community development (including real estate fiannce), commercial transactions and IP. The firm rounds out its practices with its complex commercial litigation and investigations practice.Mr. Drillings is a member of the Bars of the States of New York and Pennsylvania. For more information about Mr. Drillings or the firm, please visit www.burghergray.com. You may also reach Mr. Drillings at (646) 513-3231 or at rdrillings@burghergray.com. #### BurgherGray Year In Review As we start the new year, it’s an opportune moment to look back on the rollercoaster year that was 2023. This year, globally, we’ve witnessed a mosaic of domestic and global challenges that have fueled economic, legal, social, and political uncertainties for many, including our clients. These challenges ranged from high interest rates and global inflationary pressures to anxiety-filled USD LIBOR sunset, ongoing geopolitical shifts, land mark SCOTUS decisions reversing previously well settled law regarding reproductive rights and DEI programs, major wars with global implications, and the continuing evolution in the way we live and work. These domestic and global currents have touched each of our lives, reshaping or otherwise impacting our celebrations, interactions, and perspectives. We are proud to have helped our clients navigate many of them. Despite these challenges, however, I remain a cockeyed optimist heading into 2024, a position informed in part by the moments of triumph, joy, and connection we experienced in 2023. read the full newsletter #### California’s New AI Safety Law: What Every Developer Needs to Know by John Eden California has taken the lead in setting a regulatory floor for artificial intelligence. On September 29, 2025, Governor Gavin Newsom signed into law Senate Bill 53, the Transparency in Frontier Artificial Intelligence Act (“TFAIA”). This is the first comprehensive state law in the U.S. to require transparency, safety, and accountability from developers of advanced AI models and platforms. read the full report #### California’s New Law Imposes Stiff Penalties for False and Misleading Digital Advertising California recently enacted AB 2426, an amendment to its false advertising laws aimed at addressing misleading claims about the sale of digital goods. Effective January 1, 2025, this law introduces new requirements for sellers who use terms like “buy” or “purchase” in their advertisements for digital goods, ensuring consumers are not misled into believing they are acquiring unrestricted or unqualified ownership rights. Read the complete article #### CCPA Enforcement Heats Up On May 6, 2025, the California Privacy Protection Agency Board (“CPPA”) issued a $345,178 penalty against national retailer Todd Snyder, Inc. (“Todd Snyder”) for violations of the California Consumer Privacy Act and its implementing regulations (“CCPA”). This marks the second major enforcement action this year by the CPPA and follows a significant $632,500 fine imposed on American Honda Motor Co. (“Honda”) in March. Taken together, these cases offer more than just monetary figures—they reflect a new era of privacy accountability and serve as a wake-up call for companies that collect and process consumer data in California. read the full report #### Chris Klug to Tour China, Conduct Outreach On Behalf Of BurgherGray NEW YORK — BurgherGray counsel Christopher Klug will be traveling to China in December to connect with American citizens living in China to discuss some of the complicated legal issues surrounding income and estate planning. Chris will also address United States tax planning for foreign investment in the US. CLICK HERE TO READ THE FULL PRESS RELEASE #### Christopher Agbe-Davies joins BurgherGray as Partner and Chair of Securities Practice BurgherGray LLP is pleased to announce that Christopher K. Agbe-Davies has joined the firm as a Partner. Chris will serve as Chairman of the firm’s securities practice group, leveraging his deep experience in securities regulation, capital markets transactions, and corporate governance and compliance matters. Read the entire announcement #### Corporate Associate Position Available at BurgherGray Seeking corporate associate attorney with 3 – 5 years of solid corporate transactional experience, a significant part of which includes finance experience.  Securitization, capital markets, and/or real estate finance experience is a plus.  We are looking for an enthusiastic candidate who is a strong self-motivator, is passionate about learning, demonstrates high attention to detail and has strong interpersonal and communication skills.  The ideal candidate thrives in a closely knit collaborative team environment, is able to juggle multiple projects and reprioritize quickly and efficiently and consistently strives to deliver exceptional client service and work product of the highest quality.Please email your CV/resume to Sandra Honegan-Pounder if you would like to be considered for this opportunity.  #### COVID-19 & Commercial Tenant Concerns Particularly as “stay-at-home” restrictions spread nationwide, the effect of the COVID-19 pandemic is felt throughout all sectors of the American economy. The crisis is affecting U.S. real estate interests in different ways (hospitality and retail are hit particularly hard) and the extent and duration of these impacts are simply not discernible at this time.However, there are several coronavirus issues affecting commercial tenants that are ascertainable and can be addressed now. Here are a few questions being asked by office and retail tenants and our best answers to those concerns.Q: Does the force majeure provision in my lease excuse my obligation to pay rent?A: In all likelihood, no.The standard force majeure provisions in leases are designed to suspend a party’s performance obligation and often expressly exclude application to the tenant’s obligation to pay money (i.e., rent). These provisions excuse a party from liability for delay in performance of a lease obligation where the delay is caused by an inability to perform due to war, civil unrest, labor disturbance, shortage of labor or materials, governmental action or other “act of God” beyond the control of a party to the lease. For example, a strike by a construction union might excuse a tenant’s obligation to build out its space or to make repairs following a casualty within a stated time period. In contrast, the enactment of stay-at-home regulations or business closing orders does not directly prevent a tenant from making rent payments. Consequently, in the vast majority of cases, the force majeure provision will offer no protection for a tenant unable to pay its rent.BUT…  A growing number of large retailers have notified their landlords that they intend to suspend rent payments, invoking the protection of force majeure clauses in their leases. And, the answer may be different for retail tenants whose leases require payment of “percentage rent” (i.e., a portion of sales revenue), even where the lease contains a “continuous operations” covenant.Q: Will my business interruption insurance cover my rent?A: In all likelihood, no.Business interruption insurance typically covers loss of business income due to an insured’s inability to conduct business because of damage to the business premises caused by fire or other catastrophe (e.g., hurricane or tornado). For coverage to exist, there generally must be actual, physical damage and the coverage applies to revenue lost during the period of reconstruction or repair.[Note: Many business interruption policies specifically exclude loss resulting from a virus. Legislative efforts to prohibit this exclusion are underway in New Jersey and other jurisdictions.]BUT…  Just as with regard to force majeure provisions, the limits of business interruption insurance coverage are also under challenge by tenants affected by the coronavirus outbreak. Restaurateurs in several states have brought litigation, notably a declaratory judgment action asking a California court to determine whether a business interruption policy covers losses occasioned by restaurant closings mandated by emergency COVID-19 declarations.Q: What if I am unable to pay my rent?A: You may be able to negotiate a rent relief arrangement with your landlord.Although it is still early in the stages of the COVID-19 crisis, certain patterns of commercial behavior have begun to emerge. In particular, at this time landlords appear willing to agree to some form of rent relief. The motivations for this cooperation are clear: Beyond the economic consequences, landlords do not want a wave of lease defaults occurring in their properties, for fear of triggering the financial covenants in their mortgage agreements.[Note: In some jurisdictions, a landlord’s ability to pursue customary remedies for a tenant’s breach of the lease has been restricted. For example, on March 20, 2020, the Governor of New York announced a 90-day moratorium on evictions applicable to residential and commercial leases. Similar action has been taken in California, Seattle and Miami and is likely in other states and, possibly, at the federal level.] Some landlords are agreeing to a “rent holiday” (say, 90 days), coupled with a recovery of the deferred rent over some portion (or all) of the balance of the lease term. In other cases, the tenant will not be obligated to pay rent for the duration of the rent suspension and the term of the lease will be correspondingly extended to allow the landlord to “recover” its foregone rent. Note: Before pursuing rent relief negotiations, a tenant should be prepared to demonstrate to its landlord the actual need for financial accommodation.ConclusionsThe effects of the COVID-19 pandemic on the rights and obligations of tenants under commercial leases – like the impact of the disease on our country generally – are simply unknown and unknowable at this time. The interpretation and enforcement of force majeure clauses and the coverage of business interruption insurance policies will depend upon the exact wording of the provisions under scrutiny and the nature of the judicial approach to their review and implementation, not to mention possible legislative (or executive) intervention. In the interim, landlords (and lenders) are likely to be guided in their response to these issues by their better business judgment to negotiate and resolve rent payment and other lease issues in commercially reasonable fashion.So, now is the time for tenants to examine their rights under their leases and business insurance policies and to take steps to protect and preserve those rights. The attorneys at BurgherGray are ready to assist our tenant clients in understanding these rights, in engaging in negotiations with their landlords and insurers, and in addressing any other issues that may arise in these challenging times. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### COVID-19 Business Relief Programs: Main Street Lending Program Gopal Burgher Lisa Brice Shubhra Sharma In response to the COVID-19 pandemic and pursuant to Section 4003 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the federal government appropriated $500 billion for a government-backed lending package. $454 billion of that total was allocated to support loans, loan guarantees, and investments in support of funding facilities established by the Federal Reserve Board (the “Federal Reserve”) pursuant to its emergency powers under Section 13(3) of the Federal Reserve Act. In furtherance of that authority and appropriations under the CARES Act, the Federal Reserve, in conjunction with the US Treasury Department, is currently structuring a number of programs intended to inject liquidity into credit markets to ensure that businesses will continue to have adequate access to credit and promote economic recovery. The funding facilities are expected to come into effect by the end of May and include the Main Street Loan Facility Program (the “Program”).[1]On April 30, 2020, the Federal Reserve provided additional details on the Program that it first announced on April 9, 2020. The Program aims to bolster credit to small and mid-sized businesses. To do this, the Treasury Department will invest $75 billion in funding provided under the CARES Act into a special purpose vehicle (“SPV”) to be established and managed by the Federal Reserve Bank of Boston. The Federal Reserve will leverage the SPV equity capital to purchase up to $600 billion of participation interests in eligible loans. The Program as initially proposed was comprised of two facilities: the Main Street New Loan Facility (the “MSNLF”) and the Main Street Expanded Loan Facility (the “MSELF”) both of which were available to business with 10,000 or less employees or up to $2.5 billion in 2019 revenues. Based on newly revised term sheets published on April 30, 2020, the Federal Reserve added a third facility, the Main Street Priority Loan Facility (the “MSPLF”), and expanded Program eligibility to businesses with up to 15,000 employees or 2019 revenues of up to $5 billion. In addition, the newly revised Program terms reduced the minimum loan size to $500,000 from $1 million in the case of the MSNLF and the MSPLF and established a $10 million threshold for the MSPLF.Eligible borrowers may elect to participate in not more than one of the three Program facilities through any eligible lender. Eligible lenders may make new loans to eligible borrowers under the MSNLF or the MSPLF or upsize existing loans to eligible borrowers under the MSELF. Each lender will be required to retain either 5% or 15% of each eligible loan made by it, depending on the facility, and the SPV will purchase the remaining 85% or 95%, as the case may be, in the form of a participation interest. Program loans will be full recourse and, unlike the Small Business Administration’s Paycheck Protection Program (the “PPP”), are not forgivable.For purposes of the Program, an eligible lender means a United States federally insured depository institution (including a bank, savings association, or credit union), a United States branch or agency of a foreign bank, a United States bank holding company, a United States savings and loan holding company, a United States intermediate holding company of a foreign banking organization, or a United States subsidiary of any of the foregoing. An eligible lender must also make certain certifications and covenants, including that it will not cancel or reduce any existing lines of credit extended to the borrower except in the case of default and that the methodology used for calculating the requisite leverage requirements is the same as was used for similarly situated borrowers on or before April 24, 2020.In general, all three of the facilities have similar borrower eligibility requirements, including mandatory covenants and certifications. The Program is designed to provide relief for businesses that were in good standing prior to the COVID-19 pandemic, therefore borrowers must meet applicable credit standards and eligible lenders are expected to conduct an assessment of each potential borrower’s financial condition at the time of application. One such standard is that the borrower must have had an internal lender rating equivalent to a “pass” in the Federal Financial Institutions Examination Council’s (the “FFIEC”) supervisory rating system on any outstanding loan with the eligible lender as of December 21, 2019. In addition, an eligible borrower must meet each of the following criteria:was established prior to March 13, 2020is not an ineligible business[2]meets at least one of the following two conditions: (i) has 15,000 employees or fewer, or (ii) had 2019 annual revenues of $5 billion or lesswas created or organized in the United States or under the laws of the United States with significant operations in and a majority of its employees based in the United Statesdoes not also participate in the any of the other Program facilities or the Primary Market Corporate Credit Facility;has not received specific support pursuant to the Coronavirus Economic Stabilization Act of 2020 (Subtitle A of Title IV of the CARES Act)[3]was able make all of the certifications and covenants required under the Program for the specific facility chosen.The loan eligibility criteria for the MSNLF and MSPLF facilities are similar. For either facility, an eligible loan may be either secured or unsecured, provided that it originated after April 24, 2020 and has all of the following features:four-year maturityprincipal and interest payments deferred for one year (unpaid interest will be capitalized)adjustable interest rate of LIBOR (1 or 3 month) + 300 basis pointsfor the MSNLF, principal amortization of one-third at the end of the second year, one-third at the end of the third year, and one-third at maturity at the end of the fourth yearfor the MSPLF, principal amortization of 15% at the end of the second year, 15% at the end of the third year, and a balloon payment of 70% at maturity at the end of the fourth yearminimum loan size of $500,000maximum loan size that is the lesser of (i) $25 million or (ii) an amount that, when added to the eligible borrower’s existing outstanding and undrawn available debt, does not exceed four times (in the case of the MSNLF) or six times, (in the case of the MSPLF) the eligible borrower’s adjusted 2019 earnings before interest, taxes, depreciation, and amortization (“EBITDA”)is not, at the time of origination or at any time during the term of the eligible loan, contractually subordinated in priority to any of the eligible borrower’s other loans or debt instrumentsprepayment is permitted without penalty.To be eligible for the MSELF facility, the existing loan (i.e., prior to upsize) must have been originated on or before April 24, 2020 and have a maturity of at least 18 months—although the lender may extend the maturity of the underlying loan at the time of the upsizing in order to meet the eligibility requirement.To be eligible for the MSELF facility, the upsized portion of the loan must meet the following criteria:was originated on or after April 24, 2020have a minimum loan size of $10 million (increased from $1 million)have a maximum loan amount that does not exceed the least of:$200 million“35% of the eligible borrower’s existing outstanding and undrawn available debt that is pari passu in priority with the eligible loan and equivalent in secured status (i.e., secured or unsecured)” andan amount that, when added to the borrower’s existing outstanding and undrawn available debt, does not exceed six times the borrower’s adjusted 2019 EBITDAprincipal amortization of 15% at the end of the second year, 15% at the end of the third year, with a balloon payment of 70% at maturity at the end of the fourth yearat the time of the upsizing, and for so long as the upsized tranche is outstanding, it must be senior to or pari passu with the borrower’s other debt, other than mortgage debt.The maturity, interest rate, and principal and interest deferment terms are the same as required for the MSNLF and MSPLF loans.Each eligible borrower must also make specified certifications and covenants, including (without limitation) that the eligible borrower will only make mandatory principal and interest payments on any other debt until the eligible loan or upsized tranche is repaid in full. An eligible borrower must also certify that it reasonably believes that it can meet its financial obligations for at least 90 days following origination and does not expect to file for bankruptcy during that time period. In addition, the compensation, stock repurchase, and capital distribution restrictions under section 4003(c)(3)(A)(ii) of the CARES Act[4] apply, however S corporations and other pass-through entities may make distributions reasonably required to cover tax obligations in respect of the entity’s earnings. Borrowers will be expected to make commercially reasonable efforts to maintain payroll and retain employees while the eligible loan is outstanding.The SPV will purchase at par value a 95% participation interest in each eligible MSNLF and MSELF loan[5], with the SPV and the eligible lender sharing the risk on a pari passu basis. An eligible lender with respect to a MSNLF loan must retain the other 5% of the loan until it matures or the SPV sells its participation interest, whichever comes first. An eligible lender under the MSELF facility must be one of the lenders that holds an interest in the existing underlying loan on the date of the upsizing and must retain its 5% portion of the upsized tranche of the eligible loan as well as its interest in the underlying loan until the earliest of the following occurs: The underlying eligible loan matures, the upsized tranche of the eligible loan matures, and the SPV sells its 95% participation. To the extent that the underlying loan is secured, the upsized portion of the loan must also be collateralized on a pro rata basis. For MSPLF loans, the SPV will purchase at par value an 85% participation interest in the eligible loans. However, the lender must retain the remaining 15% of the eligible loan, where the larger amount is intended to account for the increased risk of a higher debt to income ration, until the loan matures or the SPV sells 100% of its participation interest therein. Similarly, the SPV and the lender will share risk in the eligible loan on a pari passu basis.The SPV will cease purchasing participations in eligible loans under the Program on September 30, 2020, unless the Federal Reserve and the Department of the Treasury extend the facility. The Federal Reserve will continue to fund the SPV after such date until the SPV’s underlying assets mature or are sold.As noted above, the Program is one of several liquidity facilities being implemented by the Federal Reserve in collaboration with the Treasury Department and it has not yet started. It is expected to be available by the end of May 2020. The foregoing is based on the current guidance available, which is subject to change without prior notice.BurgherGray will continue to monitor developments with respect to the Program, including the start date and any changes in the eligibility criteria or other terms. Should you have any questions, please feel free to reach out to Gopal M. Burgher (gburgher@burghergray.com) or Lisa Brice (lbrice@burghergray.com or your regular BurgherGray contact. [1] Other facilities include: the Primary Market Corporate Credit Facility, which is intended to provide loans and bond financing to U.S. companies with investment grade debt ratings; the Secondary Market Corporate Credit Facility, through which the Feds will effect secondary market purchases of bonds or ETFs issued by U.S. companies; the Term Asset-Backed Securities Loan Facility (TALF) through which the Feds will fund loans secured by asset-backed securities with underlying credit exposure to consumer and small business loans, including student loans, auto and credit card loans, equipment loans, loans guaranteed by the Small Business Administration, and certain other assets; the Money Market Mutual Fund Liquidity Facility, which will fund loans to eligible financial institutions secured by high-quality assets purchased by the financial institution from money market mutual funds in order to assist money market funds in meeting demands for redemptions by households and other investors; the Commercial Paper Funding Facility, which will provide liquidity to the commercial paper market through the purpose of unsecured and asset-backed commercial paper rated A1/P1 directly from eligible companies; and the Municipal Liquidity Facility, which will fund purchases of tax, revenue, and bond “anticipation” securities from the states and certain of their political subdivisions that meet specified population thresholds.[2] An ineligible business is a type of business listed 13 CFR 120.110(b)-(j) and (m)-(s), as modified by the Small Business Administration’s PPP regulations and includes the following: non-profits; those primarily engaged in the lending; passive businesses owned by developers and landlords that do not actively use or occupy the assets acquired or improved with the loan proceeds (with limited exception); life insurance companies; businesses located outside of the U.S.; businesses deriving more than one-third of gross annual revenue from legal gambling activities; businesses with an officer, director or owner of more than 20% who is incarcerated, on probation, on parole, or has been indicted for a felony or a crime of moral turpitude; unless waived, businesses that have previously defaulted on a Federal loan or Federally assisted financing; and businesses primarily engaged in political or lobbying activities, among other things.[3] Businesses that have received PPP loans are permitted, provided they are also eligible borrowers.[4] Until 12 months after the loan is no longer outstanding, the eligible borrower is not allowed to: (1) repurchase an equity security that is listed on a national securities exchange of the eligible borrower or any parent company of the eligible borrower, except to the extent required under a contractual obligation that was in effect as of March 27, 2020; (2) pay dividends or make other capital distributions with respect to the common stock of the eligible borrower; (3) for any officer or employee of the eligible borrower whose total compensation exceeded $425,000 in calendar year 2019, pay (i) total compensation that exceeds that paid in calendar year 2019 or (ii) severance pay or other benefits upon termination of employment with the eligible borrower which exceeds twice the maximum total compensation in calendar year 2019; or (4) for any officer or employee of the eligible borrower whose total compensation exceeded $3,000,000 in calendar year 2019, award total compensation in excess of the sum of (i) $3,000,000; and (ii) 50 percent of the excess over $3,000,000 of the total compensation received by the officer or employee from the eligible borrower in calendar year 2019. The term ‘‘total compensation’’ includes salary, bonuses, awards of stock, and other financial benefits provided by an eligible business to an officer or employee of the eligible business.[5] In the case of the MSELF, the participation interest purchased will only be with respect to the upsized portion of the loan (not the pre-existing loan portion). ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### COVID-19 Gift Tax Opportunities Augusto Egoavil The COVID crisis is generating tax planning opportunities as a result of lower interest rates and the capital losses accruing in assets and other property.IRS interest rates that apply to Grantor Retained Annuity Trusts (“GRATs”) and loans will be close to historic lows starting April 1, 2020. The hurdle rate that applies to GRATs created in April will be only 1.2%, and the interest rate that applies to three to nine-year loans made in April by clients to individuals or trusts will be only .99%. These rates may decline still further in May.Given these low rates and declines in asset values, now may be an appropriate time to consider some tax planning opportunities.GiftsGift an undervalued asset, such as stock or real estate, to children and more remote descendants. You can transfer all of the future appreciation on the gifted asset free from transfer tax. You can leverage the use of your annual exclusion and your lifetime exclusion for purposes of gift tax and/or pay less gift tax.TrustsUse trusts to hold assets for the benefit of your children or more remote descendants. A trust provides creditor protection, allows for asset management and control, preserves tax benefits and, if structured as a “grantor trust,” allows you to make what effectively amounts to tax free gifts to the trust beneficiaries by your being responsible for paying the income tax attributable to trust assets.GRATSYou may also wish to consider refinancing existing intra-family debt at lower rates. Select an undervalued asset, preferably one that has a high potential for appreciation, and contribute it to a newly formed grantor retained annuity trust (a GRAT) or sell it to a grantor trust in exchange for a promissory note.LoansMake loans to family members and to grantor trusts. You can restructure existing family loans to take advantage of lower interest rates, so that family members and trusts benefit more from those loans. In the case of loans to trusts, as long as the asset in the trust outperforms the interest rate on the note, value passes to the trust without any transfer tax consequence.Using any of these alternatives, the transfers are structured so there is little to no gift tax consequences. The fair market value of the asset on the transfer date, plus an assumed rate of return (in the case of a GRAT) or a fixed interest rate (in the case of a sale), is returned to you over time, either in the form of annuity payments or note repayments. To the extent the transferred asset outperforms that rate, value passes to the trust with no transfer tax consequence. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### Dara N. Smith Joins BurgherGray’s New York Office NEW YORK — BurgherGray is pleased to welcome attorney Dara N. Smith to its New York Office, where she will work as an Associate.Dara graduated from American University’s Washington College of Law, where she served as an articles editor for the Modern American Brief and was a competing member of the law school’s mock trial team. Dara is a member of the New York State Bar Association Business Law Section and is an active volunteer with Legal Outreach, a nonprofit organization geared toward preparing urban youth from underserved communities with the oral advocacy skills necessary for college and beyond. #### DASNY and ESD are Now Empowered to Incur Revolving Credit Facilities to Offset New York State’s Cash-Flow Shortfalls Included in a New York State budget bill enacted in early April as Chapter 56 of the Laws of 2020, are provisions authorizing Dormitory Authority of the State of New York (“DASNY”) and Urban Development Corporation (d/b/a Empire State Development, “ESD”) to seek lines of credit or other revolving financing facilities of up to $3 billion in the aggregate, to be drawn upon at the direction of the State Budget Director with the proceeds of any draws thereunder to be made available to the State to temporarily finance its cash-flow deficiencies resulting from the Covid-19 pandemic.Chapter 56 authorizes the State to enter into so-called “service contracts” with DASNY and/or ESD to secure repayment of amounts so drawn and made available to the State, the payment obligations of the State thereunder being subject to appropriation, so that the State’s repayment commitment will not constitute “debt” of the State within the meaning of the State Constitution and certain State statutes related to incurrence of debt by the State. (Otherwise, such commitment of the State would be subject to all of the statutory and constitutional requirements and limitations associated with the incurrence of indebtedness by the State.)“Service contracts” and similar arrangements embodying “soft” repayment obligations of the State are a means of avoiding the rigid requirements associated with incurrence of State indebtedness that have gained acceptance by creditors, investors and even the rating agencies, and are refinements of the notion of a “moral obligation” of the State. The moral obligation concept was initially developed and employed to support bonds of the New York State Housing Finance Agency (“HFA”) issued to fund mortgage loans to multifamily rental and coop housing developments, beginning in the 1960’s, under the State’s Mitchell-Lama housing program, which bonds were to be repaid, in the first instance, from collections on the mortgage loans. (Theretofore, the Mitchell-Lama program was financed by the issuance by the State of its general obligation bonds, which were subject to the entire array of then-applicable statutory provisions and limits, including approval by the voters, which was “cumbersome,” to say the least.)The State demonstrated its willingness to honor its moral obligation in the context of the well-publicized multi-million dollar mortgage loan default by Coop City in the Bronx in the mid-1970’s when it withheld debt service payments on its Mitchell-Lama mortgage loan in an action it referred to, erroneously, as a “rent strike.” That willingness by the State forms the basis of market acceptance of its “non-debt debt” moral obligation.Since its initial use in connection with HFA’s Mitchell-Lama bonds, the moral obligation and service contract arrangement has been relied upon in a number of different contexts, including as credit support for the securitization by the State of its share of payments under the Master Settlement Agreement with major tobacco product manufacturers entered into by a number of states in the early 2000’s, through a special purpose public benefit corporation known as the Tobacco Settlement Financing Corporation (“TSFC”). The State’s moral obligation back-up support facilitated execution of TSFC’s securitizations of MSA payments, aggregating approximately $4.5 billion, on terms more favorable than those of similar deals done contemporaneously by other states.BurgherGray’s head of public finance, Robert Drillings, was the general counsel of HFA and its co-located group of NYS public authorities and public benefit corporations, which included TSFC when it was created. This gives him significant experience with the moral obligation device, including the TSFC deals and negotiations (albeit unsuccessful) with the Coop City management and board of directors aimed at recovering the arrears resulting from their “rent strike” that the State and HFA had been carrying for two decades at that time.The credit facilities authorized by Chapter 56 are expected to be revolving facilities with original terms of one year, subject to two one-year renewals. If amounts drawn under one or more of those facilities are not repaid within the original term and any extension thereof, Chapter 56 includes provisions authorizing repayment of draws on the credit facilities entered into by DASNY and/or ESD (as applicable) by the issuance by those entities of either State personal income tax bonds (known as “PIT Bonds”) or service contract bonds. (We note that during the period when Robert was general counsel of HFA, that agency was regularly called upon by the State to issue its PIT Bonds, and so in that role he also gained experience with that category of financing by the State. During the intervening years, the State has focused on other public authorities and public benefit corporations as the issuers of its PIT Bonds.)For further information about the newly legislated authority of DASNY and ESD to incur obligations under revolving credit facilities, or to learn more about BurgherGray’s experience with similar transactions and, thus, our ability to be a legal services partner in connection with the incurrence of such obligations and any related bond issuances, please contact Gopal M. Burgher (gburgher@burghergray.com) or Robert M. Drillings (rdrillings@burghergray.com), each of whom can also be reached by telephone at (646) 513-3231. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### DAVID COLE, III Joins Firm as Of Counsel CHICAGO — BurgherGray is pleased to announce that David Cole, III has joined the firm as Of Counsel. An accomplished business, litigation, and compliance attorney, David brings a wealth of experience in commercial litigation, government and internal investigations, corporate compliance, and enterprise risk management. His David has a proven track record of advising corporate leadership across industries, delivering practical and comprehensive legal solutions. His deep understanding of emerging legal and regulatory trends makes him an invaluable asset to companies operating in highly regulated environments. Read the Full Press Release #### FinCEN Expands AML/CTF Program Requirements to Cover Exempt Reporting Advisors On February 13, 2024, the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Treasury took a decisive step toward expanding the compliance obligations of certain types of investment advisers. By withdrawing its 2015 proposal and introducing a new set of proposed rules (the “Proposed Rules”), FinCEN aims to strengthen Anti-Money Laundering/Counter-Terrorist Financing (“AML/CTF”) measures among Registered Investment Advisers (“RIAs”) and SEC Exempt Reporting Advisers (ERAs). This update signifies a broadening of the scope for AML obligations, marking the first time ERAs have been explicitly included under such regulatory requirements. read the full newsletter #### FINCEN Raises Red Flags on CVC Kiosks—What financial Institutions Need to Know Now by Trina L. Glass  On August 4, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an urgent notice to the financial industry urging vigilance against the misuse of convertible virtual currency (“CVC”) kiosks which are rapidly becoming conduits for scams, fraud, and cross-border money laundering—particularly by drug trafficking organizations and transnational criminal networks. The notice, FIN-2025-NTC1 (the “Notice”) comes with sharp red flag indicators, actionable compliance expectations, and a clear call to financial institutions to be vigilant and proactive. read the full report #### Gopal Burgher Guest on Sirius Radio Program The Small Business Report Gopal Burgher was a guest on the Sirius XM show “The Small Business Report” with Carl Brown& Sharrarne Morton on Channel 141 Thursday, November 2, 2017. On the show, he addressed the following questions.  