Vincent Roldan Lands Special/ Conflicts Counsel Role In Reader’s Digest Bankruptcy

Through Vincent J. Roldan, Vandenberg & Feliu has been retained to act as special/ conflicts counsel to the Official Committee of Unsecured Creditors in the Chapter 11 case of Reader’s Digest (In re RDA Holding Co., Bankr. S.D.N.Y. 13-22233).  In that role, Mr. Roldan will be advising the Committee in its investigation into the validity and extent of liens and claims of the Debtors’ prepetition secured lenders, and will appear on behalf of the Committee to the extent that the Committee’s main counsel is conflicted.

On April 30, 2013, the Bankruptcy Court for the Southern District of New York entered an order approving Vandenberg & Feliu’s retention.

Victory! Court reverses itself and grants Phipps’ motion.

In an unusual decision, the motion of our client Phipps Houses Services, Inc. for reconsideration of a prior decision denying its motion to remand its complaint to state court was granted. Phipps brought a claim for breach of contract in New York state court, alleging that New York Presbyterian Hospital had failed to reimburse Phipps for certain pension obligations. The defendant removed the action to federal court, claiming that Phipps’ state law claim was preempted by the federal ERISA statute. Phipps’ motion to remand the case  to state court was denied. Upon reconsideration, however, the court reversed itself and granted the motion because Phipps’ claim was not asserted in its role as an ERISA fiduciary, but rather in order to protect its economic interests in obtaining reimbursement from the hospital. This was a significant victory for our client because a finding that the contract claim was preempted by federal law could have had an adverse effect on Phipps’ ability to recover amounts it had paid on behalf of the hospital.

The motion can be accessed using this link.

Hail to the Chief!

Congratulations to Bertrand C. Sellier, who was recently sworn in as Mayor of Pelham Manor, New York by the Hon. Sidney H. Stein, U.S. District Judge for the Southern District of New York.

In addition to fulfilling his duties as both Mayor of Pelham Manor and partner in the Litigation Department at Vandenberg & Feliu, Mr. Sellier encourages students interested in politics to get involved. “The best thing to do if you want to get involved in politics is find someone that you really like and respect and volunteer on his or her campaign.”

Also serving his community in Pelham Manor is Vandenberg & Feliu Managing Partner, Raymond L. Vandenberg, who was sworn in as Village Trustee for a second term.

Randy Sellier successfully argues appeal in the Appellate Division

On behalf of our client, Randy Sellier successfully argued an appeal in the Appellate Division, Second Department from a decree of the Surrogate’s Court, Westchester County which admitted a will and codicil to probate. In a unanimous decision, the Second Department accepted our client’s position that as a potential objectant she had an unconditional right to conduct examinations and obtain discovery pursuant to Section 1404 of the Surrogate’s Court Procedure Act, and the denial of that right required the reversal of the decree. This decision is significant because an affirmance of the Surrogate would have resulted in a substantial erosion of potential objectants’ rights under SCPA 1404 to obtain information and make an informed decision about possible objections to probate. 

The Supreme Court of the State of New York Decision can be viewed here.

Michael Poster advises buyers of Varèse Sarabande Records Inc.

Michael Poster, with the assistance of corporate counsel Roy G. Locke, Jr. and tax counsel Mario Fulgieri, advised Wood Creek Capital Management LLC and Cutting Edge Group in connection with their acquisition of Varèse Sarabande Records, Inc., a Los Angeles-based record label specializing in film soundtracks.  Mr. Poster also represented Wood Creek in connection with financing this acquisition and future transactions involving Cutting Edge Group.  Additional information about this transaction is available at http://www.nytimes.com/2013/01/07/business/media/cutting-edge-group-buys-varese-sarabande.html?_r=0.  

Monica McCabe selected to become a member of the International Trademark Association’s Panel of Neutrals

Monica McCabe has been selected to become a member of the International Trademark Association’s Panel of Neutrals (also known as the Trademark Mediators Network).  Ms. McCabe was chosen by the Selection Committee after review of a large number of qualified applicants.  INTA’s innovative Alternative Dispute Resolution  program has been very successful in resolving trademark and unfair competition disputes without litigation.

Since the inception of the Panel of Neutrals, INTA has maintained high standards for its neutrals. To meet these standards, neutrals must have substantive legal knowledge coupled with training in mediation.  A new website Trademark Mediators Network listing all neutrals will launch in early January of 2013.

