Transactions

Corporate

We understand that each of our clients possesses a unique and diverse set of business corporate needs and requirements. Our goal is to assist our clients with properly navigating the complex issues involved in the formation, governance, compliance, and financing of their businesses. We draft and negotiate all forms of contracts, including buy-sell agreements, operating agreements, shareholder’s agreements, and joint venture agreements. From startups to established companies and not-for-profits, we advise on matters regarding formation, governance, shareholder and operating agreements, resolutions, stock transfer and entity transformation and human resources governance.

Our team works closely with our clients while they explore available business restructuring options. At times, it may be in our client’s best interest to restructure, sell various assets, seek further investment, wind-down or pursue a combination of remedies. We recognize that each client’s matter is unique. Ultimately, our goal is to assist our clients implement a restructuring strategy that works best for their businesses. We provide representation to individuals and businesses seeking to reorganize or liquidate a partnership or corporation under current Federal Bankruptcy laws.

We work with non-institutional creditors seeking to secure their rights in debtor properties. We focus our legal representation for individuals and businesses seeking to liquidate business assets under Chapter 7 of the Bankruptcy Code or seeking to reorganize their businesses under Chapter 11 of the Bankruptcy Code. We recognize that the restructuring of a business or the filing of a bankruptcy petition involves a wide array of issues that include finance, tax, real estate and litigation. We believe aggressive advocacy, detailed analysis of every issue and the proactive delivery of legal services best serve our clients’ business interests.

Our business immigration team represents clients in all areas of business-related immigration law. We work with companies seeking to hire and transfer foreign nationals to the United States. We work with individuals seeking to make substantial investments in the United States. We work with professionals who represent the best in their respective professions. We represent clients seeking to obtain permanent and temporary visas and work authorizations. We provide representation to clients seeking advice and consultation regarding H-1B, H-2B, EB-5, LCA, electronic forms I-9s and workplace enforcement audits.

Our team represents clients seeking to purchase or sell franchises, closely-held businesses, and equipment. We advise clients at every stage of these complex transactions. We negotiate and draft commercial agreements, including sale and distribution agreements, licensing agreements, trade secrets, trademark and copyright agreements.

Rozario Touma, P.C., acted as counsel on behalf of a not-for-profit corporation, whereby we advised our client on its $15 million land acquisition from a private developer in order to develop senior housing and affordable housing in Bushwick, Brooklyn.

Rozario Touma, P.C., negotiated an Operating Agreement, on behalf of our client, with a private developer to develop and convert Church property into condominium units in Brooklyn, New York. Our representation included a review of offering plans to ensure compliance with Attorney General regulations and review of the application to obtain sponsorship through the Attorney General’s office.

Rozario Touma, P.C., represented two not-for-profit organizations in their acquisition of six contiguous lots in Bushwick, Brooklyn. As part of the title search and marketable title investigation, we were tasked with an investigation into whether the lots were contaminated or posed an environmental risk to our clients. We reviewed two independent soil analysis reports, which demonstrated that all lots were free and clear of contamination.

Rozario Touma, P.C., acted as lead corporate counsel in drafting and negotiating transfer agreements of Housing Development Fund Corporation-owned buildings from one not-for-profit sponsor to another. In addition, our team advised our not-for-profit organization clients on tax exemption matters and business development, drafted articles of incorporation, operating agreements, and by-laws for corporations.

Infrastructure & Development

Our infrastructure team represents governmental and quasi-governmental entities in large-scale infrastructure and development projects, throughout the State of New York. Our experience stems across airports, rail and transportation, real estate and waterways, subways, tunnels, bridges and expressways.

Rozario Touma, P.C., was part of the legal team representing the Port Authority of New York and New Jersey (PANYNJ) on the LaGuardia Airport Air Train Project. The scope of representation included drafting and negotiating memoranda of understanding, drafting and advising on permanent and temporary easements, license access agreements, the Design, Build, Operate and Maintain contract term sheet, eminent domain petitions and reviewing title reports and appraisals for eminent domain proceedings. In addition, Rozario Touma, P.C., assisted with the drafting of the Information to Proposers (ITP), Submittal Requirements and Evaluation Criteria, the categories of which included management commitments, design and technical solutions, construction solutions, operations and maintenance approach, customer experience and inclusivity, as they relate to the Design Build Operate and Maintain (DBOM) RFP, which would have been issued by the PANYNJ to various pre-qualified Design-Build contractors.