Please enjoy the audio of the show if any of these topics are of interest you.Do I need a business License?Have I selected the correct business structure?What’s the best option, an LLC or an S Corporation?What should be In my Operating Agreement or Bylaws?What is a Legal Business Partnership?How can I protect the name of my business?How do I ensure legal compliance?What contracts does my business need?Can I use personal assets in running my business?What are some common risks I should be guarding against?What should I consider before taking on investors?Do I need an attorney? Listen to Gopal Burgher on Sirius XM https://burghergray.com/wp-content/uploads/2026/05/Gopal-Burgher-on-Sirius-Radio_01.mp3 #### Gopal Burgher Interviewed in Freddie Mac Video Speaking about the Freddie Mac Vendor Academy BurgherGray is proud to play a part in Freddie Mac’s Vendor Academy, and the Minority Corporate Counsel Association recently awarded Freddie Mac its 2018 Employer of Choice Award because of the company’s great work in holding the academy. In the video embedded below/above, Freddie Mac General Counsel William McDavid shares the history of what led to the creation of the Vendor Academy. BurgherGray partner Gopal Burgher then describes the success his firm has had with the academy. “In designing and having the Vendor Academy, Freddie Mac has demonstrated its commitment to diversity,” he says. “And letting its suppliers know above and beyond that Freddie Mac is committed to diversity and wants its suppliers to demonstrate a similar commitment.” #### Gopal Burgher named co-chair of National Bar Association’s Corporate Counsel Leadership Summit BurgherGray managing partner Gopal Burgher has been named a co-chair of National Bar Association’s 16th Annual Corporate Counsel Leadership Summit, which will be held on July 15, 2024 in Las Vegas, Nevada. #### Gopal Burgher Panelist at the NBA Mid-Year Conference Speaking on Law Firm Management Gopal M. Burgher, Managing Partner at BurgherGray, LLP will speak on a CLE panel at the 38th Annual National State Bar Association Mid-Year Conference and Gertrude E. Rush Awards Dinner in Dallas, TX on March 9, 2019. As the legal industry evolves, the delivery of legal services has become more sophisticated and complex. For example, effective attorney and law firm branding is more critically important to building and sustaining a firm than ever before.  As part of a national panel, Gopal will be discussing a multitude of issues surrounding the business of solo and small firm practice, including establishing a firm/practice, branding, marketing, talent acquisition, and firm management. Among other things, attendees will be provided with tips on how to increase firm revenue and operational efficiencies to improve their bottom lines. #### Gopal Burgher Profiled in Skadden Alumni Magazine BurgherGray managing partner Gopal Burgher was recently profiled in Skadden’s Alumni magazine. The article tells the story of how Gopal founded BurgherGray and how the firm has evolved over the years. You can read the entire profile here. read skadden alumni article here #### Gopal Burgher Profiled in Vanguard Law Magazine BurgherGray partner Gopal Burgher was profiled in Vanguard Law Magazine in an article titled, “Gopal Burgher – BurgherGray: Going it along—together.” The article covers Gopal’s personal and professional history, and details the history of the founding of BurgherGray and what makes the firm so unique and special.Read the complete article on Vanguard here. #### Gopal Burgher Selected as the 2018 Children of Jamaica Outreach Visionary Award Recipient ATTORNEY-AT-LAW GOPAL BURGHER AMONG COJO 2018 HONOREESGopal M. Burgher is Founder/Managing Partner and Head of the Capital Markets and Finance practice group of BurgherGray LLP, a corporate law firm based in New York City. He will receive the COJO Visionary Award.Over the years, Mr. Burgher’s commitment to community activism has manifested itself in his service to and support of a number of charitable and philanthropic organizations and causes, including the American Foundation for The University of the West Indies, The Fredonia College Foundation, ESPOIR Youth Program Inc., Children of Jamaica Outreach (COJO) Inc., Professional Jamaicans for Jamaica Inc., and the Dance Theater of Harlem, among others. About Children of Jamaica OutreachChildren of Jamaica Outreach COJO Inc. is a 501(c)(3) non-profit organization in New York and is registered with the New York City Bureau of Charities.  The brainchild of Jamaican-born American Gary Williams, COJO’s mission is to help improve the health, education and general well being of less fortunate children.  Since inception in 1994, COJO has dedicated its resources, human and financial, to help make a difference in the lives of underserved children in Jamaica as well as the United States of America. For further information about COJO including sponsorship opportunities, visit www.cojokids.org. #### Gopal Burgher Speaks on CLE Panel Discussing Social Media & the SEC Gopal M. Burgher spoke on a CLE panel at the 2019 NAMWOLF Driving Diversity & Leadership Conference in New Orleans, LA on February 18th. The CLE was given by the NAMWOLF Financial Services Litigation Practice Area Committee of which BurgherGray is a member.Description of CLE:Financial Services Litigation Practice Area Committee CLE: How to Enrage the SEC Whilst Tweeting Stoned (Allegedly): Social Media and the SECThis program will identify the situations in which the use of social media may draw the watchful eye of the SEC.  First, we will briefly identify the primary statutes and regulations under which the SEC has considered social media and pursued actions –Regulation FD, the “Testimonial Rule” under the Investment Advisers Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.  Second, we will examine the limited guidance provided by the SEC concerning social media usage, which is most extensive in the context of Regulation FD and the flurry of actions against investment advisers for alleged violations of the Testimonal Rule.  Third, we will discuss the intersection of social media and the Exchange Act’s broad antifraud provision – Section 10(b) and Rule 10b-5.  This will include a brief discussion of the purpose of the provisions, the elements of the claim, and the SEC’s wide-ranging investigatory and enforcement authority.  We will then dive into a discussion of the application of these principles to social media, using the colorful Tesla complaint and subsequent settlement as an example and starting point for hypotheticals to illustrate key principles and elements of these claims, such as materiality and scienter.   Finally, we will discuss practical recommendations for in-house counsel to utilize to create or update their company’s social media policy.Panelists:Jennifer Novoselsky, Reyes KursonJulie Moran, Orlans P.C.Gopal Burgher, Burgher Gray, LLPSharonda Mills, Wyndham DestinationsKris Keys, Exelon Corporation #### Gopal Burgher to Participate in Legal & Business Webinar on May 4 BurgherGray managing partner Gopal M. Burgher will participate in a webinar on May 4, 2020 at 1:00 p.m. EST produced by Grow With Google Digital Coaches entitled, “Per the Contract, Let’s Talk Business: Legal, Finances, & Using Data to Drive Growth.” Registration information available in the link below. #### Gregory Weston presents at National Bar Association’s Gateway to Success Conference BurgherGray LLP partner Gregory Weston moderated a panel at the National Bar Association’s Gateway to Success Conference at Thurgood Marshall School of Law in Houston. The panel, “DEI State of the Union,” included panelists Benjamin Crump, Krystal Studavent Ramsey, and David Dixon. #### HPD Adopts New Rules to Implement Section 485-x Affordable Housing Tax Law In a significant development for New York City’s affordable housing sector, effective January 1, 2025, the NYC Department of Housing Preservation and Development (HPD) began implementing the Adopted Rules (ANNY Rules) of Section 485-x Affordable Housing Tax Law —also referred to as Affordable Neighborhoods for New Yorkers Tax Incentive Program (ANNY). Read the complete article #### In Order For All Lives To Matter, Black Lives Must Matter. And the Time Is Now. For the past several months our nation has experienced an unprecedented global pandemic coupled in recent weeks with widespread civil unrest that have combined to reveal the best and worst of who we are as Americans. These events have laid bare certain disparities between Black and White America and simultaneously presented us with an equally unprecedented opportunity to self-correct. We can achieve this by uniting in our shared humanity and common American values to acknowledge the damage and shared grief and begin, in earnest, the process of reforming institutions that actively or passively encourage, facilitate or perpetrate racial inequity. The degree to which we are able to seize this opportunity will largely define this moment in history.While all Americans have had to contend with the impact of the COVID-19 crisis in one form or another, Black Americans find themselves distinguished in yet another unflattering way; disproportionately dying from a disease that does not naturally discriminate by race or ethnicity. It has long been said that “[W]hen White America catches a cold, Black America catches pneumonia” as documented by research that has substantiated the complex relationship between systemic racial inequities and health outcomes. Yet again the recipient of the short end of the ostensibly race-neutral stick, Black Americans had more than enough reason to be outraged even before George Floyd.So it is not surprising that in the wake of the deaths of Ahmaud Arbery, Breonna Taylor, and George Floyd, Black Americans, along with a broad cross-section of other Americans, took to the streets to protest the arbitrary taking of Black lives at the hands of law enforcement, the institution we are told exists to protect and serve us all, but which proves too often to be the very institution from which we need protection. In the wake of the recent manifestations of racism captured in video for the world to see, Black Americans have reached their limit of watching powerlessly as Black lives are snatched away at will by law enforcement and vigilantes in ways that differ from historical lynching only in methodology. And it seems, Americans of all stripes have finally reached their limits as well.In many ways, George Floyd was the straw that broke the camel’s back. His murder is the culmination of a long history of injustice – each instance gnawing away the soul of Black America, increasing feelings of anger, powerlessness and despair, and threatening loss of the hope in the ability of this nation to deliver on its promise of equality and justice for all. George Floyd’s video-recorded killing was such an exceptionally brazen and callous display of the wider disregard for Black lives that it deeply affected some of the most skeptical among us. There was something different about the calm and carefree manner in which those police officers, and in particular Derek Chauvin, snuffed out Mr. Floyd’s life on camera that struck a human chord in most Americans that, for many, unveiled eyes and awakened our collective conscience in a newfound way.America thus finds herself at a critical juncture where it must choose between seizing the opportunity to once and for all acknowledge and eradicate the institutionalized effects of systemic racism or continue to engage in denial and perpetuate the status quo. It is clear to me, as I am sure it is to many others, that the status quo is unsustainable in the long run and, if widespread protests and cries for change are indicators, tenuous at best in the short-term. We ignore these voices at our collective peril.The very real and profound impact of systemic racism, in both the public and private spheres, is undeniable for those of us who experience it on a daily basis, as well as to those who may not experience it but allow themselves the empathy and sincerity to see it. Despite knowing that the acknowledgment of the endemic nature of racism and its debilitating effects on Black Americans is long overdue, I am in this moment hopeful and encouraged, even if cautiously so.I feel hopeful and encouraged that the time has finally come for our society to unequivocally commit to take concrete action to realize our espoused ideal of a single America in which we are, in fact, all equal in the eyes of the law. My hope is bolstered by the, size, scope, nature and intensity of the reactions to the recent catalyzing events which span racial, cultural, political, generational, national and international boundaries. These reactions have taken many forms, including protests, outrage, swift legislative action, public policy pronouncements, and public expressions of support and commitment to change from people in positions of power, be they elected officials, police chiefs/commissioners, general counsels or CEOs of Fortune 500 companies. Yet, despite my optimism, I am cautious, as we must be, recognizing that meaningful change – the kind that is so desperately needed – is not automatically assured. There are many who benefit from the status quo and who oppose, and are threatened by, such change. And, although they may be in the numerical minority, their commitment to resistance should not be underestimated.Change will require sustained commitment and action on the part of all of us who hold dear the ideal of equality and justice for all in order to drive back the efforts of those who would seek to divide us. To win this fight, Americans, in particular Whites, can no longer afford to remain silent. We must individually commit to challenge each and every instance of the manifestation of racism and bigotry that we witness on a daily basis, whether at work, at home or at play, regardless of how uncomfortable it may feel initially. Further, this commitment cannot be something to which we remain true only for the next few weeks or months or however long the subject matter of racial justice and equality remains at the center of the current news cycle. It must be a long-term commitment to ensure our collective safety, prosperity, and way of life as Americans.There are many ways in which to engage in this fight, and each of us must determine for ourselves, as individuals and as institutions, how we will choose to battle. We must commit to identify the most impactful ways to marginalize racism instead of people. To be clear, we will not be successful if we approach this as a Black issue. The truth is, racism is an American issue and this must be an American fight as our fates are intertwined. The scourge of racism should find no refuge in our society.As a Black man and the Managing Partner of a Black-owned law firm, I feel a special duty to speak directly to this issue and to demonstrate leadership by example. In addition to penning this message in response to recent events, I have participated in peaceful demonstrations (including one in which I was joined by some of my colleagues) and I continue to hold honest internal and external conversations of the sort in which we need to engage as a broader community and as a country. Long before the recent events that sparked global reaction took place, however, BurgherGray was committed to the ideals of equality and diversity. We not only hire a diverse cadre of lawyers and support staff, we provide a work environment in which our team is not just allowed but encouraged to be themselves, and are not made to feel as if they have to check any aspect of their identities at the door in order to fit in. These are just some of the critical ways in which we have personalized the fight. We constantly look for new ways to do more as well as to be more impactful in our efforts. This commitment is part of our DNA and you can count on it continuing long after the news cycle changes. We invite all Americans, individuals and institutions alike, to share in this commitment and to the extent you have already been fighting, challenge yourselves to explore ways in which you can have a larger and sustainable impact.In sum, all lives cannot matter if Black lives do not matter. While this nation was built concurrently on the principle of equality and the reality of inequality, we cannot realistically hope to preserve our relative peace, prosperity, culture and general way of life based on a foundation that fundamentally relies on the continued subordination and marginalization of Blacks and other Americans of color. The events of recent weeks present us with a tremendous opportunity to effect meaningful and lasting change through an honest national discourse about the current and historical role of race and racism in the U.S. However high the price may seem for that change, I submit that the price for not capitalizing on this opportunity for change will be much higher. I remain hopeful that we will seize the moment and summon our great American capacity to self-correct. Gopal M. Burgher,Managing Partner #### Jessica Kopas at NAMWOLF: Biometrics in Litigation BurgherGray is pleased to take part in the NAMWOLF Annual Meeting in Chicago this October as the organization marks 25 years.Partner Jessica Kopas will present “Face/Off: Biometrics in Litigation—Liability, Vendors, and the New Identity Battlefield,” a discussion of where biometric liability is emerging, how vendor relationships shift that risk, and what litigators and in-house teams should be watching as identity technology becomes standard business infrastructure. She will be joined by several other panelists who will bring their perspectives on these evolving issues.If you will be at the Annual Meeting, we hope you will join the session and stop by the BurgherGray booth in the Law Firm Expo. October 11–14 at Swissôtel Chicago. #### Jessica Kopas Joins Firm as Partner NEW YORK/MIAMI — BurgherGray LLP is pleased to announce that seasoned litigator, Jessica Kopas, has joined the firm as Partner, enhancing its litigation bench. A Florida native, she will split her time between the Firm’s Miami and New York offices. With over twenty years of experience in complex commercial litigation, Jessica brings an exceptionally dynamic background and skillset to BurgherGray’s litigation practice, including in fiduciary litigation, business torts, banking and investment disputes. Read the Full Press Release #### Lisa Brice Joins BurgherGray’s New York Office NEW YORK — BurgherGray is pleased to welcome attorney Lisa Brice to its New York Office, where she will work as an associate. Lisa received her J.D. from Temple University’s James E. Beasley School of Law, and she later received her LL.M. from Fordham University School of Law, graduating cum laude. Prior to joining the firm, Lisa worked as a civil litigator and managed cross-business compliance risk as a Vice President for several large financial institutions such as Citigroup and Goldman Sachs. She is a member of the New York City Bar Association. #### Mark Samuel Joins BurgherGray’s New York Office NEW YORK — We are pleased to announce that Mark A. Samuel has joined BurgherGray as Of Counsel in the firm’s New York office. Mark brings his diverse experience and portfolio of clients across a broad range of industries, including real estate, hospitality, finance and media to the firm, where he will be a member of the Business Litigation and Intellectual Property and Technology Practice Groups.Mark began his career in private practice in Texas. He later pursued his long standing interest in working as an in-house attorney the legal department of a large corporation by joining the corporate law departments of Chicago Insurance Company and Metropolitan Life Insurance Company in New York, before returning to private practice where he covered a number of disciplines while also pursuing another passion: real estate. For several years Mark successfully operated as a real estate investor, property manager and real estate attorney. In order to better serve his clients, he will now leverage his wealth of experience from the BurgherGray platform where he can tap the firm’s full suite of capabilities, including in complex finance, M&A and commercial transactions, tax counseling, trust and estate planning, investment management and government affairs, among others.“It is a pleasure to join the BurgherGray family,” Mark said. “We have an illustrious team of well credentialed and experienced attorneys spread across New York, Washington, D.C. and Miami, and I am excited to be joining the ranks.”Mark’s practice at BurgherGray will focus primarily on trademark and copyright prosecution and litigation and counseling clients with regard to compliance with the various data privacy and cybersecurity laws and regulations, as well as the use of emerging technologies, including blockchain technology and the evolving regulation of cryptocurrencies. He, of course, will also bring to bear his extensive experience in the real estate industry, including as an investor, property manager and attorney, among other roles.“Mark is a terrific addition to our team,” said BurgherGray managing partner Gopal Burgher. “His dynamic experience and skill set will prove to be a great asset for the firm and our clients in a number of ways.”Mark graduated cum laude from the Thurgood Marshall School of Law at Texas Southern University and received his Bachelor of Arts in Economics from the University of Texas at Arlington. #### Miami-Based Attorneys Join BurgherGray MIAMI — New York-based law firm BurgherGray LLP is proud to announce that four former CKR Law partners have joined the firm, immediately giving it a physical presence in Miami, Florida, and bolstering its Latin America practice. With the addition of the new group—three members of which will be based in Miami—BurgherGray has expanded its physical footprint to three US locations: New York City, Washington, D.C., and Miami.The group is comprised of two tax, one corporate, and one litigation attorney: Augusto Egoavil, Christopher Klug, Eulalia “Laly” Salas, and Laline Concepcion-Veloso. Click here to read the full press release #### New IRS Regulations on Gifts and Bequests from Covered Expatriates by Augusto Egoavil On January 10, 2025, Treasury and the IRS released final regulations on taxes imposed on gifts and bequests from covered expatriates. These rules are effective for covered gifts or bequests made on or after January 1, 2025. Read the full article #### New Tax Deadlines Augusto Egoavil On April 9, 2020, the IRS issued Notice 2020-23, extending deadlines for the filing of a large number of forms and for making certain related payments. Deadlines have been extended in furtherance of those extensions made under Notice 2020-17 dated March 18, 2020, as superseded by Notices 2020-18 and 2020-20.IRC Section 7508A gives the Treasury Department the authority to postpone the time to perform certain acts required under the Code for taxpayers affected by a federally declared disaster (as defined in Code Section 165(i)(5)(A)). Notice 2020-17 originally provided relief to individual U.S. taxpayers adversely affected by the COVID-19 emergency declaration made by the President on March 13, 2020, allowing them to extend the due date to pay their federal income taxes and tax on self-employment income due on April 15, 2020 until July 15, 2020.Notices 2020-18 and 2020-20, which superseded Notice 2020-17, expanded the relief to include federal gift tax and generation skipping taxes due on April 15, 2020 until July 15, 2020.Notice 2020-23 amplified relief to include individuals, partnerships, corporations, and non-profit associations. Generally all types of Form 1040 for individuals who are U.S. citizens/residents, non-resident aliens, and Puerto Ricans are included. Also, all types of Forms 1120 for filing and payment of income taxes by all types of corporations are also included in the relief.The extension also applies to the filing and payment of income taxes by partnerships, REMICS, estates and trusts, as well as to the filing and payment of federal estate and gift taxes and GST.Other specific forms included in the relief for postponement of filing and payment of federal taxes are:Form 8971, Information Regarding Beneficiaries Acquiring Property from a  Decedent and any supplemental Form 8971;Form 990-T, Exempt Organization Business Income Tax Return;Form 990-PF, Return of Private Foundation or Trust Treated as Private Foundation;Form 4720, Return of Certain Excise Taxes under Chapters 41 and 42 of the Internal Revenue Code;Form 990-W, Estimated Tax on Unrelated Business Taxable Income for Tax-Exempt Organizations.The filing of other informational forms such as Forms 3520, 5471, 5472, 8621, 8858, 8865, and 8938 have been extended until July 15, 2020.The relief also extends to specified time sensitive actions, that are due to be performed on or after April 1, 2020, and before July 15, 2020, such as the time for filing all petitions with the Tax Court, or for review of a decision rendered by the Tax Court, filing a claim for credit or refund of any tax, and bringing suit upon a claim for credit or refund of any tax.Relief is also being applied to “Affected Taxpayers,” meaning those taxpayers currently under examination (including an investigation to determine liability for an assessable penalty under the Code, or whose cases are with the Independent Office of Appeals; or who, during the period beginning on or after April 6, 2020 and ending before July 15, 2020, file amended returns or submit payments with respect to a tax for which the time for assessment would otherwise expire during this period. With respect to those Affected Taxpayers, a 30-day postponement is granted for time-sensitive actions if the last date for performance of the action is on or after April 6 but before July 15, 2020.It is important to bear in mind that for those taxpayers who had a deadline to file income taxes by March 15, 2020 or April 15, 2020 that, in order to elect to take advantage of the original six-month extension to file and pay their 2019 income taxes by September 15 or October 15, 2020, they must file for an extension before July 15, 2020. They should also bear in mind that interest charges will be computed on taxes due on July 15, 2020 for 2019 taxes that are not paid as of such date. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### New York’s Raise Act: A Critical Assessment by John Eden On December 19, 2025, Governor Kathy Hochul signed New York’s Responsible AI Safety and Education Act (the “RAISE Act” or “Act”), which imposes transparency, safety protocols, and incident reporting requirements on developers of large frontier artificial intelligence models. The Governor’s office characterized the legislation as nation-leading. The Act is expected to take effect on January 1, 2027. Read the Full Article #### No Need To Worry About Tax Implications Of Modifying Mortgage Loans In Securitization Trusts by Christopher Klug The U.S. economy is in sudden decline due to the national public health crisis caused by the COVID-19 pandemic. With unemployment rising dramatically and many sectors of the economy on virtual lockdown, many households and businesses in the U.S. are facing, and many more will face, difficulty paying mortgage, rent and other obligations. In response to these unprecedented circumstances, mortgage loan lenders and servicers are striving to provide assistance to borrowers through wide-ranging forbearance programs, fee waivers and other flexible repayment programs as quickly and efficiently as possible.On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act was enacted in response to the President’s national emergency declaration concerning the novel coronavirus pandemic on March 13, 2020. It provides borrowers of “federally backed mortgage loans” the right to request forbearance for 90 to 180 days, depending on the number of units in the related building, with no fees or extra interest charge. Foreclosure is prohibited during this period.Many federally backed mortgage loans are held in securitization vehicles such as investment trusts and real estate mortgage investment conduits (“REMICs”). The forbearance provisions of the CARES Act raised many issues, including: (1) whether the forbearance would jeopardize the federal tax qualifications of the securitization vehicles; and (2) whether the loans for which servicers have provided forbearances to borrowers who are experiencing financial hardship due to the COVID-19 crisis can be acquired by a REMIC without the acquiring REMIC being treated as having improper knowledge of an anticipated default for purposes of the rules governing REMIC foreclosure property.The CARES Act provides, among other things, that during the covered period, single-family and multifamily borrowers with federally backed mortgage loans experiencing a financial hardship due, directly or indirectly, to the COVID-19 crisis may request and obtain forbearance on their loans. The CARES Act defines the term covered period to be the period beginning on the date of its enactment (March 27, 2020) and ending on the earlier of the termination date of the COVID-19 emergency and December 31, 2020.The CARES Act defines the term federally backed mortgage loan to include any loan that is secured by a first or subordinate lien on residential real property (including individual units of condominiums or cooperatives) designed principally for occupancy by one to four families and that is (A) insured by the Federal Housing Administration under title II of the National Housing Act; (B) insured under section 255 of the National Housing Act; (C) guaranteed under Section 184 or 184A of the Housing and Community Development Act; (D) guaranteed or insured by the Department of Veteran Affairs; (E) guaranteed or insured by the Department of Agriculture; (F) made by the Department of Agriculture; or (G) purchased or securitized by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association.If a borrower who is experiencing hardship due to the COVID-19 crisis, requests forbearance on a federally backed mortgage loan, the related loan servicer shall provide the forbearance for up to 180 days, which period may be extended for an additional 180 days at the request of the borrower, provided that, the borrower’s request for an extension is made during the covered period. The borrower has the option to shorten the forbearance period. During the period of forbearance, no fees, penalties, or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the terms of the mortgage loan shall accrue on the borrower’s account.The term multifamily borrower means a borrower with a residential mortgage loan that is secured by a lien against a property comprising five or more dwelling units. The term federally backed multifamily mortgage loan includes any loan (other than temporary financing such as a construction loan) that (A) is secured by a first- or subordinate lien on residential multifamily real property designed principally for occupancy by five or more families, including such secured loan the proceeds of which are used to prepay or pay off an existing loan secured by the same property; and (B) is made in whole or in part, or insured, guaranteed, supplemented, or assisted in any way, by any officer or agency of the federal government or under or in connection with a housing or urban development program administered by the Secretary of Housing and Urban Development or a housing or related program administered by any other such officer or agency, or is purchased or securitized by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association.Upon receipt of an oral or written request for forbearance from a multifamily borrower with a federally backed multifamily mortgage loan that was current on its payments as of February 1, 2020, and that is experiencing a financial hardship during the COVID-19 emergency, a servicer shall (A) document the financial hardship; (B) provide the forbearance for up to 30 days; and (C) subject to satisfying certain conditions, extend the forbearance for up to two additional 30 day periods. A multifamily borrower can end the forbearance at any time.Many lenders and servicers of non-federally backed mortgage loans intend either voluntarily or through State-mandated loan forbearance programs to provide forbearances to borrowers for the next three to six months.An “entity”[1] qualifies as a REMIC only if, in general, substantially all of its assets consist of qualified mortgages, foreclosure property, and specified short-term investments and reserves. A mortgage is a qualified mortgage only if it is principally secured by an interest in real property. A mortgage is principally secured by real property if the value of the underlying real property is at least 80 percent of the mortgage’s adjusted issue price (that is, the mortgage’s loan-to-value (“LTV”) ratio is at least 125 percent).The LTV ratio test can be satisfied on either the date that the loan was contributed to the REMIC or the date that the loan was originated (or deemed to be originated). With limited exceptions, a significant modification of a mortgage loan held by a REMIC will be treated as a taxable exchange of the original unmodified mortgage loan for a new mortgage loan (i.e., the modified mortgage loan). The new loan must be tested to determine whether it is principally secured by real property (and thus whether a qualified mortgage) as of the modification date (i.e., the deemed origination date for the new loan resulting from a significant modification of mortgage loan).An “entity” qualifies as a REMIC only if as of the close of the third month after the startup day and at all times thereafter, substantially all of its assets consist of qualified mortgages and permitted investments. With limited exceptions a mortgage loan is not a qualified mortgage unless it is transferred to the REMIC on the REMIC startup day. The REMIC provisions are intended to apply only to an entity that holds a substantially fixed pool of real estate mortgages and has no power to vary the composition of such mortgage assets.A modification of a debt instrument is any alteration, including any deletion or addition, in whole or in part, of a legal right or obligation of the issuer or holder of the debt instrument, whether the alteration is evidenced by an express agreement (oral or written), conduct of the parties, or otherwise. The general rule is that a modification is significant if, based on all facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are economically significant.The significant modification test does not provide a bright line rule so importantly the Treasury Regulations provide more specific rules dealing with certain categories of modifications. A modification that changes the timing of payments (including any resulting change in amount of payments) due under a loan is a significant modification if it results in a material deferral of scheduled payments. The forbearance allowed under the CARES Act allows for a change in the timing of payments under the loan that could be a significant modification.A significant modification of an obligation that is held by a REMIC  can result in material adverse consequences, including the termination of REMIC status or the REMIC being deemed to be involved in a prohibited transaction. Termination of REMIC status results in the “entity” being subject to net income taxation as a taxable mortgage pool. REMICs are subject to a 100% tax on any net income derived from “prohibited transactions”.Real property acquired in foreclosure does not constitute a good REMIC asset if, when the REMIC acquired the related loan, the REMIC knew or had reason to know that the loan would default (the REMIC had “improper knowledge”). Acquiring a mortgage loan that participated in a CARES Act forbearance program could be improper knowledge that the loan would default.Revenue Procedure 2020-26 (“Rev Proc 2020-26”) provides safe harbors under which modifications of certain mortgage loans in connection with the CARES Act forbearance program will not be treated as replacing the unmodified obligations with newly issued obligations, as giving rise to prohibited transactions, or as manifesting a power to vary for purposes of determining the status of a REMIC as such.Rev Proc 2020-26 applies to REMICs or investment trusts providing forbearance of any federally backed mortgage loans or federally backed multifamily loans or other forbearance program for borrowers experiencing financial hardship due to the COVID-19 emergency that are provided during the covered period. Thus, for mortgage loans held by REMICs, forbearances are not treated as resulting in newly issued mortgage loans and are not prohibited transactions.Rev Proc 2020-26 also applies to direct or indirect acquisition by a REMIC on or after March 27, 2020 of federally backed mortgage loans or federally backed multifamily loans subject to a forbearance under the CARES Act. That is, the REMIC can acquire one or more of these loans without jeopardizing its REMIC status due to knowledge of the likelihood of default at time of acquisition. If a REMIC acquires a forbearance loan, the forbearance (1) is not treated as evidence that the REMIC had improper knowledge of anticipated default and (2) is not taken into account in determining the origination date of the mortgage loan.For mortgage loans held by investment trusts[2], forbearance will not be deemed to manifest a power to vary the investment of the trust certificate holders if (i) the forbearance was provided pursuant to the CARES Act, and (ii) relief was requested or agreed during the covered period, and granted as a result of the borrower experiencing a financial hardship due to the COVID-19 crisis. Thus, for forbearances made to mortgage loans held by an investment trust, the CARES Act provides relief from the general rule that an investment trust is not classified as a trust if there is a power under the trust documents to vary the investment of the trust certificate holders.During the COVID-19 pandemic many Americans will have difficulty paying their mortgages. The CARES Act provides borrowers of federally backed mortgage loans the right to request forbearances of 90 to 180 days during the covered period. The CARES Act did not address the issues the forbearances would cause to REMICs and investments trusts. The forbearance allowed under the CARES Act could be a significant modification leading to termination of REMIC status or a prohibited transaction. For investment trusts, the forbearance allowed under the CARES ACT could be a power to vary the investment of the trust certificate holders. Rev Proc 2020-26 provides needed safe harbors to REMICs that forbearances under the CARES ACT will not result in (1) a significant modification of the mortgage loan, and (2) acquisitions by REMICs of such loans will not result in improper knowledge of a likelihood of default. Similarly, Rev Proc 2020-26 provides needed relief to investment trusts that forbearance under the CARES Act will not result in a power to vary the investment of the trust certificate holders.