Vandenberg & Feliu LLP Named by Martindale-Hubbell as one of the “2013 U.S. Top Rated Law Firms.”

Vandenberg & Feliu LLP has been recognized by Martindale-Hubbell as one of the “2013 U.S. Top Ranked Law Firms,” based on the AV rating of a high percentage of our attorneys.

Congratulations to the entire firm for this prestigious achievement!

Roy G. Locke, Jr., of Vandenberg and Feliu LLP, elected to represent the 5th Ward of the Borough of Roselle as a borough councilman.

On November 6, 2012, Mr. Roy Locke, Jr., of Vandenberg and Feliu LLP, was elected to represent the 5th Ward of the Borough of Roselle as a borough councilman. Mr. Locke will serve a three year term commencing in January 2013 where he will be overseeing a major 60-acre real estate development project in the Borough’s 5th Ward.

The Firm’s Managing Partner, Raymond Vandenberg, is Quoted in IFLR Article on the New York State Department of Financial Services’ (DFS) case against Standard Chartered.

The firm’s managing partner, Raymond Vandenberg, was recently quoted in an IFLR article concerning the New York State Department of Financial Services’ (DFS) case against Standard Chartered. An except of the article reads as follows:

Vandenberg & Feliu’s New York-based managing partner Raymond Vandenberg said there was a perception in the US that some of the regulators had accepted sanctions only ostensibly. “The US has a fairly moralistic view of things, and has consequently imposed a full-blown enforcement of sanctions against Iran applicable to most individuals and businesses whatever the size or type,” he said. “Whereas in Europe, and other parts of world geographically closer to Iran, there’s more of a temptation not to impose sanctions so fully because of the impact doing so will have on key business needs, for oil for example.”

The full article can be accessed here.

Vandenberg & Feliu LLP Listed in the IFLR 1000

Vandenberg & Feliu LLP has been listed among the short group of “notable firms” for US mergers & acquisitions in the IFLR 1000, an international publication devoted to the top financial law firms in the world.   This prestigious accolade demonstrates how the media and marketplace have come to understand what our clients already know, namely our commitment to client-focused, practically-minded transactional advise coupled with outstanding and efficient service.

The IFLR 1000 Leading Financial Law Firm Overview for Mergers and Acquisitions can be seen here.

Al Feliu is Recognized for Excellence in the Field of Alternative Dispute Resolution as a Charter Member of the New York Chapter of the National Academy of Distinguished Neutrals.

The National Academy of Distinguished Neutrals is pleased to announce the launch of our New York Chapter - The New York Academy of Mediators & Arbitrators (NYAMA). The Academy is an invitation-only association whose membership consists of mediators and arbitrators distinguished by their hands-on experience in the field of civil/commercial conflict resolution and by their commitment to the practice of alternative dispute resolution.

Just 56 attorneys and judges have been recognized as Charter Members of the NY Academy, including a majority of the state’s most widely-accepted ADR professionals across all regions of the state. 

The full article can be accesssed here.

Vince Roldan on Trustee Standing

Vince Roldan’s article published on Law360 discusses two cases analyzing a trustee’s standing to pursue avoidance actions where creditors had been paid in full: Adelphia Recovery Trust v. Bank of America NA, 390 B.R. 80 (S.D.N.Y. 2008) and MC Asset Recovery LLC v. Commerzbank A.G., (In Re Mirant Corp.) (5th Cir. March 20, 2012). Roldan concludes that despite reaching different holdings, the two cases are reconcilable.

The full article can be accessed here.

Vince Roldan on Recent Chapter 11 Bankruptcy Rulings

Vince Roldan’s recent article published in Law360 discusses two bankruptcy cases, In re JER/Jameson Mezz Borrower II, 461 B.R. 293 (Bankr. D. Del. 2011),and In re General Growth Properties Inc., 409 B.R. 193 (Bankr. S.D.N.Y. 2009), which reinforce the importance of careful planning in Chapter 11 bankruptcy filing. In re General Growth encourages the filing of a Chapter 11 petition sooner rather than later, and In re JER reveals the risk and possible consequence of filing too late.

Full article available here. 

