Litigation has been a central focus of our practice since our firm’s founding 50 years ago.

As disputes have evolved, our practice has, too: week after week, we appear not only in federal court and the Commercial Division, but also before the SEC, FINRA, JAMS, and the AAA, as well as in private mediations and settlement conferences.

Our trial lawyers handle disputes involving a broad spectrum of securities and commodities products, as well as other complex financial instruments and investment vehicles, from private disputes to civil lawsuits to regulatory and enforcement investigations to federal jury trials.

Unlike most securities firms, we are experts at representing both plaintiffs and defendants in complex commercial and investment disputes, including those involving partnership disagreements, business divorces, market manipulation, fraud, breaches of fiduciary duty, churning, insider trading, liquidation of margin accounts, sales practice abuses, shareholder actions, Section 10(b) and Rule 10b-5 claims, RICO claims, and Ponzi schemes.

We also are excellent white-collar defense lawyers who have handled dozens of jury trials, negotiated scores of plea, non-prosecution. and other voluntary resolutions. We regularly obtain below-Guidelines sentences and criminal penalties. We are particularly skilled at handling criminal defenses cases that involve overlapping complex civil actions, including bankruptcies and SIPC proceedings.

In addition to our trial work, we regularly represent our clients on appeal before the federal Second Circuit and New York’s First Department. Practicing both trial and appellate work allows us to pair big-picture strategy with ground-level impact.

Besides litigation and arbitration, we have deep relationships with securities and financial services enforcers and regulators, including the Department of Justice, United States Attorney’s Offices for the Southern and Eastern Districts of New York, the SEC, and FINRA.

Corporate entities in a broad range of industries also retain GKN to conduct comprehensive internal investigations in response to suspicions and allegations of misconduct. We regularly lead these examinations on behalf of businesses, their investors, and various governance bodies, such as Boards of Directors and audit committees.

With decades of experience in the full spectrum of corporate and securities transactions, including financing transactions, we work to structure innovative and sophisticated transactions and financing mechanisms to create opportunities. We bring a heightened sensitivity to the different issues facing issuers, investors, broker-dealers, underwriters, investment banks, high- and ultra-high-net-worth individuals, family offices, private equity and venture capital firms and hedge funds. By acting as trusted advisors to our clients as they seek to protect or grow their businesses, we are often able to identify and structure creative transactions and financings to achieve their business goals.

We have guided numerous privately-held and publicly-held clients through all stages of their financing and growth from initial “friends and family” seed rounds, including SAFEs, preferred rounds, private placements, bridge loans to registered direct offerings, initial, follow-on and secondary public offerings, PIPEs, and SPV financings, as well as debt financings of all types and structures, including senior bank debt and accounts receivable and asset-based financings and senior and subordinate private debt and refinancings thereof.

On behalf of publicly-held companies, in addition to working together to prepare and file all required SEC filings and reports, including periodic reports, registration statements, Form 3, 4 and 5 and 13Ds and 13Gs, we also provide counsel in connection with stock repurchase programs, tender offers, proxy contests, debt and equity redemptions, rights offerings, warrant exercise solicitations, and going-private and exchange offer transactions.

For decades, our M&A lawyers have negotiated transactions on behalf of a variety of stakeholders in a wide variety of domestic and international industries. We primarily structure middle-market acquisitions, divestitures, mergers of public and private companies and their subsidiaries, privately-negotiated sales, joint ventures, strategic alliances, SPACs, and reverse mergers. 

We support public and private clients in full-scale restructurings and workouts, as well as renegotiations of credit facilities and innovative methods of scaling back debt. With a strong client base in the hedge fund and private equity space, we help these clients protect their investments in portfolio companies with highly-leveraged balance sheets. We work with clients to dispose of non-performing assets, secure bank and other types of financing, and reposition a business for future growth.

Due to our deep understanding of fiduciary duties and liabilities and the myriad of ever-changing and broadening responsibilities of Boards of Directors in general and in specific and often high-stakes situations, including financings and M&A transactions, we work closely with both private company and public company Boards of Directors and committees thereof, including both independent and inside committees, to advise and guide them through a broad range of ordinary and more nuanced situations and transactions.

We also represent our investment advisor and fund clients through their entire lifecycle from establishment, negotiation of the limited liability or partnership agreements, and advisory arrangements obtaining regulatory approvals, capital raises, purchases and acquisitions of targeted securities, including through private markets and / or purchases of fund interests in other funds, including in series LLC and SPV vehicles.

Established five decades ago with a former Chief Attorney of the SEC’s Division of Enforcement, Gusrae Kaplan has cultivated a reputation as a go-to firm for the many complex regulatory issues facing financial services firms.

We have structured and formed broker–dealers and investment advisers and provided value-added guidance on the initial considerations relating to corporate and tax structure, seed investments and ongoing capital arrangements. The most critical aspects of formation involve the development and implementation of robust compliance policies and procedures. These programs, the insurance and assurance between the broker-dealer and its clientele, are key differentiators in broker-dealer marketing, business development, customer relationships and strategic alliances. They are also the best way to insulate the firm from regulatory inquiry and preserve the investment professional’s most precious asset: reputation.

With an entity under way, we move on to registration and membership requirements, applications and subsequent coordination with the SEC, CFTC, FINRA, NFA and state regulators. If and when the time comes, we also help our clients dissolve.

Many clients count on Gusrae Kaplan as advisors from formation through dissolution. We also are able to tailor our efforts to our client’s specific needs on narrower projects.