[1] While a REMIC is treated as a separate entity or person for tax purposes, a REMIC need not be (and is usually not) a legal entity.[2] An arrangement is treated as a trust if the purpose of the arrangement is to vest in one or more trustees responsibility for the protection and conservation of property for beneficiaries who cannot share in the discharge of this responsibility and, therefore, are not associates in a joint enterprise for the conduct of business for profit. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### NYDFS Cybersecurity September 3, 2018 Deadline Approaches – Are You Ready? September 3, 2018 marks the latest deadline under the New York Department of Financial Services (“NYDFS”) Cybersecurity Regulation 23 NYCRR 500.  This regulation applies to all financial services companies that are regulated by the NYDFS.By September 3, the NYDFS requires that affected companies have in place the next in a series of mandated cybersecurity safeguards.  Specifically, it requires affected companies have in full compliance (i) a clear audit trail of shared sensitive data moving into and out of the business at any given time (Section 500.06), (ii) application security policies and procedures (Section 500.08), (iii) data retention limitation policies and procedures (Section 500.13), (iv) authorized users policies and procedures (Section 500.14a), and (v) an encryption protocol for all nonpublic information (Section 500.15).Released in February of 2017, the NYDFS cybersecurity regulations set out requirements for how financial institutions should deal with the security and breach challenges reshaping the industry. The roll-out of these rules affect all NYDFS-regulated entities, including but not limited to state-chartered banks, licensed lenders, mortgage companies, insurance companies, and foreign banks licensed by NY State. Such entities must certify to the NYDFS annually that they remain in full compliance. The regulation says that affected companies must install a Chief Information Security Officer (CISO) tasked with devising an extensive cybersecurity policy and corresponding program. The program must identify existing cybersecurity threats, prevent potential future threats, recover from past breaches, and report cybersecurity dangers to NYDFS. Included in each company’s cybersecurity policy should be best practices for data retention and deletion. Companies should not keep data any longer than necessary for their operations, unless required by law. Companies should safely and securely dispose of data they no longer need. Lastly, the security officer must also file an annual written report to the company’s board for approval.Certificates of compliance, which must be filed annually with the DFS by February 15 for the prior calendar year. If a company has not yet certified with NYDFS, it should do so as soon as possible via NYDFS’s website. Companies that fail to comply run the risk of penalties.The complete rules can be read via the NYDFS website, here. NYDFS has also made available a set of FAQ that they update, from time to time. Please contact BurgherGray if you have any questions or if you would like a review of your company’s privacy program. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### Open Banking Unleashed: Navigating the New Era of Open Banking and Consumer Data Rights We wish to inform you about a significant regulatory development that could reshape the fintech landscape. The Consumer Financial Protection Bureau (“CFPB”) recently proposed the Personal Financial Data Rights (the “Proposed Rule”) rule with the intention of making consumers’ financial transaction data more portable, thereby causing a broader shift to a more open banking ecosystem characterized by increased competition between banking service providers. read the full newsletter #### Opportunity or Burden: Understanding the SEC’s Proposed Rules Regulating AI & Other New Technologies by Broker-Dealers & Investment Advisers The Securities and Exchange Commission (“SEC”) recently proposed new rules (“Proposed Rules”) under the Securities and Exchange Act of 1934 (“Exchange Act”) and the Investment Advisers Act of 1940 (“Advisers Act’) designed to address the potential for artificial intelligence (“AI”) and other predictive data analytics (“PDA”) tools to create conflicts of interest between broker-dealers and investment advisers, on the one hand, and their clients, on the other. read full client alert here (pdf) #### Partner Chuck Katz named to Leading Lawyers list for 2021 BurgherGray partner Chuck Katz has been named a Leading Lawyers for Public Finance in Illinois for 2021. This is the third consecutive year in which Chuck has received this honor. Attorneys are nominated to the Leading Lawyers when their peers in the same state are asked to name the top lawyers within particular practice areas in the state. Self-nominations and nominations of attorneys working at the same firm are not allowed. Leading Lawyers then conducts interviews with the attorneys who are most frequently nominated, and reviews their ethical standing. An advisory board of other attorneys selected to Leading Lawyers makes final recommendations. Fewer than 5% of attorneys in any state are named to the Leading Lawyers list. Learn more about the Leading Lawyers selection process here. #### Partner Chuck Katz Named to Leading Lawyers List for 2025 BurgherGray partner Chuck Katz has been named a Leading Lawyer for Public Finance in Illinois for 2025. This is Chuck’s third time being named a Leading Lawyer. Attorneys are nominated to the Leading Lawyers when their peers in the same state are asked to name the top lawyers within particular practice areas in the state. Self-nominations and nominations of attorneys working at the same firm are not allowed. Leading Lawyers then conducts interviews with the attorneys who are most frequently nominated, and reviews their ethical standing. An advisory board of other attorneys selected to Leading Lawyers makes final recommendations. Fewer than 5% of attorneys in any state are named to the Leading Lawyers list. Learn more about the Leading Lawyers selection process here. #### Patrick Valentino joins BurgherGray as Partner NEW YORK — BurgherGray is pleased to welcome new real estate partner, Patrick Valentino, to its New York City office. Patrick’s practice focuses on commercial real estate, including affordable housing, commercial leasing, hospitality, and distressed assets. Although the firm is headquartered in New York City, Patrick will continue his national practice, serving clients in major markets including San Francisco, Los Angeles, and San Diego. read the full press release #### Periodic Filings for Investment Advisers by Dan ClausenInvestment advisers need to file certain periodic reports with the SEC, other federal regulators and/or the adviser’s state regulator. Required filings for individual states can be found online here, and some of the required federal filings are outlined below.Form ADVForm ADV must be updated at least annually within 90 days of the end of the adviser’s fiscal year. For advisers with a fiscal year that ends on December 31, the filing deadline for 2019 is March 31.Form ADV is made up of two parts. The first part is mostly checking the box format and asks for information about the adviser’s business, business practices, clients, and related issues.The second part is a “narrative brochure” that describes the adviser’s services in a written narrative that is intended to be easier for an adviser’s potential clients to understand. This brochure is required to be given to clients and is recirculated every year when changes have been made. Supplemental brochures containing information about any and all firm personnel who will be providing investment advice also must be provided to each client.Both parts of Form ADV should be updated at least annually, as well as whenever an amendment is required.Form 13FA quarterly report for an adviser who manages $100 million or more in reportable securities (e.g., most exchange-traded securities). The report is due 45 days after the end of each quarter. For 2019, the first quarterly report is due February 14.Form 13D/GInvestors must file either 13D or, in certain cases, 13G, to disclose when they exceed five percent equity ownership in a reporting security.  Generally, for investment advisers that exceed the 5% threshold and are passive investors, a 13G filing is due 45 days after the end of the calendar year, which for 2019 is February 14. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### Proposed Federal AI Moratorium Would Freeze State-Level Regulation for a Decade by John Eden  A newly introduced federal bill—formally titled the One Big Beautiful Bill Act—includes a sweeping provision that would impose a 10-year moratorium on the enforcement of state-level artificial intelligence (AI) regulation. If enacted in its current form, this moratorium would significantly reshape the AI regulatory landscape by preempting state efforts to regulate the uses of artificial intelligence. read the full report #### Proposed Regulations on Carried Interests by Augusto EgoavilOn July 31, 2020, the IRS issued proposed regulations ([REG-107213-18]) under Section 1061 of the Internal Revenue Code (the “Code”) as required by Code Section 1061(f). The proposed regulations provide guidance on the application of Code Section 1061, and also include new regulations regarding the treatment of carried interests held by the partnership sponsor or through one or more tiered pass-through vehicles. Also, the proposed regulations contain new reporting rules. read full article here (PDF) #### Randy Moonan Joins BurgherGray as Partner NEW YORK — BurgherGray is pleased to welcome new litigation partner, Randy Moonan, to its New York City office. Randy brings with him wide-ranging litigation experience that will significantly enhance the firm’s litigation capabilities. Randy represents clients in complex high-stakes litigation and regulatory investigations, including commercial and securities litigation, insurance coverage disputes, sensitive regulatory and internal investigations, and appellate proceedings. He has a diverse client base comprising global and national financial institutions, middle market companies, as well as entrepreneurs, corporate officers, boards of directors and their committees, and investors. In addition to successfully litigating a variety of cases in state and federal courts across the country, Randy has represented clients before domestic and international arbitration tribunals and has been involved in several trials.Randy began his legal career in the New York office of Simpson Thatcher & Bartlett LLP, where he worked on a variety of litigation and regulatory investigation matters, providing him with a broad-based litigation foundation. Immediately prior to joining BurgherGray, Randy spent time at the New York office of a securities litigation boutique, where he further honed his litigation skills in a practice primarily focused on representing companies in contractual disputes and investors in securities class action litigation.With his unique experience having represented both plaintiffs and defendants, particularly in securities litigation matters, Randy is able to bring to any legal matter a comprehensive perspective informed by his understanding of opposing counsel’s thought process and strategy.“I am excited to join the impressive team of attorneys at BurgherGray, and feel privileged to be a part of, and to contribute to, a distinctive practice that builds on the Firm’s unique strengths to positively impact our clients,” said Randy.Gopal M. Burgher, Managing Partner of the firm, commented, “We are thrilled to have Randy join the BurgherGray family. With his energy and unusual mix of complex litigation experience, Randy represents an important element of the firm’s strategic growth and development and our continued effort to best position ourselves to partner with our clients to devise creative, tailored solutions to some of their most challenging legal problems.”Randy earned his J.D. from Cornell Law School, where he served as managing editor of the Cornell Journal of Law and Public Policy. He earned his B.A., magna cum laude, from the State University of New York at Albany. #### Regulation Best Interest has arrived. Are you ready? On Friday, June 26, 2020, the U.S. Court of Appeals for the Second Circuit upheld the Securities and Exchange Commission’s Regulation Best Interest in a unanimous opinion, following much controversy in the industry surrounding the rule.[1] The plaintiffs, which included multiple state attorneys general, XY Planning Network and Ford Financial Solutions, argued that the Commission, in promulgating the rule, ignored the congressional intent of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Plaintiffs argued that Section 913(g) of the Dodd-Frank Act requires the Commission to promulgate rules to hold broker-dealers to a standard of conduct not less stringent than the standard to which investment advisers are held under the Investment Advisers Act, i.e., a fiduciary standard.[2] As such, according to plaintiffs, the rule was arbitrary and capricious. The Commission, on the other hand, argued that Section 913(f) of the Dodd-Frank Act grants the Commission broad rulemaking authority and that promulgating Regulation Best Interest falls within the discretion granted to the Commission. Furthermore, the Commission argued that the new rule is consistent with congressional intent to protect consumers because it establishes a heightened standard of conduct for broker-dealers and associated persons when recommending securities transactions or investment strategies to retail investors.[3] In a unanimous decision, the three-judge panel held that the Commission acted properly in crafting Regulation Best Interest and that the rule was not arbitrary and capricious.[4] The Commission also adopted Form CRS, which requires SEC-registered investment advisers and SEC-registered broker-dealers to provide a brief relationship summary that discloses client or customer relationships and any conflicts of interest. The compliance date for Regulation Best Interest and Form CRS filing is June 30, 2020. Form CRS must be delivered to (1) existing retail investors by July 30, 2020 and (2) new retail investors before or at the time of entering into an advisory agreement. The Commission expects to implement the rule immediately. This memorandum will take a closer look at Regulation Best Interest, discussing the historical background of the rule, the difference between standards of conduct for investment professionals, and the key points and requirements of the rule, and provide best-practice recommendations for compliance with the rule. [1] XY Planning Network, LLC v. Securities Exchange Commission, No. 19-2886 (2d Cir. 2020) is no longer available online. (Last visited June 27, 2020). [2] XYPN argued that Regulation Best Interest will put investment advisers at a competitive disadvantage by making it more difficult for them to differentiate their standard of care from that of broker-dealers when advertising to customers, especially because XYPN highlights its adherence to the higher standard of care for investment advisers as a selling point to attract customers. The State Attorneys General Petitioners claimed that Regulation Best Interest will diminish their tax revenues from investment income by allowing broker-dealers to provide conflicted investment advice to customers, which would be prohibited under a uniform fiduciary standard. [3] On June 5, 2019, as part of a rulemaking package, the U.S. Securities and Exchange Commission adopted Regulation Best Interest under the Securities Exchange Act of 1934.  See Securities and Exchange Commission, Regulation Best Interest: The Broker-Dealer Standard of Conduct, Release No. 34-86031 (June 5, 2019), https://www.sec.gov/rules/final/2019/34-86031.pdf available at (Last visited June 20, 2020).  Hereinafter “Regulation Best Interest Release”. [4] In analyzing the language of Section 913, the court emphasized that Section 913(f) provided that the Commission “may commence a rulemaking, as necessary or appropriate in the public interest and for the protection of retail customers . . . to address the legal or regulatory standards of care for” broker-dealers.” As such, this broad grant of permissive rulemaking authority included promulgating Regulation Best Interest as adopted by the Commission. Furthermore, the court addressed whether plaintiffs had Article III standing to petition the court. The court unanimously agreed that the state attorneys general lacked standing, but split on whether XY Planning Network and Ford Financial Solutions had standing to challenge the rule. read the full memorandum here (PDF) #### Samuel R. Marchese joins firm as Partner NEW YORK — BurgherGray is pleased to announce that Samuel R. Marchese has joined the firm as A Partner and Chair of the Commercial Real Estate Rent Regulation and Administrative Law Division of the Commercial Real Estate and Community Development Group. With over a decade of expertise in navigating New York’s complex multifamily real estate regulations, Samuel brings a wealth of knowledge that will enhance the firm’s ability to provide comprehensive and strategic legal solutions across the state. Samuel’s practice focuses on guiding clients through a range of intricate matters, including rent regulation, tax incentives, and regulatory due diligence for property acquisitions and financings. He represents clients before prominent State and local administrative bodies,  including the New York State Division of Housing and Community Renewal and the New York City Department of Housing Preservation and Development, as well as in the New York State Supreme Court and the U.S. District Courts for the Southern and Eastern Districts of New York. Known for his deep understanding of regulatory requirements and his strategic approach, Samuel is a recognized authority in the real estate industry, with insights featured in leading publications such as The New York Times and Commercial Observer. read the full press release here #### SEC Proposes Higher Standard of Care for Broker-Dealers by Dan ClausenIn April, the Securities and Exchange Commission (“SEC”) released a proposed set of rules addressing the different standards required of broker-dealers and investment advisers when providing investment advice to retail investors. As it currently stands, investment advisers have a fiduciary obligation to their clients to act in the client’s best interest, while broker-dealers are merely required to sell “suitable” products to their clients. The new rules, if enacted as proposed, will not create a uniform set of standards, but will somewhat level the playing field for retail customers in terms of what they can expect in dealing with either brokers or investment advisers.The new rules, which the SEC is calling Regulation Best Interest, would require a broker-dealer to “act in the best interest of the retail customer at the time the recommendation is made without placing the financial or other interest of the [broker-dealer] ahead of the interest of the retail customer.” Among the requirements is a rule enhancing broker-dealers’ disclosure obligations to their clients. For example, brokers would have to let their clients know about potential conflicts of interest on proposed transactions. Broker-dealers would generally be prohibited from referring to themselves as “advisers” under the new set of rules when providing investment advice, clarifying what function they serve to investors.The rules also propose that both advisers and brokers provide their clients with Form CRS, a summary of the relationship between the client and the adviser or broker. The hope is that this eliminates client confusion about what to expect from their advisers and brokers.Additionally, the rules propose that employees of investment advisers undergo the same licensing and testing standards as broker-dealer personnel.The rules would also require that advisers meet the same minimum capital requirements broker-dealers face, which could potentially inhibit the development of new adviser firms and require current advisers to hold additional capital on their own balance sheet.The SEC is requesting public comment on these proposed rules, with a deadline for public comments set for August 7. The complete rules can be read and comments can be submitted on the SEC’s website.Please contact BurgherGray if you would like assistance with preparing a comment letter or have any questions about the proposal. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### SEC Proposes to Clarify the Role of Finders in Private Securities Offerings by Jephte LanthiaOn October 7, 2020, the SEC voted 3-2 to propose a conditional exemption from broker-dealer registration to natural persons who engage in limited securities activities on behalf of private issuers. read the full article here (PDF) #### SEC Provides Conditional Relief in Crowdfunding Offerings to Small Companies Affected by COVID-19 Jephte Lanthia On Monday, May 4, 2020, the U.S. Securities and Exchange Commission (SEC) issued additional temporary relief to address urgent funding needs of businesses affected by COVID-19-related disruption. In recent weeks, the agency issued reliefs to address issues pertinent to public companies and investment firms. The latest relief is intended to address the challenges encountered by smaller companies seeking to meet their capital needs through a Regulation Crowdfunding offering (Reg CF).The temporary relief amends certain existing crowdfunding requirements and provides conditional relief to expedite the timing of the offerings under Regulation Crowdfunding. The temporary relief is available only to existing businesses that have been operating for at least six months and meet “the enhanced eligibility requirements.” Furthermore, the issuer must provide “clear, prominent disclosure to investors about its reliance on the relief.” The relief will apply to offerings launched between the effective date of May 4th through August 31, 2020. Overview of Existing Regulation Crowdfunding (Reg CF)Authorized by Title III of the Jumpstart Our Business Startups Act of 2012 (JOBS Act), Regulation CF created an exemption from the registration requirements of the Securities Act of 1933 for securities-based crowdfunding offerings.[1]  The exemption allows startup companies to raise up to $1.07 million annually from non-accredited investors through an online portal or broker-dealer without filing an extensive registration statement. The congressional policy supporting the enactment of Regulation Crowdfunding was intended to foster small-business activity in the wake of the 2008 financial crisis. To achieve that policy, the JOBS Act sought to address two primary concerns: (1) the difficulty faced by startups and early stage companies with respect to accessing capital markets relative to their larger counterparts and (2) to facilitate a mechanism where regular, non-accredited[2] investors can participate in private capital markets to a greater degree.[3]EligibilityTo be eligible to conduct an offering under Regulation Crowdfunding, the issuer must be incorporated or organized under the laws of a state or territory of the United States, or the District of Columbia. As such, the exemption is not available to non-US companies. Furthermore, the exemption is also not available to (1) an “investment company” as defined under the Investment Company Act of 1940, (2) an SEC-reporting company that is required to file reports under Section 13(a) or 15(d) of the Exchange Act of 1934, i.e. public companies; or (3) a “blank check company” that is formed for unspecified purposes or to acquire other companies. Additionally, the exemption is not available to any issuer that is disqualified as a “bad actor” or an issuer that has previously offered securities under Regulation Crowdfunding and is delinquent in filing its ongoing reports with the SEC.Disclosure Requirements and Investor ProtectionAs mentioned above, Regulation Crowdfunding allows non-accredited investors to invest in securities-based crowdfunding offerings.[4]  To allow easy access to retail investors, Reg CF offerings must be conducted online through an SEC/FINRA registered broker-dealer or funding-portal. However, because of the risks associated with this type of investing, particularly in light of the success rate for startup companies, Regulation CF imposes investment limits on the amount an investor can invest during any 12-month period in crowdfunding transactions. The limits depend on the investor’s net worth and annual income. Furthermore, issuers are required to file Form C and other offering materials with the SEC and make financial statements available to investors on the intermediary’s platform. The funding portal or intermediary is required to educate prospective investors on the offerings and take reasonable steps to ensure that information provided on its platform is in compliance with securities laws. As typical with all securities offerings, and consistent with the goal of protecting investors, the issuer must provide, among other factors: general information about the company, its officers and directors; a description of the business; the plan for the use of the proceeds; related-party transactions and conflict of interest; the risks specific to the company, its business or industry; the financial information about the company; and the target amount and deadline for the offering. Offering AmountsRegulation CF allows issuers to raise up to $1.07 million. The degree of financial disclosure requirement depends on the amount of the offering in the prior 12 months. For issuers raising:$107,000 or less – financial statements and specific line items from income tax returns, both of which are certified by the principal executive officer of the company. If, however, independently audited or reviewed financial statements are available, then such financial statements must be provided instead.$107,000.01 to $535,000 – financial statements reviewed by an independent public accountant and the accountant’s review report. If audited statements prepared by independent accountant are available, then the audited statements must be provided.[5]$535,000.01 to $1.07 million – if first time crowdfunding, then financial statements reviewed by an independent public accountant and the accountant’s review report, otherwise financial statements audited by an independent public accountant and the accountant’s audit report. If the issuer has previously conducted an offering under Regulation CF, then audited financial statements must be provided.The Temporary ReliefDepending on the type of offering, specific sections of securities laws govern each step in the life of an offering. Without addressing the granularity of the process, the statutes generally address when the issuer can make offers, accept commitments, consummate sales, and close the offering. Each stage in the process includes filing or disclosure requirements that seek to promote investor protection. Depending on the offering, those steps can be lengthy, onerous, and expensive. As such, the temporary relief seeks to amend existing crowdfunding requirements by providing conditional reliefs with respect to the time an issuer must make its financial statements available to the public. Given the disruption caused by the pandemic, the agency reasoned that small businesses may be reluctant to spend scarce capital on accounting costs to pursue an offering without any indication on the success of the offering.Under the existing rules, issuers are not required to submit independently reviewed financial statements for offerings up to $107,000. However, issuers offering more than $107,000 and less than $535,000 are required to provide financial statements that have been reviewed by an independent accountant. Under the temporary relief, issuers offering between $107,000 and less than $250,000 in a 12-month period will not be required to provide independently reviewed financial statements. Instead, the financial disclosure requirement has been relaxed and can be met by simply providing financial statements (and specific line items from income tax returns) that have been certified by the principal executive officer of the company. In essence, waiving this requirement allows issuers to provide offering information through the intermediary’s platform while informally gauging whether investors are interested in the offering before bearing the cost and effort of preparing financial statements. That is, once the issuer files the offering statement (Form C with the SEC and the intermediary), the issuer is allowed to make offers to prospective investors. Note, however, the issuer is not allowed to accept commitments from investors at this point. An issuer relying on the temporary relief can accept commitments once the issuer provides the financial statements and clearly discloses that the financial statements provided have been certified by the principal executive officer of the issuer, instead of having been reviewed by an independent public accountant.Furthermore, consistent with allowing anemic companies to infuse capital into their businesses as soon as possible, the relief enables companies to expedite the timeframe for completing an offering. Under existing crowdfunding rules, an issuer’s offering statement must be publicly available for 21 days before the issuer can consummate the sale, i.e. the delivery, transfer or disposition of the securities. However, the temporary relief allows the issuer to consummate the sale as soon as it receives binding commitments (at this point the issuer should have already furnished its financial statements), provided the issuer allows at least a 48-hour window for investors to cancel commitments.Proposed Rules to Regulation Crowdfunding: Reg CF 2.0On March 4, 2020, SEC announced a set of proposed amendments to promote capital formation, specifically to increase the offering limits for Regulation A, Regulation Crowdfunding, and Rule 504 offerings, and revise certain individual investment limits. Under the proposed rules, the agency is considering raising the offering limit in Regulation Crowdfunding from $1.07 million to $5 million and amending the investment limits for investors in Regulation Crowdfunding offerings. The agency has also proposed to amend Regulation A by raising  the maximum offering amount under Tier 2 of Regulation A from $50 million to $75 million; and the maximum offering amount for secondary sales under Tier 2 of Regulation A from $15 million to $22.5 million.The agency is still accepting comments on the proposed rules and has not issued the final rules, yet. The comment period is open until June 1, 2020.Summary of Temporary ReliefThe SEC Release No. 33-10781 press release is available here.Click any of the tabs below to view more information about each. Eligibility Offers permitted Investment commitments accepted Financial statements required when issuer is offering more than$107,000 and not more than $250,000 in a 12-month period Sales permitted Early closing permitted Cancellations of investment commitments permitted Existing Regulation CrowdfundingThe exemption is not available to:Non-U.S. issuersIssuers that are required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934;Investment companies;Blank check companies;Issuers that are disqualified under Regulation Crowdfunding’s disqualification rules; andIssuers that have failed to file the annual reports required under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement.Temporary AmendmentTo rely on the temporary rules, issuers must meet the existing eligibility criteria, PLUS:The issuer cannot have been organized and cannot have been operating less than six months prior to the commencement of the offering; andAn issuer that has sold securities in a Regulation Crowdfunding offering in the past, must have complied with the requirements in section 4A(b) of the Securities Act and the related rules. Existing Regulation CrowdfundingAfter filing of offering statement (including financial statements)Temporary AmendmentAfter filing of offering statement, but financial statements may be initially omitted (if not otherwise available) Existing Regulation CrowdfundingAfter filing of offering statement (including financial statements)Temporary AmendmentAfter filing of offering statement that includes financial statements or amended offering statement that includes financial statements Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo. Existing Regulation CrowdfundingAfter the information in an offering statement is publicly available for at least 21 daysTemporary AmendmentAs soon as an issuer has received binding investment commitments covering the target offering amount (note: commitments are not binding until 48 hours after they are given) Existing Regulation CrowdfundingOnce target amount is reached if:The offering remains open for a minimum of 21 days;The intermediary provides notice about the new offering deadline at least five business days prior to the new offering deadline;Investors are given the opportunity to reconsider their investment decision and to cancel their investment commitment until 48 hours prior to the new offering deadline; andAt the time of the new offering deadline, the issuer continues to meet or exceed the target offering amount.Temporary AmendmentAs soon as binding commitments are received reaching target amount if:The issuer has complied with the disclosure requirements in temporary Rule 201(z);The intermediary provides notice that the target offering amount has been met; andAt the time of the closing of the offering, the issuer continues to meet or exceed the target offering amount. Existing Regulation CrowdfundingFor any reason until 48 hours prior to the deadline identified in the issuer’s offering materials. Thereafter, an investor is not able to cancel any investment commitments made within the final 48 hours of the offering (except in the event of a material change to the offering).Temporary AmendmentFor any reason for 48 hours from the time of the investor’s investment commitment (or such later period as the issuer may designate). After such 48-hour period, an investment commitment may not be cancelled unless there is a material change to the offering.  [1] Under Section 5 of the Securities Act of 1933, the offer and sale of securities require either registration or an exemption from registration. Prior to the JOBS Act, startup companies generally raised capital through private offerings under Rule 506 (c) of Regulation D. However, 506(c) offerings are only available to accredited investors.[2] Rule 501 of Regulation D generally defined an accredited investor as “a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of purchase, or has assets under management of $1 million or above, excluding the value of the individual’s primary residence; or a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.”[3] Congress also passed Title IV of The JOBS Act or Regulation A+. This exemption allows companies to raise up to $50 million from both accredited investors and the general public, depending whether the offering is a Tier 1 offering or Tier 2 offering. Regulation A offerings are often considered “mini-IPOs” because they share some of the similarities of a traditional initial public offering (IPO), such as qualification with the SEC, increased ongoing disclosure requirements, as well as significant accounting and legal costs. Therefore, this option can be just as unfeasible for some startup companies. As such, Regulation Crowdfunding provides an exemption featuring both the ability to attract capital from non-accredited investors like a Regulation A offering, as well as a fairly streamlined filing process like a Regulation D offering.[4] Securities-based crowdfunding is different from reward-based crowdfunding. Depending on the facts and circumstances, reward-based crowdfunding offerings generally do not meet the definition of investment contracts as outlined in the Howey Test.[5] The audit process entails a higher level of scrutiny by the accountant than the review process. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### Shoring Up the Financial Crime Monitoring Ecosystem: How the Corporate Transparency Act Affects Ownership Disclosure for Domestic and International Companies The Corporate Transparency Act (the “CTA”) went into effect on January 1, 2024, and requires “reporting companies” in the United States to disclose certain types of information about their “beneficial owners” (“BOI Report(s)”) to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). read the full newsletter #### Tax Due Diligence Matrix: Governmental Bonds A subcommittee of the Tax Law Committee of The National Association of Bond Lawyers has just released a project that was nearly 2 years in the making. The project involves a detailed matrix containing guidance with respect to rules, regulations and practice pointers related to the issuance of tax-exempt bonds. BurgherGray was proud to be involved in the preparation of that guidance. #### Tax Relief for Individuals and Businesses Under the CARES Act by Augusto Egoavil by Christopher Klug On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act or CARES Act (the “Act”) as part of the economic relief package to assist individuals and businesses to overcome the resulting crisis, including the prior Families First Coronavirus Response Act (FFCRA). The CARES Act also enacts the Coronavirus Economic Stabilization Act of 2020 (CESA), which provides $500 billion in loans, loan guarantees, and other investments, which are available to businesses that do not qualify for other assistance under the CARES Act.This alert summarizes the significant provisions of the CARES Act that affect employers and employees. Provisions for individualsRecovery rebates for individuals. The additional 10% tax on early distributions from IRAs and defined contribution plans (such as 401(k) plans) is waived for distributions made between January 1 and December 31, 2020 by a person who (or whose family) is infected with the Coronavirus or who is economically harmed by the Coronavirus. Penalty free distributions are limited to $100,000, and may, subject to guidelines, be recontributed by the participant to the plan or IRA.  The penalty free distributions can be included in the participants gross income over a three year period.Special rules for use of retirement funds.Temporary waiver of required minimum distribution rules for certain retirement plans and accounts.Allowance of partial above the line deduction for charitable contributions. The Act allows a deduction to adjusted gross income of up to $300 of charitable contributions made by an eligible individual during the taxable year.Modification of limitations on charitable contributions during 2020. The limits for contributions by individuals and corporations are expanded.Exclusion for certain employer payments of student loans. An employee currently may exclude $5,250 from income for benefits from an employer-sponsored educational assistance program. The CARES Act expands the definition of expenses qualifying for the exclusion to include employer payments of student loan debt made prior to January 1, 2021. Business ProvisionsEmployee retention credit for employers subject to closure due to COVID-19. Employers may be eligible for a refundable payroll tax credit for employee retention, if they were fully or partially closed due to an order from a government authority limiting travel, commerce, or group meetings due to COVID-19, or faced a significant decline in receipts related to COVID-19. Where applicable, the tax credits are equal to 50 percent of qualifying wages paid to each employee in a particular quarter. The credit is provided for the first $10,000 in eligible wages of an employee, thus the maximum credit is $5,000 per employee. These tax credits are not allowed where the employer takes advantage of the Paycheck Protection loans.Delay of payment of employer payroll taxes. Employers will be able to defer paying the employer portion of certain payroll taxes, including the 6.2% employer portion of Social Security tax, through the end of 2020. All 2020 deferred amounts will be due in two equal installments, the first due at the end of 2021 and second at the end of 2022. Employer who take advantage of the Paycheck Protection Loans are not eligible for the delay in payment of employer payroll taxes.Modifications for net operating losses. The 2017 Tax Cuts and Jobs Act (“2017 Tax Law”) limited net operating losses (NOLs) arising after 2017 to 80% of taxable income and eliminated the ability to carry NOLs back to prior tax years. For NOLs arising in tax years beginning before 2021, the CARES Act allows taxpayers to carryback 100% of NOLs to the prior five tax years, effectively delaying for taxpayers the 80% taxable income limitation and carryback prohibition until 2021.  This is an opportunity for companies to file amended tax returns for prior years and utilize the NOLs carryback to obtain tax refunds. The CARES Act also temporarily liberalizes the treatment of NOL carryforwards.  For tax years beginning before 2021, taxpayers can take an NOL deduction equal to 100% of taxable income (rather than the present 80% limit).  For tax years beginning after 2021, taxpayers will be eligible for: (1) a 100% deduction of NOLs arising in tax years before 2018, and (2) a deduction limited to 80% of taxable income for NOLs arising in tax years after 2017.   In addition, the Act adds special rules for REITS, life insurance companies, and the Section 965 transition tax.Modification of limitation on losses for taxpayers other than corporations. The excess active business limitation on losses for noncorporate taxpayers is suspended by deferring its effective date to tax years beginning after December 31, 2020.modification of credit for prior year minimum tax liability of corporations. The 2017 Tax Law repealed the corporate alternative minimum tax (“AMT”) and allowed corporations to claim outstanding AMT credits subject to certain limits for tax years before 2021, at which time any remaining AMT credit could be claimed as fully-refundable.  The CARES Act allows corporations to claim 100% of AMT credits in 2019 as fully-refundable and further provides an election to accelerate the refund to 2018.Modifications of limitation on business interest. The limitation on the business interest deduction under Code section 163(j) was amended to insert special rules for tax years 2019 and 2020. Under the CARES Act, the adjusted taxable income limitation is increased from 30% to 50%. For partnerships, the 30% of adjusted taxable income limit remains in place for 2019 but is 50% for 2020.Technical amendments regarding qualified improvement property. The CARES Act corrects the 2017 Tax Law regarding qualified improvement property. The 2017 Tax Law assigned a 39-year MACRS recovery period to qualified improvement property, instead of the 15-year MACRS recovery period that was intended. This error also had the unintended effect of making qualified improvement property ineligible for bonus depreciation, which only applies to property with a recovery period of 20 years or less. The CARES Act provides that qualified improvement property has a MACRS recovery period of 15 years, effective beginning in 2018. Qualified improvement property is any improvement to an interior portion of a building that is nonresidential real property if the improvement is placed in service after the date the building was first placed in service (but excluding an enlargement of the building, an elevator or escalator, or the internal structural framework of the building).Temporary exception from excise tax for alcohol used to produce hand sanitizer.This alert summarizes the significant tax relief provisions of the CARES Act that affect individuals and businesses. Stay tuned for our separate alert which will summarize and compare different SBA loan programs funded under the CARES Act to assist businesses affected by COVID-19 with payroll, rent, mortgage and other expenses.Please reach out to Chris, Augusto, or any of your regular BurgherGray contacts if you’d like to discuss how any of the tax relief options discussed above apply to you specifically. #### The Difference Between Contractors and Employees by Sandra Honegan-PounderAs the traditional workplace increasingly becomes a thing of the past, it is more important than ever that companies have a clear understanding of who among their workers is an employee and who is an independent contractor. In an era of outsourcing and remote working, the distinction can sometimes seem blurry, so a clear understanding of IRS rules, federal law, state statutes and court decisions is critical.There are many ways to determine if a worker is an employee or a contractor. The IRS uses common-law principles which focus primarily on the level of control exercised by an employer to determine if a worker is an employee or independent contractor. Even if employees are given a wide degree of flexibility in their jobs, the employers have the ultimate say in how the work is done. In contrast, when employers engage independent contractors, they generally only have the right to determine the desired result – not how the result is obtained.In interpreting the provisions of the Fair Labor Standards Act some courts and federal agencies have come up with the “economic realities test” which looks at the dependence of the worker on the business for which he or she works to distinguish employees from independent contractors.  No single factor determines whether a worker is an employee or an independent contractor; instead, many factors must be considered, including the worker’s length of service to the business, the degree to which the business relies on the worker, and how much control the worker has over how work is done. Independent contractors often act as if they are operating businesses in their own right by owning and supplying their own materials (such as computers) for jobs, setting their own schedules, submitting invoices to the company to whom they have provide services, and marketing their services to other companies.Employers who misclassify their workers are subject to penalties and back taxes for employees whom they had treated as independent contractors. It is therefore important that companies are aware of the state and federal laws and the applicable tests used to determine worker classification and carefully apply these laws and tests when classifying their workers. Please contact BurgherGray if you have any questions about employees vs. contractors. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### The Kalshi Litigation: The Future Of Sports Events Contracts by John Eden On April 16, 2026, the United States Court of Appeals for the Ninth Circuit heard oral arguments in KalshiEX LLC v. Assad, a consolidated appeal that will produce the first circuit-level ruling on whether federal derivatives law, administered by the Commodities Futures Trading Commission (“CFTC” or “Commission”), preempts state gambling regulation of sports event contracts. The outcome will affect not only Kalshi, the CFTC-regulated prediction market at the center of the litigation, but the entire architecture of sports gambling regulation in the United States. Read the Full Article #### The Kalshi Litigation: The Ninth Circuit Rules by John Eden On August 28, 2026, the United States Court of Appeals for the Ninth Circuit decided KalshiEX, LLC v. Assad, No. 25-7516, the first federal appellate decision squarely holding that a prediction market’s sports event contracts are subject to state gaming regulation. In a unanimous published opinion authored by Judge Ryan D. Nelson, the panel affirmed the dissolution of Kalshi’s preliminary injunction against the Nevada Gaming Control Board, holding that Kalshi had not shown the Commodity Exchange Act (“CEA”) preempts Nevada’s gaming laws as applied to its sports event contracts. The court remanded only the separate question of Kalshi’s election contracts. The consolidated appeals of Crypto.com and Robinhood Derivatives were resolved the same way. Read the Full Article #### The New Frontier of Consumer Protection Law | Utah Targets Use of Generative AI On March 13, 2024, Utah passed a groundbreaking law—the Utah Artificial Intelligence Policy Act (“UAIP”)—that imposes new disclosure obligations on businesses utilizing generative AI. This includes mandatory disclosures when interacting with customers, but that’s not the most demanding new rule. Under the UAIP, covered businesses cannot blame AI for any consumer protection breaches that result from the use of AI tools to enhance their own products and services. read the full newsletter #### The SEC’s “Responsible Retailization” Push: What Fund Managers Should Know by Gregory M. Weston The SEC has proposed a package of reforms aimed at widening retail access to private markets while preserving investor protections. Chairman Paul Atkins calls the approach “responsible retailization,” and it deserves close attention from fund sponsors, advisers, and allocators alike.Rethinking who qualifies as “accredited.” The current definition leans heavily on wealth and income. The SEC is now seeking comment on adding credentialed professionals, including CPAs, CFAs, CFPs, and certain FINRA-licensed individuals. It is also weighing a FINRA-administered exam that would let people qualify based on demonstrated knowledge rather than net worth alone. That is a meaningful shift toward measuring sophistication, not just status.Performance fees in registered funds. One proposal would broaden when advisers may charge performance-based compensation in mutual funds and ETFs, a structure long associated with hedge funds and private equity. The SEC’s view is that this could encourage advisers to offer more sophisticated strategies to retail investors instead of reserving them for high-net-worth clients.Modernizing interval funds.Proposed amendments would allow more flexible repurchase schedules and multiple share classes. They would also replace certain prescriptive liquidity requirements with a principles-based standard: funds must keep enough liquidity to meet repurchases without materially impairing portfolio value.Why it matters. If adopted, these changes could open a much larger investor base to sponsors and issuers. They also raise real questions about investor education, suitability, and oversight, and about how managers structure products, market them, and manage liquidity.For emerging and diverse managers in particular, a broader pool of eligible capital could create new fundraising pathways. Sponsors should begin assessing how these proposals might affect their fund structures and distribution strategies, and consider submitting comments during the public comment period.How do you see these reforms reshaping access to private markets? I’d welcome your thoughts. #### The Uncertain Viability of the FTC’s Noncompete Ban Recent developments in Supreme Court jurisprudence pose a stiff challenge to the FTC’s Noncompete Ban (the “Noncompete Ban”). Specifically, the United States Supreme Court’s decision in Loper Bright Enterprises v. Raimondo (“Loper”) and a federal injunction from a Texas court on July 3, 2024 both cast doubt on the legitimacy of the ban. read the complete article #### Tour of China a Great Learning Experience by Christopher Klug I had the privilege of traveling to the People’s Republic of China from December 7 to December 15, 2019, as part of BurgherGray’s efforts to reach out to friends, colleagues, and clients in China and strengthen its international law practice. During my trip, I had the opportunity to meet with Chinese legal and accounting practitioners and deliver a series of presentations on international taxation, cross-border transactions, wealth planning, and foreign investment in the United States.I was able to connect with some very accomplished legal and accounting firms in China, which will allow BurgherGray to better serve its clients with US-China cross-border transactions. Among some of the issues of concern raised by Chinese investors I spoke with was their wariness over tariffs. And while we are all concerned over the current situation, we’re hopeful the issue will be resolved in the future, and Chinese companies’ US investment will flourish.The business culture of China is a unique thing, requiring experience and understanding of those who wish to enter the country to conduct business. I was fascinated to learn more about this culture firsthand—as well as enjoy some amazing Cantonese, Hunan, and Sichuan cuisine.Obviously, trust and personal connection are important in any business relationship. But they are especially important components of American-Chinese transnational relationships. I always knew that Americans visiting China should take care to develop their partners’ trust by speaking in Mandarin and building connections with local firms, and my recent experiences have reinforced that belief.All in all, my tour of China on behalf of our firm was a phenomenal success. Of the many things I learned, the most important was the value of working hands-on with Chinese legal and accounting firms. By building on its existing relationships with companies in China and elsewhere, I believe that we at BurgherGray are uniquely suited to handle the US side of cross-national transactions. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. #### Trina Glass Moderating GSBA Panel on Artificial Intelligence BurgherGray Senior Counsel Trina L. Glass will moderate a discussion at the Garden State Bar Association’s Corporate Counsel Forum on March, 10, 2026 titled, “AI Under the Microscope: Emerging Securities Enforcement Risks for Public Companies.”More information can be found here: https://www.eventbrite.com/e/2026-6th-annual-corporate-counsel-forum-tickets-1981940982832?aff=oddtdtcreator #### Trina L. Glass joins firm as Senior Counsel NEW YORK — BurgherGray LLP is pleased to announce that Trina L. Glass has joined the firm as Senior Counsel in its Investment Management Practice Group. Trina brings nearly two decades of securities industry experience to the firm, with extensive expertise in regulatory compliance matters related to investment advisers, broker-dealers, and investment funds. She is the latest in a string of stellar additions to the firm’s Investment Management Practice Group, which the firm has aggressively built up over the last two years with attorneys from both big law firms and in-house, such as Gregory Weston, Wayne Chan, Christopher Kelly and John Eden. read the full press release #### Trina L. Glass Moderates a Panel at NJSBA AI Use and Governance Symposium BurgherGray Senior Counsel Trina L. Glass will moderate a panel at the New Jersey State Bar Association’s AI Use and Governance Symposium on November 20, 2025. Titled, “Litigating and Counseling in the Age of AI: Governance, Ethics, Case Law, and Security,” the panel will discuss how law firms and in-house counsel can responsibly integrate AI into their practices.In addition to Tina, the panel will feature Ivie A. Serioux (Partner | Littler Mendelson P.C.), James Sherer (Partner | Baker Hostetler), Jamie Hoxie Solano (Partner | Dynamis LLP), and Kaitlyn E. Stone (Partner | Barnes & Thornburg LLP).The virtual event will be held on November 20, 2025. More information can be found on the NJSBA’s website here: https://njsba.com/2025-njsba-ai-use-and-governance-symposium/   #### Trina L. Glass Presenting at Corporate Counsel Women of Color Law Firm Associates Conference BurgherGray Senior Counsel Trina L. Glass will be a panelist at the Corporate Counsel Women of Color Law Firm Associates 2025 Career Strategies Conference. The panel, “The Ethics of AI: Implications for Your Practice,” will be hosted on April 3, 2025 at 8:30 a.m. #### Watch BurgherGray’s CARES Act Webinar On April 9, 2020 BurgherGray’s Gopal Burgher, Chris Klug, and Gaurav Parikh hosted a webinar featuring in-depth, up-to-the-minute webinar discussion of the most pressing business and legal considerations for the financial relief assistance in response to COVID-19 (Coronavirus). Watch the webinar in its entirety below. Download webinar PowerPoint slides #### Webinar: Struggling to Understand Your Options for COVID-19 Financial Relief Under the CARES Act? Please join BurgherGray’s Gopal Burgher, Chris Klug, and Gaurav Parikh for an up-to-the-minute webinar discussion of the most pressing business and legal considerations for the financial relief assistance in response to COVID-19 (Coronavirus). This comprehensive program will address:The CARES Act and the key differences between the principal SBA COVID-19 business loan relief programs (EIDL and PPP)Frequently asked questions about the COVID-19 financial relief assistanceHow to apply for SBA administered COVID-19 related financial assistanceCommon misunderstandings about the SBA loan programs Eligibility of immigrant owned businessesAvailable tax reliefThursday, April 9, 20202:00 p.m. – 3:00 p.m. ET Join us for the live event, or register today to receive notification when the recordings become available. #### Why the Global Elite Are Using U.S. Trusts by Christopher Klug Wealthy international families are choosing U.S. situs trusts over the typical offshore trust jurisdictions. In choosing a trust jurisdiction, the super-rich seek the best security, most privacy, best income, lowest taxes, and lowest costs. While the super-rich often utilize these trust structures, they are in no way limited to the super-rich and are often used by wealthy and high net worth individuals (i.e., more than a million in assets). For many, it is also important to diversify their asset holdings outside their country of residence. Powerful trust laws, tax savings, asset protection and privacy, as well as solutions to political and regulatory concerns, all combine to make the U.S. the trust situs of choice.In past decades, only international families with relatives in the U.S. would choose the U.S. as the situs jurisdiction for their trust. Recently, international families without U.S. relatives have opted for U.S. trusts for the modern trust laws, greater demand in U.S. investments, a desire for political stability, and the protection of property, as well as the desire to establish a trust in a non-black listed country that provides privacy. The modern trust laws in jurisdictions such as Alaska, Delaware, Nevada, and South Dakota are attractive to these international families as they provide flexibility and control, tax savings, asset protection, privacy among other key advantages.On January 16, 2019, the South China Morning Post ran an article titled Four Chinese Tycoons just transferred US$17 Billion of their wealth to trusts as government toughens up tax regime. The article described how billionaires Sun Hongbin, chairman of real-estate developer Sunac China Holdings, Wu Yajun, chairwomen of Longfor Group, and the wealth magnates behind food distributors Dali Foods Group and Zhou Hei Ya International Holdings transferred US$17 billion to South Dakota trusts through British Virgin Islands companies.South Dakota is known for Mount Rushmore, but now it is quickly becoming the trust jurisdiction of choice for international families. South Dakota trusts provide the following benefits: (1) the creator can be a beneficiary of the trust; (2) the assets transferred to the trust are immune from creditors once two years have past; (3) no reporting under the Common Reporting Standards (“CRS”); and (4) court documents relating to the trust are kept private forever. A creditor also must prevail on a fraudulent transfer claim by clear and convincing evidence which is a very high standard in the U.S. legal system.How did the U.S. become the privacy jurisdiction of choice?  In response to perceived abuses in U.S. taxpayers using foreign accounts and companies to hide income and assets, the U.S. passed the Foreign Account Tax Compliance Act (“FATCA”) in 2010. FATCA forces foreign financial institutions to inform the U.S. government of their U.S. account holders. As a result of FATCA, a number of other countries created the CRS. Under the CRS, countries agree to exchange information on the assets of each other’s residents kept in the other’s bank. The typical offshore trust jurisdictions agreed to report under the CRS.There was one country noticeably not participating and reporting under the CRS, the U.S. The U.S. instead decided to rely on the bilateral agreements with each nation under FATCA. While the U.S. receives extensive information through FATCA from other nations, the U.S. is either not required to report back to the other nation, or if information sharing is required with the other nation, there are typically many loopholes such as the U.S. does not have to look through a company created outside its borders and report the ultimate beneficial owners.Many international families are concerned that information about their wealth could put them at risk, so privacy is a top priority. Due to certain risks in other nations and for other reasons, if the international family can have access to the stable U.S. economy and maintain privacy, the U.S. makes a lot sense as the situs jurisdiction for their trust. ATTORNEY ADVERTISING. The information contained herein may constitute attorney advertising in certain jurisdictions and, in any event, should not be construed as legal advice with respect to any specific fact or circumstance. The information was prepared and is provided by BurgherGray LLP for general information purposes only and should not be used or relied on as a substitute for competent legal advice from an appropriately licensed attorney at law.  Neither the provision by BurgherGray or the use by you of the information presented herein creates any attorney-client relationship between you and BurgherGray LLP.  Any prior result included in the information does not guarantee or imply a similar result or outcome in other matters. ### Pages #### About About Us BurgherGray Formed in 2006, BurgherGray is a dynamic boutique law firm comprised of highly experienced and diverse attorneys most of whom have honed their skills practicing at large corporate law firms and in-house legal departments of large corporations and governmental agencies. From our offices throughout the United States, we counsel clients ranging from sophisticated start-ups to Fortune 100 companies on a range of complex business litigation matters and sophisticated business, financial, corporate and commercial transactions. Innovation We prioritize understanding your business to deliver creative, tailored solutions designed around your goals. Value Alignment We focus on best value, not lowest cost, with fee structures that align our interests with yours. Trusted Partnership Our senior lawyers are accessible and fully engaged on every matter. We prioritize trust and lasting relationships over short-term gain. #### Allan J. Berlowitz Allan J. Berlowitz OF COUNSEL Practice Areas Business Litigation (646) 513-3231 aberlowitz@burghergray.com ALLAN J. BERLOWITZOF COUNSEL | NEW YORKAllan J. Berlowitz handles a wide range of business litigation, arbitration and regulatory dispute matters for the firm. Mr. Berlowitz is a seasoned litigator whose practice experience spans many decades and numerous trials (including motion practice), appellate litigation matters, as well as arbitration and mediation under the rules of the American Arbitration Association and other alternative dispute tribunals. He has regularly represented domestic and international clients, large and small, in various industries in commercial dispute and regulatory matters involving a variety of legal issues. Mr. Berlowitz’s clients include investment and commercial banks, thrifts, foreign governments, manufacturers, domestic and international retailers, real estate developers, entrepreneurs, investors, professional service firms, Fortune 500 companies, private investment funds, and local labor unions. EducationJ.D., Columbia University School of LawB.A., Princeton University Bar Admissions State of New York U.S. District Court, Southern District of New York U.S. District Court, Eastern District of New York U.S. Court of Appeals, Second Circuit #### Appellate Litigation Practice Area Appellate Litigation OUR EXPERIENCEBurgherGray attorneys handle appeals in federal and state appellate courts throughout the country, as well as in agency proceedings. Our attorneys take a creative approach to appellate advocacy and offer a range of appellate services, including briefing and arguing appeals on the merits, petitioning for or opposing motions seeking discretionary review, mandamus, or other extraordinary relief, preparing amicus briefs, and advising clients on appellate issues that may arise during litigation and trial.OUR ATTORNEYSOur appellate team includes attorneys with significant experience in federal and state appellate courts. Team members have argued appeals and submitted briefs in courts across the country.TYPES OF CLIENTSParties to appeals from trial court judgments, amicus curiae seeking to present perspectives on legal issues, trial counsel seeking appellate consultation, and parties seeking extraordinary relief such as mandamus.OUR CLIENTSOur appellate clients include parties to commercial, employment, securities, and other disputes seeking to appeal adverse rulings or defend favorable judgments. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Ariel E. Finkelstein Ariel E. Finkelstein Associate Practice Areas Complex Commercial & Business Litigation Internal Investigations White Collar Defense Appellate Litigation (914) 234-3274 afinkelstein@burghergray.com Ariel E. Finkelstein ASSOCIATE | NEW YORK Ariel E. Finkelstein is a litigation Associate in the New York Office of BurgherGray. She represents corporate clients in commercial litigation in state and federal court. Her practice spans financial services litigation, construction disputes, employment, federal government investigations and prosecutions, internal investigations, and corporate compliance counseling. Ariel argues pre-trial motions, including motions for summary judgment and motions to dismiss, and handles complex discovery in commercial litigation involving thousands of documents. She has also obtained favorable outcomes at the appellate level, including a recent appeal granted by the New York Appellate Division, Second Department, on behalf of Nationstar. See Nationstar v. Scrubbs, Index No. 2024-08211 (decided March 11, 2026). She advises clients on compliance with federal and state regulations, including the Fair Credit Reporting Act, and consumer protection laws. She regularly drafts and negotiates settlement agreements in real estate and financial services matters. Earlier in her career, Ariel represented national and multinational companies in civil litigation and toxic tort matters. She served on litigation teams for complex products liability cases and supported national coordinating counsel for major cosmetic companies in talcum powder litigation. In those matters she contributed to case preparation and strategy and defended more than 50 depositions. Ariel began her legal career as a judicial law clerk to the Honorable Garry J. Furnari and the Honorable Craig R. Harris of the Superior Court of New Jersey, where she managed motions and trial preparation across two dockets, drafted orders and legal memoranda, and analyzed briefs, pleadings, and evidentiary records to support judicial decision-making. Ariel holds a J.D. from the Benjamin N. Cardozo School of Law, where she served as Articles Editor of the Journal of Conflict Resolution and earned the Montefiore-Einstein Certificate in Bioethics and Medical Humanities. She received her B.A. in Political Science and History from the University of California, Berkeley. She is admitted to practice in New York and Connecticut and before the U.S. District Court for the Eastern and Southern Districts of New York.  