Rozario Touma, P.C., drafted and negotiated a $13 Million Fund Operating Agreement on behalf of our client with a private developer to develop and convert a Church parking lot to housing units in Brooklyn, New York. The team at our firm drafted and negotiated a Zoning Lot Development and Easement Agreement for the development project, identified appropriate lot restrictions and drafted and negotiated a Consent and Subordination Agreement for development rights to the lot.

Rozario Touma, P.C., acted as counsel on behalf of a not-for-profit corporation, whereby we advised our client on its $15 million land acquisition from a private developer to develop senior housing and affordable housing in Bushwick, Brooklyn. Our services included conducting marketable title investigations and investigations into whether the lots were contaminated or posed an environmental risk to our clients. We reviewed two independent soil analysis reports, which demonstrated that all lots were free and clear of contamination.

Rozario Touma, P.C., acted as lead corporate counsel in drafting and negotiating transfer agreements of Housing Development Fund Corporation-owned buildings from one not-for-profit sponsor to another. In addition, our team advised our not-for-profit organization clients on tax exemption matters and business development, drafted articles of incorporation, operating agreements, and by-laws for corporations.

Port Authority of New York and New Jersey. Rozario Touma, P.C., represented the Port Authority on the Expansion of the JFK Airport Terminals Project. The scope of representation included drafting sections of a Logistics Services Agreement for the design, build and operations of two cement batch plants on behalf of the PANYNJ.

Hudson River Park Trust. Rozario Touma, P.C., is currently lead outside counsel representing HRPT on the Hudson Tunnel Project. The scope of work includes drafting and revising a permit agreement with AMTRAK for access to property owned by HRPT during the project term and by acquiring other leasehold property to accommodate construction and staging.

Real Estate

Our firm has built its practice and reputation on its team’s legal acumen in the area of real estate. We handle matters involving real estate purchase and sale transactions, development agreements, zoning rights and analysis, easements, license and access agreements, commercial and residential leasing, deed transfers, landlord/tenant matters, Department of Building matters, and real estate and land use matters.

Our real estate transactions team members have earned a reputation as innovative leaders in organizing and closing real estate transactions and we have completed more than $150,000,000 in New York City-based residential and commercial real estate deals on behalf of the firm’s clients. Our team provides consultation and representative services to clients involved in distressed property acquisitions and dispositions, reorganizations through bankruptcy, real estate finance, condominium and cooperative development, sales and purchases, residential and commercial development and construction projects, commercial leasing and retail construction.

Metropolitan Transportation Authority. Rozario Touma, P.C., provides legal services to the MTA’s Real Estate Division. We draft and negotiate License Access Agreements and Easement Agreements on behalf of the MTA and its affiliates to obtain access to privately-owned and leased properties during the Construction and Redesign of Subway Stations and Substations Projects.

Rozario Touma, P.C., is currently co-lead outside counsel representing the MTA on the Robert F. Kennedy Bridge Redevelopment Project. The scope of work includes drafting and negotiating an Amended and Restated Option Agreement, including maintenance easements, permanent and temporary easements, license agreements, bridge improvements, and acquisition and disposition of properties based on the construction needs of the MTA Bridges and Tunnels Authority for current and future bridge projects.

Rozario Touma, P.C., is currently lead counsel representing the MTA (Long Island Rail Road) on the LIRR Forest Hills Redevelopment Project. The scope of work includes updates to the Americans with Disabilities Act of 1990 (ADA)-Compliant pedestrian ramps and expansion of the LIRR platform and egress expansion, by obtaining permanent and temporary easements, construction access agreements and issuing a license agreement to Forest Hills Gardens Corporation.