Overcrowding at the Employee Bulletin Board: Make Room for Another Government Poster

A common misconception among non-union Employers is that they do not have to worry about or pay attention to the federal law known as the National Labor Relations Act (“NLRA”).  This perception-that the NLRA only governs union-management interaction-is inaccurate, since the NLRA covers “Employers” engaged in interstate commerce, regardless of whether they are unionized, or the subject of a union organizing campaign. 

More importantly, the NLRA protects employees-even employees who are not unionized-when the employees engage in “protected, concerted activity.”  A simple definition of protected, concerted activity would be when two or more employees act together to improve their wages, hours or other terms and conditions of employment.  The conduct of one employee can also be deemed both “protected” and “concerted” when the employee is acting on the authority of other employees, bringing group complaints to the employer’s attention, trying to induce group action, or seeking to prepare for group action.

The fact that non-union employees have rights under and are protected by the National Labor Relations Act will gain additional traction in the coming weeks and months.  In late 2010, the National Labor Relations Board (“NLRB”), the federal agency responsible for enforcing the NLRA, issued a rule requiring employers to post notices informing employees of their rights under the NLRA.  Despite a prolonged comment period, and litigation seeking to derail this rule, the rule is now set to go into effect on Monday April 30, 2012.

What does this new rule require?  A summary of the more significant requirements is set forth below.  All requirements, as well as the poster itself, can be found on the NLRB’s website. 

        1.      All Employers “subject to the NLRA” are required to post this notice.  Generally, the NLRB asserts jurisdiction over any Employer in the retail industry that has a gross annual volume of business of more than $500,000.  With non-retail companies, the NLRB will exercise jurisdiction if the amount of goods sold or services provided out of state, or the amount of goods or services purchased from out of state, exceeds $50,000.

        2.      The Notice to be posted must be at least 11 x 17, and must be placed in conspicuous places where notices to employees concerning personnel rules or policies are customarily posted.

        3.      The Notice can be printed in English, but if 20% or more of the workforce does not speak English, the Notice must also be posted in the language spoken by those employees. 

        4.      The Notice must also be posted electronically, on a company internet or intranet site, if the company customarily communicates with its employees regarding personnel rules and policies in that manner.  The same rule for non-English speaking employees applies to electronic postings as well.

        5.      The Notice must inform employees of their rights under the NLRA.  The rule describes this as including:

                a.       The right to organize a union to negotiate with the employer regarding wages, hours and other terms and conditions of employment

                b.      Form, join or assist a union

                c.       Bargain collectively through a chosen representative

                d.      Discuss wages, benefits and other terms and conditions of employment, or union organizing, with co-employees

                e.       Take action with one or more co-workers to improve wages, hours or working conditions

                f.       Strike and picket

                g.      Choose not to engage in any of these activities

        6.      The Notice must also inform employees about conduct taken by an Employer that would be deemed illegal, including:

                a.       Prohibiting employees from talking about or soliciting on behalf of a union during non-work time

                b.      Prohibiting employees from distributing union literature during non-work time, in non-work areas

                c.       Questioning employees about union support or activities in a manner that discourages employees from engaging in that activity

                d.      Take adverse action against an employee who joins or supports a union, engages in protected, concerted activity, or chooses not to join a union

                e.       Threaten to close a workplace if the employees join a union

                f.       Promise benefits or pay to encourage or discourage union support

                g.      Spy on or videotape peaceful union activities

This new rule has the potential to be a game-changer, in many respects.  It was promulgated, according to the NLRB, due to a perception that employees, union and non-union alike, where unaware of their rights.  In the non-union setting, this new rule may spark union organizational activity, particularly in geographic areas and workplace settings where it had been quiet or dormant in recent years.  More importantly, it will provide likely  invigorate non-union employees to take a more active role, both directly with their colleagues, and more openly on social media sites, opposing Employer rules, requirements and policies, including policies relating to compensation and benefits.

- Chris D’Angelo

Randy Sellier Wins Appeal to New York’s First Department

In Episcopal Health Services Inc. v. Kurron Shares of America Inc., the New York State Appellate Division, First Department unanimously affirmed the lower court’s decision denying a petition to stay arbitration. Randy Sellier successfully argued that the arbitration clause was severable from the alleged invalid agreement, and thus enforceable, and that the validity of the agreement was a question for the arbitrator.