Education J.D., Benjamin N. Cardozo School of LawB.A., University of California, Berkeley Bar Admissions State of New York State of Connecticut U.S. District Court, Eastern District of New York U.S. District Court, Southern District of New York #### Attorneys Attorneys Gopal Burgher Managing Partner View Profile Robert M. Drillings Partner View Profile Sandra Honegan-Pounder Partner View Profile Brian Idehen Partner View Profile Chuck Katz Partner View Profile Jessica Kopas Partner View Profile Noriko Motegi Partner View Profile Patrick Valentino Partner View Profile Gregory M. Weston Partner View Profile Allan J. Berlowitz Of Counsel View Profile James Bulger Of Counsel View Profile Laline Concepcion-Veloso Senior Attorney View Profile Rodney T. Doyle Of Counsel View Profile John M. Eden Counsel View Profile Augusto Egoavil Senior Attorney View Profile Cherie Samuels Of Counsel View Profile Katrina Goli Of Counsel View Profile Leander C. Gray Of Counsel View Profile Bruce Handler Senior Counsel View Profile Christopher Kelly Of Counsel View Profile Mark M. Lee Senior Counsel View Profile William C. Martin Of Counsel View Profile Thomas L. Peterson Of Counsel View Profile Eulalia Salas Senior Attorney View Profile Deyan (Grace) Zeng Senior Associate View Profile Ariel E. Finkelstein Associate View Profile Mavis Abada Senior Associate View Profile Damola Adewale Associate View Profile Ishmail A. Harris Associate View Profile #### Augusto Egoavil Augusto Egoavil Senior Attorney Practice Areas Mergers & Acquistions General Corporate & Commercial Transactions Tax Estate & Trusts (786) 472-6281 aegoavil@burghergray.com AUGUSTO EGOAVILSENIOR ATTORNEY | MIAMIAugusto Egoavil is a corporate finance attorney specialized in cross-border transactions. As part of his practice he advises clients in doing out-bound and in-bound business from and into the United States. As part of his practice he advises clients about how to structure business operations, corporate structuring, tax structuring, corporate governance rules between the home office and the affiliates, and transfer of assets and know-how and IP. He also advises clients in M&A, project financing and venture capital funding. He combines with business and commercial law practice with tax law advice in such matters as assisting clients under tax relief programs, tax compliance, filing of federal and state income and estate and gift tax returns, pre-immigration tax planning, out-bound tax planning through the use of the United States income tax treaty network. He also assists high net worth individuals in the U.S. in structuring asset protection schemes that are tax efficient for purposes of federal and state income and transfer taxes, including structuring of domestic and offshore companies and trusts, wills and other estate planning documents. Prior to joining BurgherGray, Mr. Egoavil was a partner at CKR Law (New York), before which he was a partner at Egoavil & Horvat PLLC. EducationLL.M., Cornell Law SchoolM.R.P., Cornell UniversityLL.B., Universidad Catolica Andres Bello Bar Admissions State of New York* *Practice in Florida, limited to Tax Matters Venezuela #### Brian Idehen Brian Idehen Partner Practice Areas General Corporate & Commercial Transactions Capital Markets and Finance Asset Management Financial Restructuring and Bankruptcy (212) 913-9767 bidehen@burghergray.com BRIAN IDEHENPARTNER | NEW YORKBrian Idehen is a Partner in the New York Office of BurgherGray. He is a well-rounded corporate transactional attorney with a varied practice that includes capital markets/finance, strategic transactions (including growth equity and early-stage investing), investment management (private funds), securities compliance, mergers & acquisitions, and general corporate and commercial transactions. Brian leverages his broad-based experience to analyze issues from a multi-faceted perspective, providing tailored and practical advice to his many clients, who value his unique style and ability to put them at ease by making each of them feel like they are his only client. Brian’s client base spans the spectrum in size, ranging from small emerging companies and entrepreneurs to middle market companies and Fortune-ranked global enterprises; in industries, including financial services, healthcare, technology, telecommunications, energy, and pharmaceuticals; and in various transaction roles such as issuer, arranger, and underwriter/initial purchaser to lender, borrower, asset manager, and investor, to seller, purchaser, licensor, licensee and consultant. Whether he is advising on a complex financing or an M&A or commercial transactions matter, his experience covers the full life cycle of the transaction, be it ideating and structuring to negotiating and drafting to post transaction integration and administration.Prior to joining BurgherGray, Brian was an associate with an Am Law 100 Firm where he primarily assisted U.S. based companies with their private securities offerings to foreign-based investors and helped foreign entrepreneurs and investors launch U.S. based start-up companies.Brian earned his JD from the Maurice A. Deane School of Law at Hofstra University, where he served as an editor for the Labor & Employment Law Journal, Volumes 32 & 33. He is admitted to practice law in New Jersey and New York. With a profound sense of service to community and to paying it forward, Brian is actively involved with, or is otherwise a supporter of, a number of civic, professional and charitable endeavors, including, without limitation, the National Association of Minority and Women Owned Law Firms (NAMWOLF), where he serves as Co-Chair of its Emerging Leaders Committee and as a member of its Banking & Finance Sub-Practice Area Committee of the Transactional Practice Area Committee, and the American Bar Association (ABA) as an active member of the Business Law Section. He also actively volunteers with numerous charitable not-for-profit organizations geared toward economically disadvantaged youths. EducationJ.D., Hofstra University​B.A., John Jay College (CUNY)​ Bar Admissions State of New York State of New Jersey #### Bruce Handler Bruce Handler SENIOR COUNSEL Practice Areas Litigation (332) 232-6489 bhandler@burghergray.com BRUCE HANDLERSENIOR COUNSEL | NEW YORKBruce Handler is a Senior Counsel at BurgherGray LLP, focusing on complex commercial litigation and corporate investigations. His practice encompasses securities, real estate, pharmaceuticals, employment, intellectual property, and general commercial litigation. With over 35 years of experience, he has established himself as a skilled litigator and negotiator.Bruce has successfully represented clients in complex federal securities and RICO actions, governmental investigations, commercial lease disputes, and copyright matters. He has successfully represented a broad range of clients in disputes involving commercial leases, advertising, sales of businesses and non-competition agreements. He also has successfully defended attorneys and other professionals against RICO, malpractice and other civil claims arising from losses suffered by limited partnerships and other investment vehicles. He has successfully argued before the New York Appellate Division for the expansion of the remedies available to public customers in securities arbitrations. He has also successfully defended several employers against employee claims under federal and state discrimination laws, whistleblower laws and the Family and Medical Leave Act.Before joining BurgherGray, he was a partner at Schaeffer Venaglia Handler & Fitzsimmons, LLP (SVHF) and Dornbush Schaeffer Strongin & Venaglia, LLP, served as Principal Attorney at Jones Hirsch Connors & Bull PC, and began his career as an associate at Paul, Weiss, Rifkind, Wharton & Garrison LLP.Bruce earned his J.D. from New York University School of Law, where he was Developments Editor of the Annual Survey of American Law and won the Seymour A. Levy Memorial Award. He completed his undergraduate studies at Rutgers College, graduating with Highest Honors and as a member of Phi Beta Kappa. He is admitted to practice in New York State courts, the U.S. District Courts for the Southern and Eastern Districts of New York, and the Second Circuit Court of Appeals. Bruce is a member of the New York City Bar Association. EducationJ.D., New York University School of LawB.A., Rutgers College Bar Admissions State of New York #### BurgherGray: BigLaw Sophistication, Small Firm Touch. BurgherGray: BigLaw Sophistication, Small Firm Touch. Home About About Diversity Pro Bono Now Hiring Team Who We Serve Practice Areas All Practice Areas Data Security, Privacy + Governance M&A, Divestitures & Joint Ventures Capital Markets & Finance Public Finance Labor Employment Hospitality Investment Management General Corporate & Commercial Transactions Financial Restructuring & Bankruptcy Intellectual Property & Technology Real Estate & Community Development Private Client & Wealth Management Tax Practice International Practice White Collar Defense & Internal Investigations Complex Commercial & Business Litigation Appellate Litigation Class Action Litigation Environment Litigation Insurance Litigation Securities Litigation Offices Newsletters Now Hiring     MENU Featured News The SEC’s “Responsible Retailization” Push: What Fund Managers Should Know Featured News Jessica Kopas at NAMWOLF: Biometrics in Litigation Featured News The Kalshi Litigation: The Ninth Circuit Rules Home About About Diversity Pro Bono Now Hiring Team Who We Serve Practice Areas All Practice Areas Data Security, Privacy + Governance M&A, Divestitures & Joint Ventures Capital Markets & Finance Public Finance Labor Employment Hospitality Investment Management General Corporate & Commercial Transactions Financial Restructuring & Bankruptcy Intellectual Property & Technology Real Estate & Community Development Private Client & Wealth Management Tax Practice International Practice White Collar Defense & Internal Investigations Complex Commercial & Business Litigation Appellate Litigation Class Action Litigation Environment Litigation Insurance Litigation Securities Litigation Offices Newsletters Now Hiring Featured News The SEC’s “Responsible Retailization” Push: What Fund Managers Should Know Featured News Jessica Kopas at NAMWOLF: Biometrics in Litigation Featured News The Kalshi Litigation: The Ninth Circuit Rules #### Capital Markets & Finance Practice Area Capital Markets & Finance OUR EXPERIENCEWith attorneys who have worked for many years representing various parties on some of the most complex capital markets and financing transactions, BurgherGray takes pride in the depth and breadth of experience of its finance attorneys. Our attorneys possess a broad range of experience counseling issuers, investors, placement agents, underwriters, borrowers, lenders, credit enhancers, rating agencies, and other transaction parties with respect to public and private securities offerings and lending transactions involving various forms of equity and debt instruments.BurgherGray finance attorneys collectively have over 100 years of capital markets and finance experience, having honed their legal skills at large corporate law firms, in-house legal departments, and governmental agencies. Our attorneys have collectively represented clients with respect to various public and private debt and equity capital market transactions with an aggregate face value of well over $100 billion. Such transactions include public and private offerings of asset-backed securities, mezzanine financings, warehouse financings, asset-based lending transactions, real estate financings, credit restructuring transactions, and municipal finance transactions.OUR ATTORNEYSOur capital markets team includes attorneys who have served as lead counsel on hundreds of financing transactions at major law firms and in senior legal positions at global financial institutions, insurance companies, and rating agencies. Team members have expertise across structured finance, derivatives, public finance, bank lending, and regulatory compliance.TYPES OF CLIENTSIssuers and borrowers, institutional investors and lenders, underwriters and placement agents, commercial and investment banks, life insurance companies, financial guaranty insurers, asset managers and fund sponsors, rating agencies, trustees and servicers, and credit support providers.OUR CLIENTSOur capital markets clients include global banking institutions, regional and community banks, insurance companies, finance companies, asset management firms, securitization sponsors and issuers, alternative investment funds, corporate issuers, and state and municipal entities. Practice Area Lead Brian Idehen Partner (646) 513-3231 bidehen@burghergray.com View Profile #### Cherie Samuels Cherie Samuels OF COUNSEL Practice Areas Corporate Capital Markets and Finance Banking (646) 513-3231 csamuels@burghergray.com Cherie SamuelsOF COUNSEL | NEW YORKCherie Samuels is Of Counsel in BurgherGray’s New York Office. Ms. Samuels is a highly accomplished international corporate lawyer who is qualified in both the US and the UK. She brings over 13 years of experience, with a focus on Finance, Capital Markets, Derivatives and Securities transactional and compliance matters. Cherie’s transactional experience includes corporate structuring, mergers and acquisitions, public and private debt and equity securities offerings, bi-lateral and syndicated lending, commercial contracts, equity and credit derivatives, and structured finance and securitizations transactions. In her practice, Cherie leverages for the benefit of her clients her unique legal multi-jurisdictional experience and qualifications, including her knowledge of US, UK and EU financial regulatory frameworks, her corporate in-house and law firm experiences, and her business acumen and in-depth understanding of domestic and cross-border issues to provide actionable and relevant advice and counsel to help her clients achieve their business objectives with respect to various corporate, transactional, regulatory and compliance matters. Her sound judgment and advice make her a valued and trusted adviser to her clients on a range of issues and subject matters , including, without limitation, enterprise risk management, corporate governance, and high-value corporate, finance and commercial transactions.Prior to joining BurgherGray, Cherie practiced at one of the largest corporate law firms in the world, CMS Cameron McKenna Nabarro Olswang LLP, where she led the legal team responsible for structured finance and derivatives transactions for Global Markets businesses covering various asset classes, including structured credit, structured rates, FX and equities. She regularly advised clients on complex lending and structured finance transactions, product governance frameworks, implementation of and compliance with regulations such as MiFID II, PRIIPs, CSRD and US securities regulations, as well as with respect to various cross-border transactions or projects involving the US, EMEA and/or Asia.In addition, Cherie prior experience involved serving in various in-house roles for a number of global financial institutions, including Goldman Sachs, J.P. Morgan, Deutsche Bank and Nomura, where she drafted and negotiated the full suite of legal documentation in respect of leveraged and investment grade syndicated and bilateral loans and other credit products, including mandate/commitment letters, term sheets, facility agreements, intercreditor agreements, security documents, fee letters, due diligence reports, CP documents and legal opinions. Her clients include both bank and non-bank lenders, borrowers, broker-dealers, and private investment funds, among others. EducationLL.M., Fordham University School of LawLL.B. (Hons), King’s College London Bar Admissions State of New York England & Wales – Admitted as Solicitor #### Christopher Kelly Christopher Kelly OF COUNSEL Practice Areas Mergers & Acqusitions General Corporate & Commercial Transactions Capital Markets and Finance Investment Management Financial Restructuring & Banking (646) 513-3231 ckelly@burghergray.com CHRISTOPHER KELLYOF COUNSEL | NEW YORKChristopher Kelly is Of Counsel at BurgherGray. Mr. Kelly has practiced corporate, transactional, fund, venture capital and banking law for over 30 years at the most sophisticated levels. He has worked on a wide variety of complex transactions aggregating in value over $11 billion. He has handled multi billion dollar mergers & acquisitions, asset deals, stock purchase and sale transactions, and public and private stock and debt offerings.Mr. Kelly has extensive experience with compliance and regulatory matters for hedge funds, private equity funds, banks, and other financial institutions. His experience includes compliance programs, compliance training, compliance testing, compliance manuals, AML/KYC, surveillance, valuations, business continuity plans, advertising and sales, trading and other compliance matters. His fund work also includes both onshore and offshore fund formation, trading, client relations, administration and operations. Mr. Kelly has drafted a wide array of fund documents, including Limited Partnership Agreements, Operating Agreements, Valuation Policies, Investment Management Agreements, Managed Account Agreements, Administration Agreements, Compliance Manuals and Codes of ethics.Mr. Kelly has worked with a wide variety of startups, assisting with organization, operations, capital raising, benefits and employment matters. His startup work has included representing clients in the crypto and blockchain space, organizing crypto and defi startups domestically and abroad, managing initial coin offerings, managing utility token offerings, navigating financial regulations domestically and abroad (including the Cayman Islands, Malta, Hong Kong, Japan and Korea), establishing compliance programs under US and offshore laws, asserting contract rights against foreign token issuers, reviewing exchange listing options and defending FINRA and DOJ investigations.Mr. Kelly began his practice in New York with Skadden, Arps, Slate, Meagher & Flom, then served as a Partner at Silver, Freedman & Taff, a leading corporate boutique representing banks and other financial institutions. Mr. Kelly then joined the New York office of Proskauer Rose LLP. Mr. Kelly left Proskauer to pursue various entrepreneurial opportunities, and to serve as Of Counsel to BurgherGray LLP. Mr. Kelly received his B.A. with High Honors from the University of Virginia in 1979 and J.D. from the University of Virginia School of Law in 1983. At the University of Virginia School of Law, Mr. Kelly served as an Assistant to Professor Ernest Folk, a primary drafter of, and commentator on, Delaware corporate law.Mr. Kelly is a member of the New York and District of Columbia Bars. EducationJ.D., University of Virginia School of LawB.A., University of Virginia Bar Admissions State of New York District of Columbia #### Chuck Katz Chuck Katz Partner Practice Areas Capital Markets and Finance Public Finance (224) 422-2412 ckatz@burghergray.com CHUCK KATZPARTNER | CHICAGOChuck Katz has more than 33 years of experience in the area of municipal finance. A “Leading Lawyer” for 2019 and 2020 and a BTI Client Service All Star for 2017, Chuck regularly serves as bond, tax, disclosure, underwriter, issuer and borrower counsel in connection with a diverse spectrum of bond issues. He has participated in financings in most states in the country, including Illinois, New York, Wisconsin, New Jersey, Arizona, North Carolina, Pennsylvania, Indiana, Maine and California. He has assisted states, state agencies, public colleges and universities, bond banks, counties, cities, towns and townships, villages, school corporations, special taxing districts, private enterprises, nonprofit organizations (including private colleges and universities), hospitals and retirement communities in numerous financings involving general obligation bonds, revenue bonds, public power, airport facilities, docks and wharves, sewer facilities, solid waste facilities, small issue manufacturing facilities, residential rental housing, hospitals and other non-profit facilities, single family housing, tax, revenue and bond anticipation notes and student loans. Chuck regularly provides tax analysis, structuring and documentation on bond issues throughout the country and regularly represents clients in matters before the Internal Revenue Service, including ruling requests, audits and voluntary closing agreements. He also assists clients with private use analysis, assessment of management contracts, arbitrage rebate obligations and the drafting of post-issuance compliance procedures. He has drafted proposed legislation in several states and has written articles on public finance topics that have been published in The Bond Buyer and Real Estate Finance Journal. EducationFordham University School of LawB.A., Union College Bar Admissions State of Illinois State of New York State of Wisconsin #### Class Action Litigation Practice Area Class Action Litigation OUR EXPERIENCEBurgherGray attorneys represent defendants in class action litigation across substantive areas including employment, consumer protection, securities, and commercial disputes. We understand the unique risks and dynamics of class action defense and work to minimize exposure through early case assessment and strategic motion practice.Our attorneys have experience at all stages of class action litigation, from initial pleadings through class certification, merits discovery, and trial. We focus on defeating class certification where possible and, where appropriate, structuring favorable settlements.OUR ATTORNEYSOur class action defense team includes attorneys with experience defending complex class actions at major law firms. Team members have successfully opposed class certification and resolved class actions through settlement and litigation.TYPES OF CLIENTSCorporations facing consumer class actions, employers defending employment class actions, financial institutions facing securities or consumer class actions, retailers and e-commerce companies, and any business facing putative class action exposure.OUR CLIENTSOur class action defense clients include financial institutions, retailers, employers, technology companies, and other businesses facing class action claims. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Complex Commercial & Business Litigation Practice Area Complex Commercial & Business Litigation OUR EXPERIENCEBurgherGray’s Litigation Department consists of highly experienced practitioners who represent plaintiffs, defendants, and third parties in various commercial and business disputes. Our attorneys handle matters involving breach of contract, tortious interference, fraud, breach of fiduciary duty, partnership disputes, defamation, consumer litigation, data breach, class actions, and other commercial disputes.BurgherGray attorneys have litigated numerous cases in state and federal courts nationwide, as well as represented clients before domestic and international arbitration forums. Our litigation team includes attorneys with extensive experience at both plaintiff and defense firms, providing a comprehensive view of any legal matter. Having litigated at both plaintiff and defense firms, our attorneys are particularly adept at identifying and vigorously defending against meritless claims at the outset.OUR ATTORNEYSOur commercial litigation team includes trial attorneys with experience at major law firms and in-house litigation departments. Team members have handled jury trials, bench trials, and arbitrations across a wide range of commercial disputes.TYPES OF CLIENTSCorporations and their officers and directors, private equity portfolio companies, financial institutions, entrepreneurs and business owners, investors in business disputes, nonprofit organizations, and trade associations and labor unions.OUR CLIENTSOur litigation clients include global banking institutions, insurance companies, technology companies, manufacturers, professional services firms, and entrepreneurs across industries. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Damola Adewale Damola Adewale ASSOCIATE Practice Areas Corporate Debt Finance Commercial Lending (347) 305-1538 dadewale@burghergray.com Damola Adewale ASSOCIATE | NEW YORKDamola Adewale is a corporate Associate in the New York Office of BurgherGray. His practice focuses on general corporate, debt finance, and commercial lending matters. He represents large financial institutions and other sophisticated lenders in a wide range of financing transactions, including secured credit facilities and other complex commercial finance arrangements.Damola regularly advises clients on the structuring, documentation, and execution of financing transactions and corporate matters. His experience includes representing commercial banks, private lenders, community development financial institutions, and other financial institutions in secured and unsecured lending transactions, acquisition financings, construction loans, and asset-based credit facilities. Prior to joining BurgherGray, Damola practiced at Lowenstein Sandler LLP, where he focused on general corporate matters, venture capital transactions, and fund formation. In that role, he advised emerging companies, investors, and sponsors on corporate governance, capital-raising transactions, and investment structures.Damola earned his Juris Doctor, with Honors, from the University of Iowa College of Law in 2022. He is admitted to practice in New York, New Jersey, and Iowa Education J.D. (with Honors), University of Iowa College of LawLL.M., University of LagosLL.B., University of Lagos Bar Admissions State of New York State of New Jersey State of Iowa #### DATA SECURITY, PRIVACY + GOVERNANCE Practice Area Data Security, Privacy & Governance OUR EXPERIENCEThe BurgherGray Data Security, Privacy & Governance team understands information protection from the inside out. Data privacy compliance and risk mitigation start from within an organization, informed by its IT infrastructure and regulatory mandates. Our attorneys have spent decades developing financial services and insurance companies’ complex, global cyber risk, incident preparedness, and privacy management programs.Our experience includes data compliance and reporting, C-suite support, training programs, investigations, forensics, and litigation related to data breaches and regulatory enforcement. We advise on global information governance and privacy compliance, vendor and partner standards, breach notification, data rights and protection, and data processing agreements. Our team has led initiatives for multinationals surrounding legal compliance with NIST and EU data privacy mandates, including GDPR.OUR ATTORNEYSOur data privacy team includes attorneys who have served as chief privacy officers and data protection counsel at major financial institutions. Team members have expertise in US and international data protection regimes, incident response, and regulatory compliance.TYPES OF CLIENTSFinancial services companies, insurance companies, healthcare organizations, technology companies, retailers and e-commerce businesses, companies processing EU personal data, companies regulated by NYS DFS, and organizations managing sensitive consumer or employee data.OUR CLIENTSOur data privacy clients include global banks, insurance companies, healthcare providers, technology companies, retailers, and companies across industries seeking to establish and maintain effective data protection programs. Practice Area Lead John M. Eden Counsel (415) 567-8025 jeden@burghergray.com View Profile #### Deyan (Grace) Zeng Deyan (Grace) Zeng Senior Associate Practice Areas Commercial Real Estate Finance Commercial Transactions Corporate Governance & Compliance (646) 791-9427 dzeng@burghergray.com Deyan (Grace) Zeng SENIOR ASSOCIATE | NEW YORKDeyan (Grace) Zeng is a real estate and corporate Senior Associate in the New York Office of BurgherGray. She brings more than 15 years of global legal experience, including substantial U.S. practice and earlier work supporting Fortune 500 platforms. Her practice centers on complex commercial real estate transactions, including acquisitions and dispositions, leasing, and financing, as well as general corporate and commercial matters.Grace represents developers, landlords, tenants, and institutional investors in multi-jurisdictional transactions across the United States, across a wide range of asset classes, including retail, office, mixed-use, and development projects. She regularly advises on the structuring, negotiation, and execution of purchase and sale agreements, commercial leases, and financing documents, and has substantial experience coordinating transaction workflows, managing closing processes, and resolving title, survey, and diligence issues.On the finance side, Grace represents borrowers, landlords, and tenants in complex loan transactions and related documentation. Her working knowledge of lender requirements and capital structures allows her to support transactions involving layered financing and institutional stakeholders.Grace also advises on entity formation, corporate governance, and multi-state compliance, helping clients structure and manage real estate investments and operating platforms. She works closely with cross-functional teams, including development, construction, property management, and financing professionals, to identify risks and deliver practical, business-oriented solutions.Before joining BurgherGray, Grace held both in-house and law firm positions, providing comprehensive legal support across real estate, financing, and general commercial operations, and playing a key role in managing complex transactions and cross-functional initiatives. Earlier in her career, she served as legal counsel for multinational organizations, supporting large-scale real estate and infrastructure development, acquisitions and dispositions, leasing, and financing projects, while advising on regulatory compliance, dispute resolution, and contract management.Grace earned her LL.M. from the University of Notre Dame Law School and holds advanced law degrees from the China University of Political Science and Law. She is admitted to practice in the State of New York. Education LL.M., Univ. of Notre Dame Law SchoolLL.B., Master of International LawChina Univ. of Pol. Sci. & Law Bar Admissions State of New York #### Diversity Diversity BurgherGray is Highly Devoted to Diversity. Realizing that the benefits of diversity are real and that companies that do not take advantage of such benefits are increasingly at a competitive disadvantage, Corporate America’s call for diversity in its supply chain, including suppliers of legal services, has never been louder or more real than it is today.Most major corporate citizens and governmental agencies and authorities have enacted or implemented formal supplier diversity programs that aim to increase the number of women- and minority-owned suppliers that they do business with as well as the amount of their total procurement funds spent with such suppliers. Answering the call from their clients for diversity in the legal profession, law firms have increased their respective commitments to hire, retain, substantively engage and promote women and minority attorneys. As a minority business enterprise, BurgherGray is uniquely positioned to respond to this specific client demand for the very real benefits of being represented by a firm of diverse, well experienced attorneys committed to delivering top-tier service. #### Environment Litigation Practice Area Environment Litigation OUR EXPERIENCEBurgherGray attorneys represent clients in environmental litigation matters, including toxic tort defense, Superfund cost recovery and contribution actions, citizen suits, and regulatory enforcement proceedings.We advise on environmental due diligence in transactions, compliance with environmental permits and regulations, and response to regulatory inquiries and inspections. Our attorneys have experience with matters involving CERCLA, RCRA, the Clean Water Act, the Clean Air Act, and state environmental laws. Our practice also includes counseling clients on environmental risk management and insurance coverage for environmental claims.OUR ATTORNEYSOur environmental litigation team includes attorneys with experience in environmental litigation and counseling at major law firms. Team members have handled matters involving contaminated sites, regulatory enforcement, and toxic tort claims.TYPES OF CLIENTSProperty owners and developers with environmental issues, manufacturers and industrial companies, parties to Superfund proceedings, companies facing environmental regulatory enforcement, and acquirers of properties with environmental conditions.OUR CLIENTSOur environmental clients include real estate developers, manufacturers, and other businesses with environmental exposures and compliance obligations. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Eulalia Salas Eulalia Salas Senior Attorney Practice Areas Public and Private Financing Capital Markets Project Financing Immigration (786) 472-6404 esalas@burghergray.com EULALIA SALASSENIOR ATTORNEY​ | MIAMIEulalia Salas specializes in the areas of banking, finance, capital markets, foreign investment, and immigration law. Ms. Salas has represented banks, lenders, and underwriters, and other transaction parties in various project financing, sovereign debt structuring and restructuring, loan structuring capital markets public and private debt and equity finance transactions. Other areas of practice include business immigration law. Ms. Salas is fluent in Spanish, French, and English.Prior to joining BurgherGray, Ms. Salas a partner in CKR LAW (New York), before which she was a partner in Egoavil & Horvat PLLC. EducationLL.M., Cornell Law SchoolLL.B., Universidad Catolica Andres Bello Bar Admissions State of New York* *Practice in Florida, limited to Immigration Matters Venezuela #### Financial Restructuring & Bankruptcy Practice Area Financial Restructuring & Bankruptcy OUR EXPERIENCEBurgherGray attorneys represent creditors, debtors, and other parties in interest in complex financial restructurings, workouts, and bankruptcy proceedings. Our practice encompasses matters arising out of out-of-court restructurings, Chapter 11 reorganizations, and distressed reorganizations outside of bankruptcy.We have extensive experience representing secured and unsecured creditors in bankruptcy cases, negotiating forbearance agreements and debt modifications, advising on credit bid strategies and Section 363 sales, and counseling clients on preference and fraudulent transfer exposure. In addition to restructuring existing credit terms, our distressed debt experience includes representing investors, sellers, and brokers in purchases, sales, and other transactions in the secondary market.OUR ATTORNEYSOur restructuring team includes attorneys who have represented major creditor constituencies in significant Chapter 11 cases and out-of-court restructurings. Team members have experience at major law firms and financial institutions with distressed debt portfolios.TYPES OF CLIENTSSecured and unsecured lenders and bondholders, trade creditors and creditor committees, debtors and their boards of directors, acquirers of distressed assets, investors in distressed debt, private equity sponsors with troubled portfolio companies, and landlords and counterparties to executory contracts and leases.OUR CLIENTSOur restructuring clients include commercial banks, hedge funds and distressed debt investors, institutional bondholders, landlords, and strategic and financial acquirers seeking distressed acquisition opportunities. Practice Area Lead James Bulger OF COUNSEL (646) 513-3231 jbulger@burghergray.com View Profile #### General Corporate & Commercial Transactions Practice Area General Corporate & Commercial Transactions OUR EXPERIENCEBurgherGray provides comprehensive corporate and commercial legal services to businesses at all stages of development. Our attorneys advise on entity formation and governance, commercial contracts, strategic partnerships, licensing arrangements, and day-to-day operational matters.We serve as outside general counsel to many of our clients, providing practical legal advice that supports their business objectives while managing legal risk. Our commercial transactions practice encompasses supply and distribution agreements, technology licensing, joint development arrangements, outsourcing agreements, and other commercial relationships.OUR ATTORNEYSOur corporate and commercial team includes attorneys with experience as in-house general counsel and at major law firms. Team members bring both legal expertise and business acumen to advise clients on a wide range of corporate and commercial matters.TYPES OF CLIENTSStartups and emerging growth companies, middle-market enterprises, family-owned businesses, technology companies, professional services firms, nonprofit organizations, and entrepreneurs.OUR CLIENTSOur corporate clients span industries including technology, professional services, healthcare, manufacturing, retail, and financial services. We represent companies from formation through growth and exit. Practice Area Lead Gopal Burgher Managing Partner (646) 513-3231 gburgher@burghergray.com View Profile #### Gopal Burgher Gopal Burgher Managing Partner Practice Areas Capital Markets and Finance M&A General Corporate & Commercial Transactions Real Estate and Community Development (212) 913-9766 gburgher@burghergray.com GOPAL M. BURGHERMANAGING PARTNER | NEW YORKGopal M. Burgher is a Partner at BurgherGray LLP. Mr. Burgher’s principal practice area is capital markets and finance, with a focus on structured finance and securitization transactions, including collateralized loan obligations, residential mortgage-backed securities, asset-backed securities, asset-based lending, and structured products and derivatives transactions. His finance experience is quite extensive, however, and also includes banking and institutional investing, public finance, and real estate finance transactions. Mr. Burgher represents issuers, arrangers, underwriters/initial purchasers, lenders, borrowers, asset managers, credit and liquidity support providers, and other transaction parties in various capital markets public and private debt and equity finance transactions. Other areas of practice include real estate and community development, M&A, and general corporate and commercial transactions.Prior to joining BurgherGray, Gopal was Counsel in the structured finance/capital markets group at McKee Nelson LLP (New York), before which he spent approximately 10 years at Skadden, Arps, Slate, Meagher & Flom LLP (New York). EducationJ.D., New York University School of Law (Association of the Bar of the City of New York Fellow)B.A., magna cum laude, Political Science and Philosophy, The State University of New York, College at Fredonia Bar Admissions State of New York #### Government Investigations & Enforcement Practice Area Government Investigations & Enforcement BurgherGray litigation attorneys represent companies and individuals in investigations and enforcement actions brought by various federal agencies, including, but not limited to, the Federal Trade Commission, the Consumer Financial Protection Bureau, the United States Department of Justice, the United States Securities and Exchange Commission, and the Social Security Administration. Our attorneys have represented clients in litigation and investigations brought by various state attorneys general, including but not limited to attorneys general for the states of Arkansas, California, Florida, Illinois, Louisiana, Maryland, Massachusetts, New York, Pennsylvania, Texas and Vermont. We are particularly experienced in representing clients being investigated by various state and federal agencies simultaneously.Our attorneys advise clients on the development and implementation of consumer privacy and ethics compliance programs. We advise public corporations, retailers, financial services firms, and other consumer-facing companies with respect to the implementation of preventive measures (i.e., before a regulator comes knocking), as well as the development and implementation of remedial measures after enforcement action has already been instituted. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Gregory M. Weston Gregory M. Weston Partner Practice Areas Investment Management Real Estate & Community Development Capital Markets & Finance General Corporate & Commercial Transactions (646) 493-9957 gweston@burghergray.com GREGORY M. WESTONPARTNER | NEW YORKGregory M. Weston is a Partner at BurgherGray LLP, where he advises emerging managers and other sponsors of private equity, real estate, private credit, and venture funds regarding fund formation, regulatory and transactional matters. Greg also represents institutional investors on a variety of alternative investments. Greg has extensive experience in real estate finance and investments and has represented lenders, investors, and developers in complex transactions involving office, retail, and multifamily properties. He has also worked extensively with investors and other participants on public private partnerships relating to transportation, energy, and other infrastructure projects and with bond issuers, underwriters, and not-for-profit organizations in a variety of taxable and tax-exempt transactions involving infrastructure, housing, and higher education.Greg serves as general counsel to the National Association of Investment Companies and is a board member of the Real Estate Executive Council and former board member of the Structured Finance Association. He also is a governor appointee to the Real Estate Board of the State of New York. Beyond his professional commitments, Greg is deeply involved in various community and nonprofit organizations. He a trustee of Democracy Preparatory New York Charter Schools, former Board President of Weston United Community Renewal, and a board member of The Bridge. His commitment to community service extends to his role on the Investment Committee for The Riverside Church.Prior to joining BurgherGray, Greg served in prominent senior roles including in-house positions and at AmLaw 100 firms, most recently in the role of Partner at Winston & Strawn’s New York Office.Greg received his J.D. from Columbia University School of Law, and a B.A. from Howard University. EducationJ.D., Columbia University School of LawB.A., Howard University Bar Admissions State of New York #### Hospitality Practice Area Hospitality OUR EXPERIENCEBurgherGray represents owners, developers, investors, and operators across the full spectrum of hospitality assets—from limited-service and select-service properties to full-service hotels and luxury resorts. In an industry shaped by more than 1,200 distinct hotel brands globally, we bring a practical understanding of brand strategy, affiliation structures, and the operational realities that drive asset value.Our work spans the full lifecycle of hospitality transactions, including acquisitions and dispositions (asset, equity, and portfolio), distressed asset and debt investments, and joint venture and capital structuring. We conduct targeted, operationally focused diligence across franchise and management agreements, title, zoning, labor, and environmental matters—identifying risks that impact both closing and ongoing performance.We regularly negotiate hotel franchise and management agreements across major brand systems, and advise on licensing, permitting, and regulatory compliance critical to day-to-day operations. We also support development, repositioning, and brand conversions for hospitality assets.OUR ATTORNEYSOur hospitality team includes attorneys with extensive experience representing owners, investors, and operators across a wide range of hotel and resort transactions. Our work regularly involves franchisors, management companies, lenders, and institutional investors across the hospitality industry. We understand the business and legal issues unique to hospitality clients and stay current on legislative and regulatory developments affecting the industry.OUR CLIENTSWe represent a broad range of hospitality market participants, including hotel owners and operators, management companies, franchisees, restaurant and nightlife groups, institutional investors and private equity funds, joint venture partners, and developers of hospitality-driven projects. Our clients rely on us for both transaction execution and ongoing strategic counsel across acquisitions, financings, brand relationships, and operations. Practice Area Lead Patrick Valentino Partner (646) 513-3231 pvalentino@burghergray.com View Profile #### Insurance Litigation Practice Area Insurance Litigation OUR EXPERIENCEBurgherGray attorneys represent policyholders and insurers in insurance coverage disputes across lines of coverage. We have extensive experience with directors and officers liability, professional liability, general liability, property, and specialty coverages.Our practice includes coverage analysis and advice, claim presentation and negotiation, and litigation of coverage disputes. We advise clients on maximizing insurance recovery and resolving coverage disputes efficiently. We also have experience with insurance regulatory matters.OUR ATTORNEYSOur insurance litigation team includes attorneys with experience representing both policyholders and insurers in coverage disputes. Team members have handled complex coverage matters involving large claims and novel coverage issues.TYPES OF CLIENTSCorporate policyholders seeking coverage, insurers defending coverage positions, directors and officers making D&O claims, professionals making professional liability claims, and insureds facing coverage denials.OUR CLIENTSOur insurance clients include corporations, financial institutions, professional services firms, and insurers across all lines of coverage. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### Intellectual Property & Technology Practice Area Intellectual Property & Technology OUR EXPERIENCEBurgherGray attorneys advise clients on the protection, commercialization, and enforcement of intellectual property assets. Our practice encompasses patents, trademarks, copyrights, trade secrets, and related technology transactions.We counsel technology companies on IP strategy, including portfolio development, freedom-to-operate analysis, and competitive landscape assessment. Our transactional practice includes technology licensing, joint development agreements, software agreements, and IP-related aspects of M&A transactions.OUR ATTORNEYSOur IP team includes attorneys with technical backgrounds and experience in IP transactions and counseling. Team members have advised technology companies from startups to established enterprises on IP strategy and transactions.TYPES OF CLIENTSTechnology companies, biotechnology and life sciences companies, software developers and licensors, financial technology companies, consumer product companies, research institutions, and IP holding companies.OUR CLIENTSOur IP clients include software and SaaS companies, biotechnology firms, fintech companies, consumer product manufacturers, and companies across industries with significant technology and IP assets. Practice Area Lead Thomas L. Peterson Of Counsel (646) 513-3231 tpeterson@burghergray.com View Profile #### International Practice Practice Area International Practice OUR EXPERIENCEBurgherGray’s International Practice serves clients with cross-border legal needs, including inbound and outbound investment transactions, international commercial agreements, and compliance with international trade regulations.We advise non-U.S. clients on establishing and operating U.S. business entities, including entity selection, corporate governance, regulatory compliance, and commercial transactions. We also counsel U.S. clients on international expansion, including structuring foreign operations, negotiating international commercial agreements, and addressing cross-border tax considerations. Our attorneys have experience with transactions involving parties and assets in Europe, Asia, Latin America, Africa, and the Caribbean.OUR ATTORNEYSOur international practice includes attorneys with experience in cross-border transactions at major international law firms. Team members have language capabilities and cultural familiarity with various regions around the world.TYPES OF CLIENTSNon-U.S. companies investing or operating in the United States, U.S. companies with international operations or expansion plans, investors in cross-border transactions, multinational corporations, and sovereign wealth funds and foreign governmental entities.OUR CLIENTSOur international clients include foreign-based companies operating in the United States, U.S. companies with international operations, and investors in cross-border M&A and financing transactions. Practice Area Lead Noriko Motegi Partner (646) 583-3726 Noriko Motegi View Profile #### Investment Management Practice Area Investment ManagementPrivate Funds Fund Formation OUR EXPERIENCEBurgherGray attorneys advise investment managers, fund sponsors, and institutional investors on the formation, structuring, and operation of investment vehicles across asset classes. Our attorneys have experience with launching all types of investment products, including hedge funds, private equity funds, hybrid funds, private credit funds, fund-of-funds, private business development companies (BDCs), funds-of-one, co-investment funds and separately managed accounts. We have assisted with the organization and offering of private fund products in the United States and in non-U.S. jurisdictions using a variety of structures and vehicles. We work with local counsel around the globe.We counsel clients on day-to-day portfolio management matters involving the Investment Company Act of 1940 and the Investment Advisers Act of 1940, including available exemptions from investment company registration requirements, performance and advertising issues, distribution and revenue sharing arrangements, performance fees, and compliance matters such as brokerage and portfolio trading practices and pricing and liquidity of portfolio positions.OUR ATTORNEYSOur investment management team includes attorneys who have served as general counsel to investment advisers and fund complexes, as well as attorneys from the investment management practices of major law firms. Team members have expertise across registered and private fund structures, regulatory compliance, and institutional investor negotiations.OUR CLIENTSOur investment management clients include emerging and established fund managers across strategies including long/short equity, credit, real estate, private equity, and venture capital. We also represent institutional investors in their fund investments and co-investment transactions including pension funds and endowments, family offices, fund administrators and service providers, and prime brokers. Practice Area Lead Gregory M. Weston PARTNER (646) 493-9957 gweston@burghergray.com View Profile #### Ishmail A. Harris Ishmail A. Harris Associate Practice Areas General Corporate & Commercial Transactions Capital Markets & Finance Investment Management Corporate Governance M&A Real Estate & Community Development (973) 289-6619 iharris@burghergray.com Ishmail A. Harris​ ASSOCIATE | NEW YORKIshmail A. Harris is a corporate Associate in the New York Office of BurgherGray. He advises clients on corporate governance, fund formation, securities, and commercial transactions. His practice draws on experience across private practice, in-house public-sector legal leadership, and financial services compliance, allowing him to counsel clients on both transactional execution and regulatory risk.As a corporate associate, Ishmail counsels public companies on corporate governance and securities law, including stock exchange compliance. He drafts, reviews, and files periodic and current reports, including Form 10-Ks, 10-Qs, 8-Ks, S-3s, Section 16 filings, and proxy statements, and prepares board and committee materials, minutes, resolutions, and actions by written consent. He also drafts and negotiates a broad range of commercial agreements, including stock purchase agreements, license agreements, employment and non-compete agreements, private placement memoranda, executive compensation contracts, vendor and service agreements, and joint venture and partnership agreements.Prior to joining BurgherGray, Ishmail most recently served as Director of Legal Affairs for Philadelphia Parks & Recreation, where he led legal strategy for an organization of roughly 1,000 employees, negotiated complex agreements, and acted as the department’s principal liaison to City Council and the City Law Department. He developed legal frameworks for community programs and expanded green-space access aligned with Philadelphia’s urban development goals. Earlier, as an anti-money laundering compliance associate at JPMorgan Chase, he applied the U.S. Bank Secrecy Act to evaluate internal controls and drafted Suspicious Activity Reports for submission to FinCEN.Ishmail holds a J.D. with a business law concentration from the Villanova University Charles Widger School of Law, where he was a Charles Widger ’73 Leadership Scholar and served as Sub-Regional Director for the Black Law Students Association of the Mid-Atlantic Region. He received his B.S. in Business Administration, magna cum laude, from North Carolina Wesleyan University. He is admitted to practice in New York and Pennsylvania. Education J.D., Villanova University Charles Widger School of LawB.S., North Carolina Wesleyan University Bar Admissions State of New York Commonwealth of Pennsylvania #### James Bulger James Bulger OF COUNSEL Practice Areas Financial Restructuring and Bankruptcy Business Litigation Capital Markets and Finance (646) 513-3231 jbulger@burghergray.com JAMES BULGEROF COUNSEL | NEW YORKJames Bulger has represented creditors, creditors’ committees, debtors, and other interested parties in Chapter 11 reorganization cases, out-of-court restructurings, and loan and claims investigation and trading. Mr. Bulger has extensive experience asserting and protecting creditors’ rights; negotiating and structuring settlements, including reorganization plans and disclosure statements; negotiating debtor-in-possession financing and adequate protection arrangements; investigating potential causes of action arising in the Chapter 11 context; and litigating in bankruptcy courts in New York and Delaware.Mr. Bulger’s experience spans an array of industries, including real estate, financial services, satellite, chemical, airline, restaurant, consumer goods, communications, and energy. His past clients include various real estate debtors, official creditors’ committees of Enron, Lehman Brothers, Sea Launch and Village Inn; individual creditors in large and midsized bankruptcies; ad hoc groups of secured and unsecured lenders and noteholders; and distressed loan and claims trading desks at Goldman Sachs and Morgan Stanley, among others.Prior to joining BurgherGray, Mr. Bulger was a senior associate at Milbank, Tweed, Hadley & McCloy LLP (New York). EducationJ.D., Fordham University School of LawB.A., Boston University Bar Admissions State of New York U.S. District Court, Southern and Eastern Districts of New York State of California #### James Periconi James Periconi OF COUNSEL Practice Areas Environmental (646) 494-0086 jpericoni@burghergray.com JAMES PERICONI OF COUNSEL | NEW YORK James Periconi is Of Counsel at BurgherGray LLP’s New York office. Mr. Periconi focuses on environmental transactional, litigation and regulatory matters. He has had substantial experience representing real property investor/developer and lender clients undertaking environmental due diligence in environmental transactions involving individual commercial and industrial properties, portfolios of such properties, and entire businesses, crafting environmental contractual provisions and overseeing the work of environmental consultants. In addition to the transactional work, Mr. Periconi has represented a diverse array of businesses both in governmental actions brought for remediation of Superfund and other contaminated sites and in private cost recovery actions. Mr. Periconi has twice been appointed by federal courts as Special Master in Clean Water Act cases involving the State and City of New York, and environmental non-profit organizations, and often acts as an expert witness in environmental law in federal and state actions, most recently in a half-billion dollar environmental insurance coverage case. From 1987 through 1989, Mr. Periconi served as Chief of the Solid and Hazardous Waste Enforcement Bureau of the New York State Department of Environmental Conservation. During his tenure there, he oversaw the nation’s largest and most complex state Superfund program. From 1982 to 1987, Mr. Periconi was an Assistant Attorney General in the Environmental Protection Bureau of the New York State Department of Law, where, among other matters, he prosecuted the first hazardous waste felony jury trial to corporate and individual convictions in New York, and sued the United States Environmental Protection Agency in one of the earliest “acid rain” cases. He served as an Assistant District Attorney in the New York County District Attorney’s Office from 1977 to 1980. Mr. Periconi headed or co-headed the environmental law practice at several medium and large New York general practice law firms prior to founding Periconi, LLC in 2003. He is admitted to practice in the United States Courts of Appeal for the Second, Third and Sixth Circuits, as well as all federal district courts in New York, and was chair of the Environmental Law Section of the New York State Bar Association in 2003-2004. Mr. Periconi was the Chairman of the Board of INFORM, Inc., a New York-based national environmental organization, from 2004-2006. Mr. Periconi is the author of numerous articles, including “Environmental Due Diligence in Real Estate Transactions”, which appeared in Bloomberg Corporate Law Journal (Vol. 3, #1) (2008); co-author, with Matthew R. Jokajtys, of “Shining Some Light Back on the Dark Ages: New York State’s Early Environmental Law and Its Implications for Today’s Environmental Insurance Coverage Disputes”, which appeared in Environmental Claims Journal, 26:4, 287-300 (2014); he is co-author of “CERCLA ‘Passive’ Disposal Through Migration: Still Alive and Kicking,” which appeared in the Toxics Law Reporter and the Environment Reporter (BNA, 2001), and with David Nelson, “The Precedent Setting Use of a Pollution Prevention Project in An EPA Enforcement Settlement: The First Dollar-For-Dollar Penalty Offset,” which appeared in the same publications in 1994. A frequent lecturer on environmental law topics, he is a primary co-author of Environmental Law and Regulation in New York (West, 1996), a part of West’s award-winning New York Practice series. Mr. Periconi is a graduate of Regis High School (New York), Columbia University (B.A., 1970). In 1972, as a Danforth Graduate Fellow, he received an M.A. in English and Comparative Literature from the University of Virginia. He received his law degree from New York University in 1977. Education J.D., New York University School of Law M.A., University of Virginia B.A., Columbia College Bar Admissions State of New York US District Court – Northern District of New York US District Court – Southern District of New York US District Court – Western District of New York US District Court – Eastern District of New York US Court of Appeals, Sixth Circuit US Court of Appeals, Second Circuit US Court of Appeals, Third Circuit #### Jessica Kopas Jessica Kopas Partner Practice Areas Business Litigation Real Estate, Land Use and Zoning Data Privacy and Cybersecurity Litigation Financial Services Litigation White Collar Defense and Internal Investigations Bank Secrecy Act and Anti-Money Laundering (Miami): (305) 921-4764 (New York): (646) 513-3231 jkopas@burghergray.com JESSICA KOPASPARTNER | MIAMI | NEW YORKJessica Kopas is a Partner at BurgherGray with over twenty years of experience in complex commercial litigation. Her practice encompasses a broad range of areas, including fiduciary litigation, business torts, complex trust and estate matters, probate litigation, real estate disputes, class actions, data privacy, financial services, and regulatory matters.Throughout her career, Jessica has established herself as a formidable litigator, successfully handling several high-profile cases. Notable among these was her role as co-lead counsel in a complex trade secrets case that resulted in one of Florida’s top ten verdicts in 2017. She also served on the litigation team for one of Florida’s largest Ponzi scheme cases involving fraudulent structured settlements and participated in the widely publicized “missing millionaire” case that required coordinating with parties across multiple countries. Jessica’s practice is marked by her ability to navigate complex jurisdictional issues and manage sophisticated client relationships. She has represented clients before state and federal courts, including bankruptcy courts, and has extensive experience in alternative dispute resolution, including mediations through JAMS and the American Arbitration Association.Jessica is passionate about giving back to and making a difference in her community. She is an active member of the Florida Bar Association and the Broward Bar Association. Her commitment to community further manifests through her involvement with the United Way of Broward County’s Tocqueville Society as well as the Moot Court high school competitions through which she contributes to the development and training of future young litigators.Jessica earned her Juris Doctor from Nova Southeastern University’s Shepard Broad College of Law and holds a Bachelor of Science in Business Management with an English minor from the State University of New York at Geneseo.*Admitted in Florida only. EducationJ.D., Nova Southeastern Shepard Board School of LawB.S., State University of New York at Geneseo) Bar Admissions State of Florida District Court of the Southern District of Florida District Court of the Middle District of Florida Bankruptcy Court of the Southern District of Florida United States Court of Appeals for the Eleventh Circuit #### John M. Eden John M. Eden COUNSEL Practice Areas Mergers & Acquisitions Corporate & Finance Corporate Transactions Emerging Companies & Venture Capital Gambling, Lottery & E-Sports Blockchain Technology & Digital Assets (415) 567-8025 jeden@burghergray.com JOHN M. EDENCOUNSEL | SAN FRANCISCOJohn M. Eden is a corporate transactional Counsel at BurgherGray who leverages his in-house operational experience in information security (Securify, acquired by McAfee), social gaming (Zynga, acquired by Take-Two), and legal tech (Legalinc, acquired by LegalZoom) and his law firm experience to provide practical advice to senior executives and entrepreneurs who have to make defensible decisions at a brisk pace. He’s become a trusted adviser to his clients, helping them raise capital, grow effectively, and otherwise address their long-term strategic challenges. John is guided by his acute awareness of the ever-changing business, technological, legal and regulatory landscape in crafting bespoke solutions for his clients’ toughest legal challenges.In addition, John provides clients with guidance on financial technology regulation (including laws impacting blockchain platforms and digital assets), early-stage venture financing, intellectual property issues, and fund formation. He also advises clients in developing technology products, such as AI tools and platforms, including on regulatory risks and on how to protect their copyrighted works.John began his career at Wilson Sonsini Goodrich & Rosati (WSGR), where he focused on IP litigation and internet strategy matters for Silicon Valley’s premier technology companies, including Google and YouTube. After WSGR, John joined the Melbourne, Australia office of King & Wood Mallesons, where he represented clients in connection with technology transactions, product counseling, and IP litigation matters for some of Australia’s most impactful technology companies, including Telstra and Sensis. John transitioned to BurgherGray from Nixon Peabody (San Francisco), where he continued his ECVC, product counseling, blockchain and digital assets, and gambling, lottery and esports practices, serving mostly high-growth technology companies, including fintechs.While his law firm experience is indispensable, his in-house operational experience plays a critical role in how he serves and builds relationships with clients and approaches solving their legal challenges. For him, each engagement requires a thorough understanding of the client’s business and immediate legal needs, allowing him to craft tailored solutions which reduce legal risks while simultaneously facilitating the client’s long-term strategic objectives.John is a prolific writer whose many notable publications include: “NYDFS Issues New Guidance to NY’s Virtual Currency Industry Regarding Blockchain Analytics Tools” and “Exerting Centralized Control in a Decentralized Market, the U.S. Treasury Puts BitRiver on OFAC’s SDN List.” EducationJ.D., L.L.M., Duke Law SchoolPh.D. Candidate, MA, Stanford University (Philosophy)B.A., Loyola University (Philosophy) Bar Admissions State of California #### Katrina Goli Katrina Goli OF COUNSEL Practice Areas Capital Markets and Finance General Corporate & Commercial Transactions (646) 777-2335 kgoli@burghergray.com KATRINA GOLIOF COUNSEL | NEW YORKKatrina Goli is a corporate associate in BurgherGray’s New York office. Katrina has over 10 years of experience representing clients in various corporate transactions in several countries. Her current principal practice area is capital markets with a focus on structured finance and securitization transactions. Prior to joining BurgherGray, Katrina was an associate in the structured finance capital markets practice groups at Cadwalader, Wickersham & Taft LLP and McKee Nelson LLP. Katrina also served as in-house attorney with the fixed income legal department of BNP Paribas – Americas. Katrina’s other corporate experiences include overseeing domestic and cross-border investment and securities matters as well as merger and acquisition transactions in the Asia-Pacific region as an associate at Baker & McKenzie – Manila and as Associate General Counsel for a multinational corporation based in Hong Kong. EducationLL.M., Columbia University School of LawJ.D., Ateneo de Manila University School of LawB.A., Economics, Ateneo de Manila University Bar Admissions State of New York #### Labor Employment Practice Area Labor and Employment OUR EXPERIENCEBecause we are committed to our clients’ success, we make it our business to know their business. We help employers stay ahead of potential issues affecting productivity and company reputation. We assist them in developing policies and procedures designed to prevent litigation but, when necessary, defend their interests in litigation.Our lawyers have the experience to handle any employment issue in any forum, whether in federal or state court, before a federal, state, or local fair employment agency, or in arbitration. We represent employers in disputes involving discrimination and harassment claims, leave and accommodation claims, breach of contract claims, whistleblower and retaliation claims, wage and hour matters, and trade secret misappropriation. We also help employers develop workplace policies and employee handbooks, audit workplace procedures, and draft employment agreements and restrictive covenants.OUR ATTORNEYSOur labor and employment team includes attorneys who have represented employers in employment litigation and counseling at major law firms and in-house. Team members have experience defending complex employment claims and advising on day-to-day HR matters.TYPES OF CLIENTSEmployers across industries and sizes, private equity firms and their portfolio companies, hospitality companies, healthcare organizations, financial services firms, technology companies, nonprofit organizations, and executives negotiating employment arrangements.OUR CLIENTSOur employment clients include companies in hospitality, healthcare, financial services, technology, manufacturing, retail, and professional services. We also support private equity portfolio companies with employment law compliance and disputes. Practice Area Lead Mark M. Lee Of Counsel (201) 603-2561 ext. 5868 mlee@burghergray.com View Profile #### Laline Concepcion-Veloso Laline Concepcion-Veloso SENIOR ATTORNEY Practice Areas Business Litigation Mergers & Acquisitions General Corporate & Commercial Transactions Tax Estate & Trusts (786) 522-3959 lveloso@burghergray.com LALINE CONCEPCION-VELOSOSENIOR ATTORNEY | MIAMILaline Concepcion-Veloso, an experienced litigator, represents businesses and individuals with complex commercial and business litigation matters. She litigates contested matters in state and federal courts in Florida, on the plaintiff and defense sides. Ms. Concepcion-Veloso has handled disputes involving breach of contract, collections, real estate, fiduciary duty claims, fraud, and intellectual property violations. In addition, Ms. Concepcion-Veloso handles corporate, transactional and estate planning matters, and represents individuals on complex marital and family law matters, including dissolution of marriage, and prenuptial and postnuptial agreements.Prior to joining BurgherGray, Ms. Concepcion-Veloso was a partner at an international, middle market law firm. EducationJ.D., University of MiamiB.S., Florida International University Bar Admissions State of Florida United States Court of Appeals for the Eleventh Circuit United States District Court, Southern District of Florida #### Large Foundational Businesses Large Foundational Businesses “Leveraging Our Size, Efficiency, Nimbleness and Creativity to Deliver Best Value” At BurgherGray, we are cognizant of your need to control legal services cost as you try to manage and work within the constraints of a legal budget.  We are also aware of the tension that exists between those objectives with the traditional hourly billing model.  