Areas of Expertise

Business Formation

Schwartz & Cera's transactional group has formed and organized numerous corporations, limited liability companies and partnerships in several states throughout the nation. The Firm's attorneys routinely advise clients on choice of entity, capital structure, corporate governance and management issues, and executive compensation. The Firm's attorneys pay particular attention to the client's business objectives and the relationships among the principals in structuring and drafting organizational documents.

Kenneth B. Cera has represented and counseled all types of new business entities in a wide variety of industries and professions. Mr. Cera has extensive experience in the drafting and negotiation of formation documents, including LLC operating agreements, corporate buy/sell agreements and partnership agreements.

Frank J. Gilbert advises and represents a wide range of entrepreneurial companies at all stages of development, from initial company formation to liquidity event. Mr. Gilbert has formed, advised, and assisted with the capitalization, structure and operation of numerous corporations, limited liability companies and partnerships. He provides advice to clients in a general counsel role on matters related to day-to-day business activities and operations, as well as representation in substantial and extraordinary business transactions.

Intellectual Property

The Firm has a wide-ranging intellectual property practice encompassing both transactional and litigation matters. The Firm's transactional expertise includes extensive experience in licensing transactions, both inbound and outbound, and intellectual property management and maintenance. The Firm's litigation attorneys have experience in handling trademark and copyright infringement prosecutions, disputes over trade secrets, and breach of intellectual property licenses. The Firm represents clients in intellectual property matters in industries as diverse as software development, Internet commerce, telecommunications, biotechnology, television, film and entertainment media, commercial and fine art, fashion and retail services, manufacturing, alcoholic beverages, overnight delivery services, recycling and consulting services.

Douglas R. Schwartz leads the litigation group, and has successfully prosecuted and defended actions involving trademark and copyright infringement, trade secrets, and intellectual property licenses.

Kenneth B. Cera has drafted and negotiated a variety of intellectual property agreements from software licenses to design licenses between the well-known Japanese artist Takashi Murakami and Louis Vuitton.

Frank J. Gilbert has drafted and negotiated hundreds of intellectual property licensing and transfer agreements, software and website development agreements, manufacturing and distribution agreements involving intellectual property issues, strategic joint venture agreements, and various technology and multimedia agreements. Mr. Gilbert has participated extensively in trademark applications and trademark infringement prosecution, including managing trademark matters for a large manufacturing company with over one hundred registered trademarks worldwide.

Petra M. Reinecke has transactional experience with drafting intellectual property licensing agreements and software and website development agreements, including co-branded sites. Primarily a litigator, she has for many years successfully represented a large Silicon Valley software developer, a Canadian software developer, and a San Francisco start-up in litigation involving intellectual property, including a copyright infringement action against Microsoft, and numerous prosecutions for breach of software license and purchase agreements.

Internet Agreements

The Firm's attorneys have drafted a variety of agreements involving Internet commerce, including website development agreements, online contracts, terms and conditions, privacy policies, content licenses, domain name purchase agreements, website link agreements and trademark licenses. The Firm is knowledgeable regarding liability issues in this emerging area, and takes a business-oriented approach balancing the client's business objectives with the risks involved in an evolving industry.

Kenneth B. Cera and Frank J. Gilbert have extensive experience in negotiating and drafting Internet agreements and in confronting issues involved in online commerce.

Mergers and Acquisitions

Schwartz & Cera's transactional and corporate practice group has successfully advised and represented numerous private companies in large acquisitions and corporate reorganizations, including sales of stock, sales of assets, spin-offs and mergers. The Firm's clients in M&A transactions have come from varied industries, including technology and software, financial services, fashion, retail, insurance and consulting services. The Firm routinely represents both acquiring companies and acquired companies, and has frequently been involved in complex multi-party M&A transactions involving several steps.

Kenneth B. Cera has been extensively involved in mergers and acquisitions throughout his entire career. Mr. Cera's background in income taxation helps him to counsel his clients to structure their transactions in a tax-efficient manner and to obtain the best possible financial outcome for his clients. This emphasis on tax-effective results often determines whether the transaction will be structured as a merger, sale of assets or sale of stock, and in a manner which will maximize the benefit to the client. Mr. Cera has worked on several acquisitions of companies for values in excess of $100 million, including the successful negotiation and closing of a complicated multi-party transaction involving Kate Spade, The Neiman Marcus Group, and Liz Claiborne.

Frank J. Gilbert has represented numerous companies in mergers and acquisitions for over twelve years. Mr. Gilbert utilizes his expertise in intellectual property matters to counsel clients on complicated issues involving the transfer of copyrighted materials, software, trade secrets, trademarks, service marks and trade names that frequently arise in acquisitions. Mr. Gilbert also applies his background in litigation to anticipate issues that may arise following the close of the transaction, and to address those issues in the acquisition documents.

Real Estate

Schwartz & Cera counsels and represents clients in litigation and business transactions involving real estate matters. The Firm has handled a wide variety of real property litigation for clients ranging from individuals to corporations, from large commercial lease disputes to boundary disputes between neighbors. On the transactional side, the Firm negotiates and drafts real estate agreements involving real estate purchases, sales, development, construction and other matters.

Douglas R. Schwartz leads the litigation group, and has successfully prosecuted and defended actions involving substantial real estate transactions, property disputes, landlord-tenant matters, construction defects, toxic mold, and environmental pollution cases.

Kenneth B. Cera has led the transactional group in negotiating and documenting a large number of real estate deals, including real property acquisitions, development projects, design contracts, and construction agreements. Mr. Cera is particularly experienced in lease issues, and has negotiated numerous office leases, commercial and retail leases, and industrial leases throughout the country. Petra M. Reinecke has litigated numerous cases involving real estate matters, including land use issues, boundary disputes, breach of commercial leases, construction defects, failure to disclose defects in residential sales, environmental pollution, and unlawful detainer.

Taxation

Founding partner Kenneth B. Cera specializes in all aspects of transactional law and taxation, including mergers and acquisitions, venture capital and other private equity transactions, forming and organizing all types of new business entities, purchase and lease agreements for real estate, employment and executive agreements, and various intellectual property transactions. Mr. Cera's background in income taxation helps him to counsel his clients to structure their transactions in a tax-efficient manner and to attain optimal financial results.

Venture Capital and Private Equity Investments

Schwartz & Cera has drafted and negotiated a wide range of private equity agreements, on both the company side and the investor side, with clients in industries as varied as technology and software, Internet commerce, telecommunications, fashion, retail, corrective counseling services, and consulting services. The Firm has also counseled and represented investment banking and financial services firms involved in the placement of private equity funding for start-up companies.

Kenneth B. Cera has represented many private equity investors, including the General Catalyst Venture Funds, in providing funding, preferred equity investment, convertible loans, bridge loans and other investment vehicles to up and coming companies. Throughout his career, Mr. Cera has also advised and represented start-up and emerging growth companies in obtaining financing and equity investment.

Frank J. Gilbert has represented a wide range of entrepreneurial companies at all stages of development, from initial company formation to liquidity event, including capitalization, financing and equity investment. Mr. Gilbert has successfully advised and represented numerous private companies in corporate reorganizations, venture financings, and private placements of both common and preferred equity interests.