We therefore focus on delivering best value by employing a lean-staffing philosophy, offering alternative fees arrangements, maximizing efficiency, and maintaining a low overhead cost structure that allows us to offer fees that are significantly less than those charged by large corporate law firms for comparable matters. Our goal for each client is to build a long-term partnership in which we are viewed by that client as a trusted advisor and a long-term partner. In this regard, we go above and beyond the delivery of great service that you would naturally expect and deserve, and so a partnership with BurgherGray is often characterized by added value that include proactive advice and counsel, cutting edge industry insights, CLEs, innovative approach to problem-solving, alternative fee structures, long-term commitment to client and to understanding clients’ business, strategic objectives, history and values, free legal research and a conscious effort to connect you to valued resources. In working with BurgherGray, you will consistently have access to partners and senior lawyers who communicate you regularly, and who are otherwise fully engaged in each matter At BurgherGray, we also share your deep commitment to diversity as a business proposition and, as a certified minority-owned law firm by the State and City of New York and the National Minority Supplier Development Council, New York and New Jersey Council, and is a member of the National Association of Minority & Women Owned Law Firm, we are well positioned to assist our clients in achieving their supplier and other diversity goals. #### Leander C. Gray Leander C. Gray OF COUNSEL Practice Areas M&A General Corporate & Commercial Transactions (202) 417-2009 lgray@burghergray.com LEANDER C. GRAYOF COUNSEL | WASHINGTON, D.C.Leander C. Gray is one of the founders of BurgherGray LLP. Mr. Gray began his career in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP, where he represented clients in a variety of high profile mergers and acquisitions. Mr. Gray represents acquirers, sellers and targets in a significant number of mergers, acquisitions and leveraged buyouts as well as in connection with corporate governance matters. He is directly involved in all phases of these transactions, including initial planning, structuring, negotiation, implementation and advice. Mr. Gray also counsels clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues and corporate compliance. Mr. Gray has substantial transactional experience in the automotive, manufacturing, and oil and gas industries. EducationJ.D., New York University School of LawB.A., cum laude, Amherst College, Political Science and Black Studies Bar Admissions State of New York District of Columbia #### M&A, Divestitures & Joint Ventures Practice Area M&A, Divestitures &Joint Ventures OUR EXPERIENCEBurgherGray attorneys have structured, negotiated, and closed hundreds of mergers, stock and asset sales and purchases, sales of divisions, leveraged buyouts, and other transactions involving changes in ownership and managerial control. We also advise clients in connection with recapitalizations and restructurings, including spin-offs, divestitures, and other strategic transactions, including joint ventures and strategic alliances. Our attorneys have previously served as M&A counsel for large corporate law firms and possess a wealth of diversified transactional experience representing a broad range of public and private companies, private equity sponsors, broker-dealers, investment banks, and other M&A intermediaries. We have counseled clients with respect to business combinations and divestitures in a variety of industries, including oil and gas, renewable energy, manufacturing, biotechnology, government contracts, retail, information technology, real estate, and financial services, with many involving cross-border transactions.OUR ATTORNEYSOur M&A attorneys include partners and associates who developed their skills at major law firms and in-house legal departments. Team members have handled transactions across the full range of deal sizes and complexity, bringing both legal expertise and practical business judgment to every engagement.TYPES OF CLIENTSPublic and private companies, private equity sponsors and portfolio companies, family-owned businesses, investment banks and financial advisors, strategic and financial buyers and sellers, joint venture partners, and management teams in management-led buyouts.OUR CLIENTSOur M&A clients span industries including financial services, technology, healthcare, manufacturing, energy, retail, and professional services. We represent both domestic and international clients, from emerging growth companies to established enterprises. Practice Area Lead Sandra Honegan-Pounder Partner (646) 513-3231 spounder@burghergray.com View Profile #### Mark M. Lee Mark M. Lee SENIOR COUNSEL Practice Areas Litigation (201) 603-2561 ext. 5868 mlee@burghergray.com MARK M. LEE SENIOR COUNSEL | NEW JERSEY Mark M. Lee is Senior Counsel at BurgherGray. He brings extensive experience as a trial lawyer and former federal prosecutor. His practice focuses on defending corporations and executives against federal government investigations and prosecutions, conducting internal investigations, and providing corporate compliance counseling. Throughout his career, Mark has successfully represented clients in a variety of high-stakes matters, including defending a U.S. congressman facing multiple federal criminal charges and representing pharmaceutical companies in Department of Justice and State Attorneys General antitrust investigations. He has also conducted internal investigations for healthcare organizations, political action committees, and nonprofit entities, as well as due diligence reviews for multinational investments. As a former Assistant United States Attorney for the District of Delaware, Mark led numerous federal grand jury investigations and prosecutions involving financial institution fraud, theft of government funds, identity theft, corporate tax evasion, public corruption, and money laundering. His experience extends to investigations involving various technologies, including peer-to-peer software applications, social networking websites, and wireless and mobile networks. Mark works closely with businesses to strengthen ethics and compliance programs across industries including financial services, pharmaceutical, healthcare, and software. He advises on cyber security and data privacy issues, including policy assessments, data breach preparation, and breach response strategies. A skilled trial lawyer, Mark has tried cases to verdict before juries in both the United States District Court for the District of Delaware and the United States District Court for the Eastern District of Pennsylvania. He is admitted to practice in Pennsylvania and New Jersey, as well as before the United States Court of Appeals for the Third Circuit. Mark earned his Juris Doctor from Temple University Beasley School of Law and his Bachelor of Arts from the University of North Carolina at Chapel Hill. EducationJ.D., Temple University Beasley School of LawB.A., University of North Carolina at Chapel Hill Bar Admissions Pennsylvania New Jersey United States Court of Appeals for the Third Circuit United States District Court – Eastern District of Pennsylvania United States District Court – New Jersey Supreme Court of New Jersey Supreme Court of Pennsylvania #### Mavis Abada Mavis Abada SENIOR ASSOCIATE Practice Areas M&A / Private Equity Commercial Transactions Investment Management Commercial Real Estate (646) 225-5979 mabada@burghergray.com Mavis Abada SENIOR ASSOCIATE | NEW YORKMavis Abada is a corporate Associate in the New York Office of BurgherGray. She is an experienced transactional attorney with a dynamic practice comprising mergers and acquisitions, bank lending, investment management, real estate, and general corporate and commercial transactions.Mavis represents a wide range of clients of various sizes and stages of development, from small emerging companies and entrepreneurs to middle market companies and Fortune-ranked global enterprises, across various industries, including financial services, healthcare, technology, media / telecommunications, energy, and pharmaceutical. She regularly advises on complex cross-border M&A and private equity transactions, as well as capital markets, investment management (private funds), bank lending and private credit matters. Historically, her practice has focused in and around the EMEA geographic area, giving her a strong command of the transactional execution cultures across such region. She represents sponsors, targets, sellers, buyers, boards of directors, and financial institutions, among others. Clients regularly rely on Mavis as a trusted adviser who leverages her broad international business and transactional experience, strong work ethic, organizational skills, natural curiosity and exceptional sense of commitment to consistently deliver exceptional value for them.Prior to BurgherGray, Mavis was a Senior Associate in an internationally recognized Nigerian corporate law firm. She earned her LL.M. from Harvard Law School and is admitted to practice in New York and Nigeria. She is a member of the New York City Bar, being active in its Emerging Companies and Venture Capital Committee. Education LL.M., Harvard Law School LL.B., University of Benin Bar Admissions State of New York Nigeria #### Middle Markets Middle Markets Enterprises “You Should Not Have to Feel Like a Second-Class Citizen to Get Top Quality Legal Representation, Regardless of Size” At BurgherGray, we treat each client relationship as a valued relationship regardless of client size—the attention and quality of the service you receive is not determined by the amount of fees to be generated from the relationship.  We are focused on building a long-term partnership based on trust and shared values. Although we use hourly billing where appropriate, we don’t nickel and dime our clients.  We look for ways to align our interests with those of our clients by focusing on win-win approaches that maximize value for our clients. We provide BigLaw sophistication and experience with a small firm touch.Our senior attorneys have all honed their legal skills in large corporate law firms, at in-house legal departments of large corporations and/or at governmental agencies working on some of the most complex transactions and business litigation matters. We marry the quality and sophistication of legal services you might expect from a large corporate law firm with the cost-efficiency, creativity and responsiveness of a small law firm.  When you choose to partner with us, you get the best of both worlds.At BurgherGray, we are not overly beholden to tradition and we pride ourselves on thinking outside of the box.  We are facilitators, not obstructionists.  We don’t provide legal advice in a vacuum.  Rather than simply saying “no” to your proposed course of action or solution, we partner with you to find a suitable alternative means of getting to a “yes.” We also understand that, in order to stay ahead of the competition and offer the best products and services, you have to constantly innovate and anticipate the changing needs, desires/tastes and challenges of your customers. Our unrelenting commitment to deliver best value for you is one of the most important things that set us apart from our competition. #### Newsletters News The SEC’s “Responsible Retailization” Push: What Fund Managers Should Know October 8, 2026 by Gregory M. Weston The SEC has proposed a package of reforms aimed at widening retail access to private markets Read More » Jessica Kopas at NAMWOLF: Biometrics in Litigation October 5, 2026 BurgherGray is pleased to take part in the NAMWOLF Annual Meeting in Chicago this October as the organization marks 25 Read More » The Kalshi Litigation: The Ninth Circuit Rules September 28, 2026 by John Eden On August 28, 2026, the United States Court of Appeals for the Ninth Circuit decided KalshiEX, LLC Read More » BurgherGray at 20: Celebrating the Vision September 17, 2026 In 2006, BurgherGray started with a simple idea: practice law differently. Twenty years later, that idea still drives everything we Read More » Brian Idehen Recognized as a Super Lawyers Rising Star for the Sixth Year August 6, 2026 Congratulations to BurgherGray partner Brian Idehen, named to the 2026 New York Metro Rising Stars list by Super Lawyers for Read More » BurgherGray at 20: The Foundation. July 27, 2026 Before there was BurgherGray, there was Bryant Burgher Jaffe & Roberts, the firm founded by Gopal Burgher and his former Read More » The Kalshi Litigation: The Future Of Sports Events Contracts July 1, 2026 by John Eden On April 16, 2026, the United States Court of Appeals for the Ninth Circuit heard oral arguments Read More » BurgherGray at 20: A Journey in Pursuit of Excellence June 3, 2026 I’m excited to share that this year, BurgherGray celebrates its 20th anniversary. What started in 2006 as a small group Read More » BurgherGray Recognized at the 2026 IJGlobal Awards — Airport Deal of the Year, North America March 18, 2026 We are proud to share that BurgherGray was recognized at the 2026 IJGlobal Awards in New York for our role Read More » « Previous Next » #### Noriko Motegi Noriko Motegi Partner Practice Areas General Corporate & Commercial Transactions Real Estate & Community Development (646) 583-3726 nmotegi@burghergray.com NORIKO MOTEGIPARTNER | NEW YORKNoriko Motegi is a partner in BurgherGray’s New York office. Fluent in English and Japanese, she advises corporate clients on a variety of matters, including helping Japanese entities with an assortment of legal issues they may face in the United States. Noriko began her legal career after obtaining her Japanese law license in 2004 and joining a prominent international law firm in Tokyo, where she advised on domestic and international issues. In 2007 she entered into service at Japan’s Ministry of Foreign Affairs as a deputy diplomat, working on treaty negotiations concerning international investment. Desiring to practice abroad, Noriko then attended the University of Southern California’s Gould School of Law in 2010 where she obtained a law degree qualifying her to practice in the United States and, after passing the New York State Bar, began practicing in New York City, with a focus on corporate and real estate matters. She also conducts legal seminars, writes articles on American legal issues for Japanese audiences, and frequently comments on major TV shows in Japan. EducationLL.M., University of Southern California, Gould School of LawLegal Research and Training Institute of the Supreme Court of JapanNihon University – Tokyo, Japan Bar Admissions State of New York Japan, Bengoshi #### Now Hiring Now Hiring Positions Available COMMERCIAL LITIGATION ATTORNEY Job Posting:BurgherGray is seeking a skilled Commercial Litigation Attorney with three to five years of experience to work on various complex litigation matters. The ideal candidate will have a strong background in handling complex commercial disputes including foreclosure matters, excellent advocacy and writing skills, and a results-driven mindset. This role offers an opportunity to work on complex litigation matters in a fast-paced, team-oriented environment. Active membership to the New York Bar in good standing is required. Active membership to the Florida Bar is a plus.Key ResponsibilitiesRepresent clients in all phases of commercial litigation, including pre-trial, trial, and appellate proceedings.Conduct legal research, draft pleadings, motions, and discovery responses.Develop case strategies and advise clients on litigation risks and opportunities.Take and defend depositions, appear in court for hearings and trials, and participate in arbitration.Collaborate with internal teams and clients to ensure effective case management.Maintain up-to-date knowledge of laws and regulations affecting commercial litigation.Skills, Knowledge And ExpertiseJuris Doctor (J.D.) from an accredited law school.Active New York Bar membership. Florida bar membership a plus.3+ years of litigation experience, including substantive foreclosure experience3+ years of litigation experience.Ability to manage litigation cases from inception to resolution.Experience with e-discovery review platforms and litigation protocols concerning ESI.Ability to work effectively in a team environment and contribute to collaborative case strategies.Ability to interact independently with clients and adversaries.Strong legal research, writing, and analytical skills.Excellent courtroom advocacy and negotiation abilities.Ability to manage multiple cases and deadlines efficiently.Strong client service orientation and business acumen.Salary between $140,000 and $170,000 commensurate with experience.Apply now: careers@burghergray.com  Associate – Capital Markets & Finance Group Location: New York CityFirm: BurgherGray LLPPosition Type: Full-Time (In-office 4–5 days per week)About BurgherGray LLPBurgherGray LLP is a dynamic and growing law firm comprised of highly experienced anddiverse attorneys that counsel clients ranging from early-stage companies and public agencies toFortune 100 companies on a range of complex business, transactional, and litigation matters. Ourclients come to us to partner with a diverse law firm that can marry BigLaw sophistication withsmall firm creativity and responsiveness to deliver best value in solving some of their mostcomplex legal challenges.Our Capital Markets and Finance Group represents financial institutions, governmental entities,investment funds, and corporate clients on sophisticated financing transactions that drivebusiness growth and economic development.Position OverviewWe are seeking an experienced Associate to join our Capital Markets and Finance Group in NewYork City. The ideal candidate will have 3–5 years of continuous law firm experience in two ormore of the following areas: structured finance and securitization, public finance, commerciallending, fund finance, or M&A and joint ventures.In addition to supporting the Capital Markets and Finance Group, the ideal candidate willprovide assistance to the firm’s Public Finance Group.Key ResponsibilitiesDraft, review, and negotiate complex finance and transaction documents. Advise clients onfinancing transactions, managing matters from term sheet to closing. Structure and documentjoint ventures and investment transactions. Collaborate with partners and senior attorneys todeliver client-focused solutions. Manage multiple projects under tight deadlines.Minimum Requirements3–5 years of continuous law firm experience at a well-regarded firm in two or more of thepractice areas listed above. Licensed to practice in New York State. Strong commitment todeveloping your craft as an excellent, client-focused lawyer. Exceptional drafting, negotiation,and analytical skills. Ability to work independently and as part of a collaborative team.Compensation and BenefitsSalary between $165,000 and $185,000, commensurate with experience. Medical, dental, andvision benefits; PTO; and 401(k). Senior Associate / Of Counsel – Capital Markets & Finance Group Location: New York CityFirm: BurgherGray LLPPosition Type: Full-Time (In-office 4–5 days per week)About BurgherGray LLPBurgherGray LLP is a dynamic and growing law firm comprised of highly experienced anddiverse attorneys that counsel clients ranging from early-stage companies and public agencies toFortune 100 companies on a range of complex business, transactional, and litigation matters. Ourclients come to us to partner with a diverse law firm that can marry BigLaw sophistication withsmall firm creativity and responsiveness to deliver best value in solving some of their mostcomplex legal challenges.Our Capital Markets and Finance Group represents financial institutions, governmental entities,investment funds, and corporate clients on sophisticated financing transactions that drivebusiness growth and economic development.Position OverviewWe are seeking an experienced Senior Associate or Of Counsel attorney to join our CapitalMarkets and Finance Group in New York City. The ideal candidate will have 5+ years ofcontinuous law firm experience in two or more of the following areas: structured finance andsecuritization, public finance, commercial lending, fund finance, or M&A and joint ventures.In addition to supporting the Capital Markets and Finance Group, the ideal candidate willprovide assistance to the firm’s Public Finance Group.Key ResponsibilitiesDraft, review, and negotiate complex finance and transaction documents. Advise clients onfinancing transactions, managing matters from term sheet to closing. Structure and documentjoint ventures and investment transactions. Collaborate with partners to deliver client-focusedsolutions and develop client relationships. Supervise and mentor junior attorneys. Managemultiple projects under tight deadlines.Minimum Requirements5+ years of continuous law firm experience at a top-tier firm in two or more of the practice areaslisted above. Licensed to practice in New York State. Strong commitment to developing yourcraft as an excellent, client-focused lawyer. Exceptional drafting, negotiation, and analyticalskills. Ability to work independently and as part of a collaborative team.Compensation and BenefitsSalary between $190,000 and $225,000, commensurate with experience. Medical, dental, andvision benefits; PTO; and 401(k). #### Offices Our Offices NEW YORK 1350 BroadwaySuite 1510New York, NY 10018Ph: 646-513-3231F: 646-561-9866 CHICAGO 444 W Lake StSuite 1700Chicago, IL 60606Ph: 312-416-8442F: 646-561-9866 MIAMI 2525 Ponce de Leon Blvd.Suite 300Coral Gables, FL 33134Ph: 305-921-4764 PHILADELPHIA 2929 Arch StreetSuite 1700Philadelphia, PA 19104Ph: 201-603-2561 WASHINGTON, D.C. 1717 Pennsylvania Ave., NWSuite 1025Washington, DC 20006Ph: 202-559-9318F: 646-561-9866 SAN FRANCISCO 505 Montgomery St.11th FloorSan Francisco, CA 94111Ph: 415-567-8025 #### Patrick Valentino Patrick Valentino Partner Practice Areas Real Estate and Community Development Public Finance Hospitality Distressed Assets (212) 381-4091 pvalentino@burghergray.com PATRICK VALENTINOPARTNER | NEW YORKPatrick Valentino is a partner at BurgherGray with approximately 30 years of experience representing clients in commercial real estate and affordable housing transactions. Patrick has negotiated and closed hundreds of commercial real estate transactions including property acquisitions, debt acquisitions and sales, workouts of distressed assets, lending transactions, complex leases and joint venture agreements. Within commercial real estate, Patrick has developed strong expertise in distressed debt acquisitions/sales and commercial leasing. His practice covers all commercial property asset classes with a particular focus in hospitality.Given his prior experience working in investment banking, Patrick supports the firm’s Public Finance Practice, particularly for projects involving a significant commercial real property component.Patrick’s extensive community development work includes projects ranging from the preservation of affordable housing to large scale public/private developments.Before joining BurgherGray, Patrick was a partner at several law firms specializing in complex real estate transactions. Prior to his legal career, Patrick served as a senior professional with several investment banks focusing on public finance, mergers and acquisitions and private equity. Patrick began his career in New York with Merrill Lynch Capital Market’s Public Finance Investment Banking Group.Patrick received his J.D. from Northwestern University Pritzker School of Law and graduated with a B.A. magna cum laude from the State University of New York, at Albany. EducationJ.D., Northwestern University Pritzker School of LawB.A., magna cum laude, Economics, The State University of New York, at Albany Bar Admissions State of California State of New York #### Practice Areas Practice Areas We stand ready to deliver creative and tailor-made solutions and provide exceptionally high-quality advice in all major practice areas. CORPORATE TRANSACTIONAL CYBERSECURITY & DATA PRIVACY Service Details M&A, DIVESTITURES & JOINT VENTURES Service Details CAPITAL MARKETS & FINANCE Service Details PUBLIC FINANCE Service Details HOSPITALITY Service Details LABOR & EMPLOYMENT Service Details INVESTMENT MANAGEMENT Service Details FINANCIALRESTRUCTURING & BANKRUPTCY Service Details CORPORATE & COMMERCIAL TRANSACTIONS Service Details INTELLECTUAL PROPERTY& TECHNOLOGY Service Details PRIVATE CLIENT & WEALTH MANAGEMENT Service Details REAL ESTATE & COMMUNITY DEVELOPMENT Service Details INTERNATIONAL PRACTICE Service Details TAX PRACTICE Service Details BUSINESS LITIGATION APPELLATE LITIGATION Service Details GENERAL BUSINESS LITIGATION Service Details INSURANCE LITIGATION Service Details SECURITIES LITIGATION Service Details CONSUMER CLASS ACTION LITIGATION Service Details WHITE COLLAR DEFENSE & INTERNAL INVESTIGATIONS Service Details ENVIRONMENT LITIGATION Service Details #### PRIVACY POLICY PRIVACY POLICY ABOUT THIS POLICYThis policy describes our practices on the Site. It also applies to emails.  This policy does not apply to our use of employee information. It also does not apply to information we collect from you offline.  You agree to the terms in this policy when you use this Site.  All items described herein are subject to applicable law.COLLECTION OF PERSONAL INFORMATIONVisiting the public areas of our Site does not require you to provide any personally identifiable information, such as your name, address, e-mail address, or phone number (“Personal Information”). Your provision of Personal Information is optional.  The cookies used on the public areas of this Site do not gather Personal Information, although your computer’s browser may automatically provide us with certain other information, such as the date and time of your visit, your computer’s browser type, operating system and IP, and any referring and exiting URLs.LEGALLY REQUIRED DISCLOSUREWe may disclose any information, including Personal Information, we deem necessary, in our sole discretion, to comply with any applicable law, regulation, legal process or governmental request, or for any other legitimate need related to maintenance and running of our Site.THIRD PARTIESExcept as otherwise disclosed in this Privacy Policy, we will not sell, rent or transfer your Personal Information to third parties without your consent. We may, however, use the information you provide in aggregate form for internal business purposes, such as generating statistics and developing marketing plans. We may also collect, store or accumulate certain non-personally identifiable information concerning use of the Site, such as information regarding which of our pages are most visited.We may retain other companies and individuals to perform functions on our behalf. Examples include data analysis firms, hosting companies, storage facilities, and parties that may assist in our hiring process. Such third parties may be provided with access to Personal Information needed to perform their functions for us, but may not use such information for any other purpose. Such third parties may be located in countries that may not be subject to data protection laws similar to those prevailing in the jurisdiction in which such Personal Information is provided to or received by us. However, we require these third parties to adhere to procedures that are at least as restrictive as the procedures we follow ourselves with respect to your Personal Information, including this Privacy Policy.LINKSThe Site may contain links to or from other websites or what happens to you when you visit such sites. Please be aware that we are not responsible for the privacy practices of other websites. We ask you to read the privacy policies of other websites you link to from the BurgherGray Site or otherwise visit.CHANGES TO THIS PRIVACY POLICYWe may revise this Privacy Policy from time to time. If we make changes to our Privacy Policy, we will post the revised policy here or elsewhere on the Site.  The revised policy will apply to all data we have collected through the Site and your continued use of the Site shall mean your acceptance of such revisions.THE INFORMATION BURGHERGRAY COLLECTSAt your option, we collect contact information, including your name and email address. And, we may collect information about the browser you are using. Our web server may store your IP address and domain. We might track the pages you visit. We might look at what site you came from, or what site you visit when you leave us. We collect this information using tracking tools described in this policy. To control those tools, please read the “User Options” section below.HOW INFORMATION IS COLLECTEDWe collect information directly from you when you contact us to ask questions or leave comments.  However, we can also collect information from you passively. We collect personal information about users by using tracking tools like browser cookies, flash cookies, and web beacons. To learn more about how you can control them, read the “User Options” section below.HOW INFORMATION IS USEDThis information can be used to respond to your questions and requests, to improve our Site and update our email lists, to determine what areas of our Site are the most interesting to our visitors, to communicate with you about our relationship, and to share client briefings or events. INFORMATION SHARINGWe may share your information for our business purposes and as legally permitted, including if in response to a court order or subpoena, if a government agency requests it, with third parties who perform services on our behalf, with our business partners if we provide joint services.USER OPTIONSYou can choose not to provide personal information. However, if you do not provide us with certain information some Site features may not work.  You can also choose to configure browser not to accept cookies. If you do so, however, some parts of our Site may not work. You can control cookies and tracking tools. Your browser may give you the ability to control cookies or other tracking tools. If you block or delete cookies, not all of the tracking activities we have described here will stop. Choices you make are both browser and device-specific. Some web browsers have a “Do Not Track” feature. This feature lets you tell websites you visit that you do not want to have your online activity tracked. These features are not yet uniform across browsers. Our Site is not currently set up to respond to those signals. WHERE BURGHERGRAY STORES INFORMATIONOur Site is operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us be transferred to the United States. Subject to applicable law, please also be aware that by using our Site and giving us your information, you consent to such transfer. You also understand that the U.S. may not provide the same level of protections as the laws of your country.SECURITYWe use industry standard means to protect our Site and your information. The Internet is not 100% secure, though. We cannot promise that your use of our Site will be completely safe. We encourage you to use caution on the Internet. POLICY UPDATESFrom time to time we may change our privacy practices. The latest version of this policy will be posted here. Sometimes there may be a material change to this policy that we wish to apply retroactively. If so, we will notify you and obtain your consent to the extent required by law. OPT OUTWe may send you news about new developments. You may choose to opt out of receiving such messages by following the “unsubscribe” link at the bottom of the email or sending an e-mail to info@burghergray.com from the e-mail address at which you are receiving the messages and with a request that your e-mail address be removed.CORRECTING OR UPDATING PERSONAL INFORMATIONIf the personal information we have gathered from you changes, we will gladly correct, update or remove any personal data you have previously provided to us. Please send an e-mail to info@burghergray.com with your corrected information.BURGHERGRAY COOKIE POLICYBurgherGray uses cookies on its Site to distinguish you from other users of our Site. This helps us provide you with a good experience when you browse our Site and also allows us to improve our Site.  A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our Site.  In addition to cookies, BurgherGray uses various widgets and plugins from social media platforms in order to integrate certain functionalities such as sharing posts from those sites onto the BurgherGray website.  Please consult your specific web browser’s cookie settings page for more information on how to remove all or some of the cookies BurgherGray may use.  If you have any questions or concerns about our use of cookies and other tracking technologies, please send us an email at info@burghergray.com. #### Private Client & Wealth Management Practice Area Private Client & Wealth Management OUR EXPERIENCEBurgherGray’s Private Client practice provides comprehensive estate planning, wealth transfer, and fiduciary services to high-net-worth individuals and families. Our attorneys work closely with clients and their financial advisors to develop tailored strategies that preserve and transfer wealth while minimizing tax exposure.Our services include the preparation of wills, revocable and irrevocable trusts, powers of attorney, healthcare directives, and other estate planning documents. We advise on wealth transfer techniques including grantor retained annuity trusts, charitable lead and remainder trusts, family limited partnerships, and generation-skipping transfer planning. We also represent fiduciaries in the administration of estates and trusts.OUR ATTORNEYSOur private client team includes attorneys with experience in sophisticated estate planning and administration at major law firms and trust companies. Team members have expertise in wealth transfer planning, fiduciary representation, and related tax matters.TYPES OF CLIENTSHigh-net-worth individuals and families, business owners planning for succession, corporate executives with equity compensation, fiduciaries including executors, trustees, and guardians, family offices, and charitable organizations and their donors.OUR CLIENTSOur private client practice serves entrepreneurs, executives, professionals, and families with significant assets requiring sophisticated planning and administration services. Practice Area Lead Augusto Egoavil Senior Attorney (646) 513-3231 aegoavil@burghergray.com View Profile #### Pro Bono Pro Bono Service BurgherGray is highly devoted to Pro bono work. We view pro bono service as an integral part of the practice of law, as well as a civic and professional obligation. The firm regularly supports community based not-for-profit organizations through direct financial contributions, pro bono services and board service by our attorneys.Like many of our clients, we at BurgherGray take our civic and professional responsibilities very seriously. As such, the firm is committed to providing pro bono legal services to appropriate individuals and organizations in need. We encourage our attorneys to participate in pro bono activities and we support such efforts with firm resources. Many of our attorneys have answered our call to action, including by serving on non-profit boards of directors. The firm regularly supports community based not-for-profit organizations through direct financial contributions, pro bono services, and board service by our attorneys. #### Professional Team Our Professional Team The delivery of outstanding legal services is made possible by the dedication and talent of our legal and professional business staff. To view our attorneys click here Kevin Hylton Marketing Director View Profile Terry A. Taffe Chief Information Officer View Profile #### PUBLIC FINANCE Practice Area Public Finance OUR EXPERIENCEBurgherGray attorneys represent issuers, beneficiaries, underwriters, and other transaction parties in the issuance of taxable and tax-exempt bonds in the capacities of bond counsel, underwriter’s counsel, disclosure counsel, special counsel, and bank counsel. We shepherd transactions from due diligence to closing, including negotiating, structuring, and drafting agreements; drafting and filing ancillary documents; representing clients in engagements with third parties; and otherwise managing and ensuring optimal execution of each transaction.Our attorneys have represented state and municipal issuers with respect to the issuance of revenue bonds and general obligation bonds. Members of the firm have extensive personal experience in investment banking, with one attorney having worked previously as an investment banker for a housing finance group of a leading investment bank. Our experience as counsel in connection with the structuring and issuance of over $100 billion in structured finance securities and derivative products uniquely enhances BurgherGray’s ability to advise public issuers on matters relating to their financing requirements.OUR ATTORNEYSOur public finance team includes attorneys with decades of experience in municipal bond transactions, including former investment bankers and attorneys from bond counsel practices at major law firms. Team members have extensive relationships with state and local government officials, underwriters, and financial advisors throughout the municipal market.TYPES OF CLIENTSState and local governmental entities, public authorities and agencies, housing finance agencies, healthcare and educational institutions, 501(c)(3) nonprofit organizations, underwriters and remarketing agents, trustees and paying agents, credit enhancers and liquidity providers, and financial advisors.OUR CLIENTSOur public finance clients include state housing finance agencies, municipal issuers, public utilities, transportation authorities, healthcare systems, colleges and universities, and the financial institutions that support public sector financing. Practice Area Lead Robert M. Drillings Partner (646) 513-3231 rdrillings@burghergray.com View Profile #### Real Estate & Community Development Practice Area Real Estate & Community Development OUR EXPERIENCEBurgherGray’s real estate attorneys are seasoned practitioners with extensive experience in the ownership, financing, development, and use of real property. Our practice spans real estate finance, commercial leasing, acquisitions, dispositions, and complex development projects.We represent commercial banks, institutional lenders, developers, investment funds, and public and quasi-public entities in connection with mortgage loans, construction and permanent financings, mezzanine loans, and structured credit facilities. A core component of our practice is advising on the financing of affordable housing, including transactions involving state and city agencies, institutional participants, and public-private partnerships.Our leasing practice is equally robust. We represent both landlords and tenants in sophisticated office and retail leasing transactions across major markets, advising on build-outs, operating covenants, assignment/subletting, and long-term portfolio strategies.We also regularly advise on workouts, restructurings, and foreclosures, as well as all aspects of development, from site acquisition through project completion.OUR ATTORNEYSOur real estate team includes attorneys with experience handling complex transactions at major law firms and in-house at real estate investment, development, and financial institutions. The team brings deep, practical expertise across finance, leasing, acquisitions, and development, allowing us to deliver strategic, business-oriented counsel on highly structured and time-sensitive matters.OUR CLIENTSWe represent a broad and sophisticated range of participants across the real estate industry, including leading financial institutions, public sector and quasi‑governmental entities, and institutional market participants. Our clients include:Commercial banks, insurance companies, and other institutional lendersState and city agencies, as well as public and quasi‑public authoritiesNonprofit organizations and affordable housing sponsorsInstitutional real estate investors and private investment fundsCommercial landlords and tenants, including national office and retail platformsCommercial and residential developers and property ownersHospitality companies and healthcare systemsOur practice is distinguished by its depth of experience advising both private and public sector clients, particularly in complex transactions involving the financing and development of affordable housing and other institutional-grade real estate assets. Practice Area Lead Patrick Valentino Partner (646) 513-3231 pvalentino@burghergray.com View Profile #### Robert M. Drillings Robert M. Drillings Partner Practice Areas Public Finance (212) 913-9768 rdrillings@burghergray.com ROBERT M. DRILLINGS​PARTNER | NEW YORKRobert M. Drillings represents participants in tax-exempt and taxable municipal bond financings, including issuers, as both bond counsel and issuer’s counsel, conduit borrowers, credit enhancers, underwriters and direct purchasers. His experience includes governmental-purpose financings, 501(c)(3 ) bond transactions, financings of public housing and privately developed affordable and mixed-income housing and military housing, transportation and utility facilities, and securitization of government-owned assets including delinquent real property taxes and tobacco master settlement agreement payment streams.Robert’s background in public finance and municipal law is uniquely diverse and sets him apart from other practitioners in his field, as he has moved successfully between the public and private sectors throughout his career. He began his career in the New York City Law Department’s Municipal Securities Division, and went on to be a partner of two nationally known corporate and financial services law firms. He was later the general counsel of a group of New York State public benefit corporations involved in the financing of affordable and mixed-income housing and community development.He has also been the general counsel of the public finance and global infrastructure group of a triple-A-rated bond insurer, where he was also responsible for regulatory and licensure matters and was a member of the company’s credit committee, before moving to the business side of the company as the deputy head of the public finance and global infrastructure group. Robert has developed and implemented innovative solutions for difficult financings and defaulted issues, and, as vice president of another bond insurer, negotiated restructurings and implemented loss mitigation strategies involving defaulted credits.Robert’s broad experience in public finance and related fields equips him to bring to his engagements a perspective that few other bond lawyers have. Having held a visible leadership position in public sector entities that were active financers of real estate development in a major market, as well as having been a member of the management team of a bond insurance company that was owned by an overseas financial services and banking corporation, enables him to more fully identify with and understand the decision-making process that elected officials and businessmen and women wrestle with every day. All of this makes Robert a better adviser, counselor and advocate for them. EducationJ.D., Syracuse University College of Law, magna cum laudeB.A., Brooklyn College, cum laude Bar Admissions State of New York State of Pennslyvania U.S. District Court for the Southern District of New York U.S. District Court for the Eastern District of New York #### Rodney T. Doyle Rodney T. Doyle OF COUNSEL Practice Areas Business Litigation Real Estate and Community Development (646) 513-3231 rdoyle@burghergray.com RODNEY T. DOYLEOF COUNSEL | NEW YORKRodney T. Doyle’s practice involves the handling of a wide range of business litigation matters, including personal injury defense, insurance defense, and general commercial disputes, in various state and municipal courts in New York. Prior to joining BurgherGray, Mr. Doyle, among other things, clerked for a New York State Supreme Court Judge, worked for a law firm specializing in insurance defense litigation, and operated his own independent practice focused on civil litigation matters for both plaintiffs and defendants. Whether at the pleading stage, during the discovery process, in motion practice, at trial or at the appellate level, Mr. Doyle zealously pursues his clients’ interests. He is very familiar with the variety of venues, judges and procedural requirements of the New York Supreme and Civil Courts, where he has been quite successful in securing favorable outcomes on behalf of his clients. Mr. Doyle’s experience as a staff accountant for a bulge bracket accounting firm and as tax counsel for a global financial institution has made him very knowledgeable of, and agile with, financial and accounting concepts and practices, which he leverages to his clients’ benefit in litigation matters involving such concepts EducationJ.D., New York University School of LawCandidate for Masters of Law (L.L.M.) in TaxationA., magna cum laude, Bernard M. Baruch College, CUNY, Accounting Bar Admissions State of New York #### Sandra Honegan-Pounder Sandra Honegan-Pounder Partner Practice Areas Capital Markets and Finance M&A General Corporate & Commercial Transactions Real Estate and Community Development (646) 661-1482 spounder@burghergray.com SANDRA HONEGAN-POUNDERPARTNER | NEW YORKSandra Honegan-Pounder is a Partner at BurgherGray with approximately 20 years of experience representing clients in various corporate and commercial transactional matters. Her principal practice areas are private equity, mergers and acquisitions, leveraged buyouts, capital markets and finance and general corporate and commercial transactions. She regularly advises clients in connection with negotiation and execution of strategic transactions including, mergers, stock and asset acquisitions and dispositions, securities offerings, tax-exempt financings, tender offers, debt private placements, real estate finance, angel investing, structured finance and securitizations, commercial lending transactions and leveraged financing transactions. Sandra has represented acquirers, targets, sponsors, issuers, lenders, borrowers, investment advisors, investors, including public and private companies, commercial banks and domestic and multinational corporations.Sandra received her J.D. from New York University School of Law and her B.S., cum laude, Anthropology, Biology and Chemistry, Lehman College (CUNY). She is admitted to the Bar of the States of New York and New Jersey. EducationJ.D., New York University School of LawB.S., cum laude, Anthropology, Biology and Chemistry, Lehman College (CUNY) Bar Admissions State of New York State of New Jersey #### Securities Litigation Practice Area Securities Litigation OUR EXPERIENCEBurgherGray attorneys represent issuers, underwriters, officers and directors, and other parties in securities litigation matters. Our practice encompasses defense of SEC enforcement actions, shareholder litigation, and securities fraud class actions.We advise clients facing investigations by the SEC and FINRA, responding to subpoenas and document requests, preparing for testimony, and negotiating resolutions with regulators. Our securities litigation practice also includes advising audit committees and special committees in connection with internal investigations and derivative demand response.OUR ATTORNEYSOur securities litigation team includes attorneys with experience defending SEC enforcement actions and securities class actions at major law firms. Team members have handled matters involving accounting restatements, insider trading, and disclosure violations.TYPES OF CLIENTSPublic companies and their officers and directors, audit committees and special committees, underwriters and placement agents, broker-dealers, investment advisers, and individuals facing SEC or FINRA proceedings.OUR CLIENTSOur securities litigation clients include public companies, financial institutions, directors and officers, and other parties subject to securities laws and regulations. Practice Area Lead Jessica Kopas Partner (646) 513-3231 jkopas@burghergray.com View Profile #### START-UPS / EMERGING GROWTH COMPANIES Start-Ups /Emerging Growth Companies “As an Emerging Company or Start-up Enterprise, You Face Unique Challenges that Defy One-Size-Fits All Solutions” As business attorneys, BurgherGray understand the unique challenges of being an emerging or start-up enterprise, including having very limited resources, needing to strongly depend on your lawyer for more than just help to navigate an increasingly complex and intimidating legal and regulatory landscape, and the frequently having to make day-to-day decisions that are a matter of survival.  As the lines between legal and business needs are often blurred, it is even more critical that any legal advice be informed by the realities of your particular circumstances.  Our business experience and our interdisciplinary team of lawyers make us particularly suited to the challenge.At BurgherGray, we understand your need as an emerging or small business to partner with lawyers or law firms that are willing to roll up their sleeves and get in the trenches and who are committed to be there to provide the customized guidance small businesses and start-ups need as they grow their business. Given the heightened dependence of emerging and start-up business on their attorneys, we understand the importance that they have reasonable access to their attorneys. We understand how frustrating it can be when you are left for extended periods of time to wonder about the latest status of your case or transaction and not being able to reach your attorney.  As such, our staffing model not only promotes cost efficiency but also ensures that you have access to senior lawyers who communicate with you regularly, and who are otherwise fully engaged in each matter.When you choose to partner with us, you get sophisticated legal services at prices you can afford. To ensure this, we strive to always maximize our value to you by fostering a relationship that transcends the basic fee-for-service relationship.  We do this especially for smaller clients like you, with whom we often have to be particularly creative in structuring fee arrangements that work. We believe in, and are committed to your long-term success and so we invest the time and energy to learn and understand your business model and growth plan, leveraging our industry and business experience to your benefit. #### Tax Practice Practice Area Tax Practice OUR EXPERIENCEBurgherGray’s Tax Practice provides federal, state, and local tax advice in connection with business transactions, entity structuring, and tax controversy matters. Our attorneys work alongside our transactional and litigation teams to ensure that tax considerations are appropriately addressed across all client matters.We advise on the tax aspects of mergers and acquisitions, financing transactions, real estate transactions, partnership and LLC structuring, executive compensation, and other business matters. Our practice also encompasses tax planning for investment funds, including partnership allocations, carried interest arrangements, and fund structuring.OUR ATTORNEYSOur tax team includes attorneys with experience in tax planning and controversy at major law firms and accounting firms. Team members have expertise in corporate, partnership, and international tax matters.TYPES OF CLIENTSCorporations and their shareholders, partnerships and LLCs, private equity and investment funds, real estate investors and developers, executives with equity compensation, and taxpayers facing IRS or state tax controversies.OUR CLIENTSOur tax clients include businesses across industries, investment funds, real estate investors, and individuals with complex tax planning needs and controversies. Practice Area Lead Chuck Katz Partner (224) 422-2412 ckatz@burghergray.com View Profile #### TERMS OF USE TERMS OF USE Your use of our website on which these terms reside (the “Site”) and any features on the Site are subject to our Terms of Use,, which includes and incorporates our Privacy Policy (collectively, the Agreement”) which we may update from time to time. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to BurgherGray LLP (“BurgherGray”), you agree to and are bound by the Agreement. If you do not agree to this Agreement, please do not use this Site.  This Agreement is subject to applicable law.BurgherGray reserves the right to revise and update this Agreement at any time and for any reason, with or without notice or obligation. Your use of this Site after we post any changes constitutes your agreement to those changes and your agreement to be bound by any such revisions. You agree to periodically review this Agreement to ensure you are familiar with the most recent version. You agree that you do not have any rights in this Site and that BurgherGray will have no liability to you if this Site is discontinued or your ability to access the Site is restricted.JURISDICTIONThe Site is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement.  The Site may not be appropriate or available for use in some jurisdictions outside of the United States.    If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules, and regulations.  We may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.NOT LEGAL ADVICEWHILE THE INFORMATION ON THE SITE CONCERNS LEGAL ISSUES, IT IS NOT LEGAL ADVICE.  MOREOVER, USE OF THE SITE IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A SOLICITATION FOR THE FORMATION OF AN ATTORNEY-CLIENT RELATIONSHIP; NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED THROUGH YOUR USE OF THE SITE.  MOREOVER, NEITHER RECEIPT OF INFORMATION PRESENTED ON THIS SITE NOR ANY EMAIL OR OTHER ELECTRONIC COMMUNICATION SENT THROUGH THIS SITE WILL CREATE AN ATTORNEY-CLIENT RELATIONSHIP, AND ANY SUCH EMAIL OR COMMUNICATION WILL NOT BE TREATED AS CONFIDENTIAL.  NO USER OF THIS SITE SHOULD ACT OR REFRAIN FROM ACTING ON THE BASIS OF INFORMATION INCLUDED ON THIS SITE WITHOUT SEEKING LEGAL ADVICE OF COUNSEL IN THE RELEVANT JURISDICTION.  WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENTS OF THIS SITE.  THIS SITE MAY BE DEEMED TO BE ATTORNEY ADVERTISING.By entering this Site you acknowledge and agree that any communication or material you transmit to this Site or BurgherGray, in any manner and for any reason, will not be treated as confidential or proprietary. Furthermore, you acknowledge and agree that any ideas, concepts, techniques, procedures, methods, systems, designs, plans, charts, or other materials you transmit to BurgherGray may be used by BurgherGray, anywhere, anytime, and for any reason whatsoever.While we would like to hear from you, please do not send us any information about any matter that may involve you until you receive a written statement from us that we represent you (an engagement letter).PROPRIETARY RIGHTSContent on this Site that is provided by BurgherGray, or its licensors, including, but not limited to, certain graphics, photographs, images, screen shots, text, digitally downloadable files, audio, videos, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“BurgherGray Content”) is the property of BurgherGray and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.You agree not to download, display, or use any BurgherGray Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of BurgherGray, in any other manner that is likely to cause confusion among consumers, that disparages or discredits BurgherGray and/or its licensors, that dilutes the strength of BurgherGray’s or its licensors’ property, or that otherwise infringes BurgherGray’s or its licensors’ intellectual property rights. You further agree to, in no other way, misuse any BurgherGray Content or third party’s content that appears on this Site.By entering this Site you acknowledge and agree that any name, logo, trademark, or service mark contained on this Site and all BurgherGray Content is owned or licensed by BurgherGray or its licensees and may not be used by you without prior written approval. BurgherGray will aggressively enforce its intellectual property rights to the full extent of the law. Nothing contained in this Site shall be construed as granting a license or other rights under any patent, trademark, copyright, or other intellectual property of BurgherGray.REPRESENTATIONS AND LIMITATIONS OF LIABILITYBy entering this Site you acknowledge and agree that the Site is provided on an “as is, as available” basis. No warranties, express or implied, including but not limited to those of merchantability or fitness for a particular purpose, are made with respect to this Site or any information or software therein. You agree that your use is at your own risk and that, under no circumstance (including negligence), shall BurgherGray or any of the parties involved in creating, producing, or delivering this Site shall be liable for any direct, incidental, special, consequential, indirect, or punitive damages, or any other losses, costs, or expenses or any kind (including legal fees, expert fees, or other disbursements) which may arise, directly or indirectly, through the access to, use of, or browsing of this Site or through your downloading of any materials, data, text, images, video or audio from this Site, including but not limited to anything caused by any viruses, bugs, human action or inaction or any computer system, phone line, hardware, software or program malfunctions, or any other errors, failures or delays in computer transmissions or network connections even if BurgherGray has been advised of such damages. Nor shall BurgherGray be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance whether or not caused by events beyond BurgherGray’s reasonable control, including but not limited to acts of god, communications line failure, theft, destruction, or unauthorized access to this Site’s records, programs, or services. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; as a result, the above limitation or exclusion may not apply to you.Although the information contained in the Site is based upon up-to-date information, and while BurgherGray makes all reasonable efforts to insure that all material on this Site is correct, accuracy cannot be guaranteed and BurgherGray makes no warranties or representations as to its accuracy.LINKS TO THIRD PARTY WEBSITESAlthough this Site may be linked to other sites, BurgherGray is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein. By entering this Site you acknowledge and agree that BurgherGray has not reviewed all the sites linked to this Site and is not responsible for the content of any off-site pages or any other site linked to this Site. Your linking to any other off-site pages or other sites is at your own risk.INDEMNITYExcept to the extent prohibited under applicable law, you agree to defend, indemnify and hold us or our affiliates harmless from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site or (b) any violation of this Agreement by you.GOVERNING LAW; DISPUTE RESOLUTIONYou hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in New York, New York, U.S.A., and waive any jurisdictional, venue, or inconvenient forum objections thereto.MISCELLANEOUSThis Agreement does not create any partnership, joint venture, employer-employee, agency, franchisor-franchisee, or exclusive relationship between you and us.  If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision.  You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.  No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.  This Agreement hereby incorporates by this reference any additional terms that we post on the Site (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.  Notices to you may be made via posting to the Site, by email, or by regular mail, in our discretion.Any inquiries concerning these Terms of Use should be directed to info@burghergray.com or to the following address:BurgherGray LLP1350 BroadwaySuite 406New York, NY 10018 #### Thomas L. Peterson Thomas L. Peterson OF COUNSEL Practice Areas Intellectual Property and Technology (646) 513-3231 tpeterson@burghergray.com THOMAS L. PETERSONOF COUNSEL | WASHINGTON, D.C.Thomas L. Peterson has been in private practice for more than 25 years and counsels clients in a wide range of intellectual property and business law matters. He has represented numerous Fortune 500 companies, including Toshiba Corporation, Scientific-Atlanta, Georgia-Pacific, Nike, and Bell Atlantic (now Verizon). He has successfully prepared and prosecuted hundreds of patent applications before the U.S. and foreign patent offices, been engaged in numerous contested proceedings involving intellectual property matters and has assisted clients in negotiating and concluding many technology transfer agreements.Mr. Peterson counsels clients in a wide range of intellectual property law matters, including patent and trademark application preparation and prosecution, litigation, unfair competition, licensing and related antitrust and trade matters. During the course of his career, he has held numerous positions having major responsibility for the patent portfolios of many industry leaders in the electrical and electronics fields.In addition to advising clients, Mr. Peterson has taught as an adjunct professor at George Mason University School of Law and Howard University School of Law. He has also written numerous papers and articles on various intellectual property law matters and participated in many panel discussions before law and business groups related to intellectual property law.Prior to entering law school, Mr. Peterson was an engineer at the Packard Electric Division of General Motors. After graduating from law school, Mr. Peterson worked for a year at the U.S. Patent and Trademark Office as a patent examiner before entering private practice. Mr. Peterson was a partner at Merchant & Gould, P.C. prior to joining the firm. EducationJ.D., Cleveland-Marshall College of LawB.S., Youngtown State University, Electrical Engineering Bar Admissions District of Columbia United States Supreme Court Court of Appeals, Federal Circuit United States Patent and Trademark Office Court of Appeals, District of Columbia #### White Collar Defense & Internal Investigations Practice Area White Collar Defense & Internal Investigations OUR EXPERIENCEWhen government investigations, whistleblower allegations, or corporate crises threaten a company’s leadership, operations, or reputation, clients turn to BurgherGray to take control of the situation quickly and strategically. Our White Collar Defense & Internal Investigations team includes a former federal prosecutor and experienced trial lawyers who represent corporations, executives, boards of directors, financial institutions, healthcare companies, nonprofits, and other organizations in high-stakes criminal, regulatory, and internal matters nationwide.Our attorneys defend clients in investigations and enforcement actions involving the U.S. Department of Justice, SEC, FINRA, state Attorneys General, and other federal and state enforcement agencies. We regularly handle matters involving securities fraud, healthcare fraud, False Claims Act allegations, public corruption, antitrust investigations, money laundering, tax-related investigations, campaign finance issues, wire and mail fraud, obstruction allegations, and other complex corporate misconduct matters.Clients often engage us before charges are filed or enforcement decisions are made. We guide companies and executives through subpoenas, grand jury investigations, search warrants, witness interviews, regulatory inquiries, and parallel civil and criminal proceedings, while managing the legal, operational, and reputational risks that accompany government scrutiny. We understand how prosecutors and regulators build cases because many of our attorneys previously served inside the government agencies now investigating our clients.BurgherGray also conducts sensitive internal investigations for boards of directors, audit committees, executive leadership, and in-house counsel. We investigate allegations involving financial misconduct, whistleblower complaints, executive wrongdoing, accounting irregularities, employee theft, conflicts of interest, harassment and retaliation claims, data misuse, and compliance failures. Our investigations are designed not only to uncover facts, but to help clients regain control of rapidly evolving situations, make informed decisions, and position themselves effectively with regulators, stakeholders, and potential adversaries.In addition to investigations and defense work, we provide practical, business-focused corporate compliance counseling tailored to today’s aggressive enforcement environment. We advise clients on compliance program development, whistleblower and escalation procedures, internal investigation protocols, document preservation obligations, executive and employee training, anti-retaliation safeguards, and regulatory response strategies. Our goal is straightforward: identify risk early, strengthen internal controls, and help clients avoid becoming the next enforcement headline.Our attorneys have significant experience advising clients across highly regulated industries, including healthcare, pharmaceuticals, financial services, manufacturing, nonprofit organizations, and professional services. Whether responding to a government investigation, conducting an internal investigation, or counseling leadership through a corporate crisis, BurgherGray brings the judgment, credibility, and trial-ready experience clients need when the stakes are highest.OUR ATTORNEYSOur White Collar Defense & Internal Investigations team includes a former federal prosecutor, senior trial lawyers, and regulatory counsel with experience at leading law firms and inside government enforcement agencies. Attorneys on the team have handled high-stakes criminal, regulatory, and internal matters involving the DOJ, SEC, FINRA, state Attorneys General, healthcare regulators, and other enforcement authorities across a broad range of industries.Team members regularly advise boards of directors, audit committees, executives, and in-house counsel on government investigations, internal investigations, corporate compliance, crisis management, and regulatory exposure. Drawing on years of prosecutorial and trial experience, our attorneys understand how enforcement agencies build cases, assess cooperation, and evaluate corporate conduct—insight that allows us to guide clients strategically from the earliest stages of an investigation through resolution or trial.TYPES OF CLIENTSPublic and private companies, corporate executives, boards of directors, healthcare and pharmaceutical companies, financial institutions, broker-dealers, investment advisers, manufacturers, nonprofit organizations, political organizations, professional service firms, and other businesses facing government investigations, internal misconduct allegations, regulatory scrutiny, compliance challenges, or high-risk litigation.OUR CLIENTSOur clients include corporations, executives, healthcare organizations, pharmaceutical companies, financial services firms, manufacturers, nonprofit entities, investment advisers, broker-dealers, political organizations, and other businesses navigating government investigations, internal investigations, regulatory enforcement actions, compliance matters, and complex white collar disputes. Practice Area Lead Mark M. Lee Senior Counsel (201) 603-2561 ext. 5868 mlee@burghergray.com View Profile #### Who We Serve Who We Serve Large Foundational Businesses​ “Leveraging Our Size, Efficiency, Nimbleness and Creativity to Deliver Best Value” At BurgherGray, we are cognizant of your need to control legal services cost as you try to manage and work within the constraints of a legal budget.  We are also aware of the tension that exists between those objectives with the traditional hourly billing model.  We therefore focus on delivering best value by employing a lean-staffing philosophy, offering alternative fees arrangements, maximizing efficiency, and maintaining a low overhead cost structure that allows us to offer fees that are significantly less than those charged by large corporate law firms for comparable matters.Our goal for each client is to build a long-term partnership in which we are viewed by that client as a trusted advisor and a long-term partner. In this regard, we go above and beyond the delivery of great service that you would naturally expect and deserve, and so a partnership with BurgherGray is often characterized by added value that include proactive advice and counsel, cutting edge industry insights, CLEs, innovative approach to problem-solving, alternative fee structures, long-term commitment to client and to understanding clients’ business, strategic objectives, history and values, free legal research and a conscious effort to connect you to valued resources. In working with BurgherGray, you will consistently have access to partners and senior lawyers who communicate you regularly, and who are otherwise fully engaged in each matter.At BurgherGray, we also share your deep commitment to diversity as a business proposition and, as a certified minority-owned law firm by the State and City of New York and the National Minority Supplier Development Council, New York and New Jersey Council, and is a member of the National Association of Minority & Women Owned Law Firm, we are well positioned to assist our clients in achieving their supplier and other diversity goals. Middle Market Enterprises “You Should Not Have to Feel Like a Second-Class Citizen to Get Top Quality Legal Representation, Regardless of Size” At BurgherGray, we treat each client relationship as a valued relationship regardless of client size—the attention and quality of the service you receive is not determined by the amount of fees to be generated from the relationship.  We are focused on building a long-term partnership based on trust and shared values. Although we use hourly billing where appropriate, we don’t nickel and dime our clients.  We look for ways to align our interests with those of our clients by focusing on win-win approaches that maximize value for our clients. We provide BigLaw sophistication and experience with a small firm touch.Our senior attorneys have all honed their legal skills in large corporate law firms, at in-house legal departments of large corporations and/or at governmental agencies working on some of the most complex transactions and business litigation matters. We marry the quality and sophistication of legal services you might expect from a large corporate law firm with the cost-efficiency, creativity and responsiveness of a small law firm.  When you choose to partner with us, you get the best of both worlds.At BurgherGray, we are not overly beholden to tradition and we pride ourselves on thinking outside of the box.  We are facilitators, not obstructionists.  We don’t provide legal advice in a vacuum.  Rather than simply saying “no” to your proposed course of action or solution, we partner with you to find a suitable alternative means of getting to a “yes.” We also understand that, in order to stay ahead of the competition and offer the best products and services, you have to constantly innovate and anticipate the changing needs, desires/tastes and challenges of your customers. Our unrelenting commitment to deliver best value for you is one of the most important things that set us apart from our competition. Start-Ups / Emerging Growth Companies “As an Emerging Company or Start-up Enterprise, You Face Unique Challenges that Defy One-Size-Fits All Solutions” As business attorneys, BurgherGray understand the unique challenges of being an emerging or start-up enterprise, including having very limited resources, needing to strongly depend on your lawyer for more than just help to navigate an increasingly complex and intimidating legal and regulatory landscape, and the frequently having to make day-to-day decisions that are a matter of survival.  As the lines between legal and business needs are often blurred, it is even more critical that any legal advice be informed by the realities of your particular circumstances.  Our business experience and our interdisciplinary team of lawyers make us particularly suited to the challenge.At BurgherGray, we understand your need as an emerging or small business to partner with lawyers or law firms that are willing to roll up their sleeves and get in the trenches and who are committed to be there to provide the customized guidance small businesses and start-ups need as they grow their business. Given the heightened dependence of emerging and start-up business on their attorneys, we understand the importance that they have reasonable access to their attorneys. We understand how frustrating it can be when you are left for extended periods of time to wonder about the latest status of your case or transaction and not being able to reach your attorney.  As such, our staffing model not only promotes cost efficiency but also ensures that you have access to senior lawyers who communicate with you regularly, and who are otherwise fully engaged in each matter.When you choose to partner with us, you get sophisticated legal services at prices you can afford. To ensure this, we strive to always maximize our value to you by fostering a relationship that transcends the basic fee-for-service relationship.  We do this especially for smaller clients like you, with whom we often have to be particularly creative in structuring fee arrangements that work. We believe in, and are committed to your long-term success and so we invest the time and energy to learn and understand your business model and growth plan, leveraging our industry and business experience to your benefit. #### William C. Martin William C. Martin OF COUNSEL Practice Areas Technology General Corporate & Commercial Transactions (646) 741-7114 wmartin@burghergray.com WILLIAM C. MARTINOF COUNSEL | NEW YORKWilliam C. Martin, Of Counsel at BurgherGray LLP, brings over two decades of diverse legal expertise to startups, emerging growth companies, and institutional clients. His practice encompasses commercial transactions, data privacy and cybersecurity, employment law and compliance, and federal litigation. William’s unique blend of legal acumen, technical knowledge, and business savvy enables him to effectively address complex legal challenges.As a seasoned transactional counsel, William excels in drafting and negotiating intricate commercial agreements, including SaaS licensing, data privacy agreements, and procurement contracts. His strategic approach aligns legal strategies with corporate objectives, fostering revenue growth and market expansion. William’s distinguished career includes roles as an Assistant U.S. Attorney in the Northern District of California’s criminal division, positions at prestigious firms like Jones Day, DLA Piper, and Jenner & Block LLP, and judicial clerkships with the U.S. Court of Appeals for the Seventh Circuit and U.S. District Court for the Northern District of Illinois.Renowned for his polished negotiation skills and technological proficiency, William collaborates seamlessly with sales and product teams to close deals efficiently. He guides cross-functional teams through complex, time-sensitive projects, delivering practical solutions with emotional intelligence and strategic insight.William holds a J.D. from the University of Michigan Law School and a B.S. in Computer Systems Engineering from Stanford University. He is admitted to practice in California and Illinois. 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