Arlene Elgart Mirsky is a creative problem-solver with 30+ years of legal, business and financial sector development expertise gained in 20+ countries. She is a senior legal professional with wide-ranging experience guiding boards, management and institutional investors on mergers & acquisitions, corporate governance, business & financial restructuring and other extraordinary transactions and is well-known for her work advising sovereign governments in emerging markets on private sector development. Arlene also conducts mediations, neutral evaluations and settlement conferences for US and non-US parties involved in complex business disputes and litigation.
Rankings & Recognition
Included in The Best Lawyers in America®, 2009-2020 published by Best Lawyers Co, LLC; named to the New Jersey Super Lawyers® lists 2005-2020, published by Thompson Reuters; Rated AV Preeminent™ in both Legal Ability & Ethical Standards by Martindale-Hubbell® 1987-2020; Corporate Live Wire Magazine’s 2015 Legal Awards-Regional Mediator of the Year; Corporate Live Wire Magazine’s 2016 & 2017 M&A Award for Excellence in Mediation in M&A Disputes – USA; Acquisition International Magazine’s 2015 & 2016 Awards for Best for Complex Mediations-New Jersey; Wealth & Finance International Magazine’s 2015 & 2016 Awards for Best for Corporate Finance Law - New Jersey; Acquisition International Magazine’s 2016 Excellence Award: Most Outstanding for Corporate Finance Law-New Jersey; included in the Guide to the World’s Leading Women in Business Law, 2012, published by Legal Media Group/Euromoney; included in the Guide to the World’s Leading Insolvency and Restructuring Lawyers, 2010 & 2012, published by Legal Media Group/Euromoney.
International Legal Consulting
In addition to Arlene’s international corporate and bankruptcy work related to non-U.S. matters or non-U.S. clients, she has served as a legal consultant to The World Bank and to the U.S. Agency for International Development. In that capacity, she has provided advice to the sovereign governments of sixteen Central and Eastern European countries on the legal framework needed to promote private sector development. She has traveled frequently on missions to advise these governments on such issues as judicial infrastructure development; banking sector reform; corporate governance; privatization; enterprise restructuring and bankruptcy; and secured lending.
Alternative Dispute Resolution
In the field of mediation and alternative dispute resolution, Arlene has provided strategic advice to clients on the forms of arbitration most suited for particular transactions and on drafting arbitration clauses for their cross-border commercial contracts. She also has advised clients on the drafting and enforcement of choice-of-law and choice-of-forum clauses, sovereign immunity provisions and the recognition and enforcement of arbitral awards. She has served as a Court-appointed mediator and arbitrator in a number of complex litigation disputes involving U.S. and non-U.S. parties engaged in cross-border business and finance transactions. Her ongoing interest in alternative dispute resolution dates back to 1987 when she participated in drafting the New Jersey Alternative Procedure for Dispute Resolution Act (N.J.S.A. 2A:23A-1 et seq.).
Reorganization & Bankruptcy
In the reorganization and bankruptcy areas, Arlene has advised a broad mix of creditors, institutional investors, trustees, official creditors' committees and others in all aspects of business and debt restructuring and bankruptcy law. Her practice has included: providing advice on loan restructurings, including use of "pre-packaged" plans; out-of-court debt restructuring; litigation counseling on troubled leverage buyouts and troubled real estate loans, including large-scale condominium projects and commercial and retail developments in various stages of completion; resolving problems related to jointly developed technology in a bankruptcy context; negotiating and structuring the purchase and sale of business enterprises and assets in bankruptcy proceedings; and advice with respect to stays against lien enforcement, set-offs, preferences, fraudulent conveyances, executory contracts, Chapter 11 plan formulation and various "cramdown" issues, secured transactions, equitable subordination, trading in claims, lender liability, the interrelationship between bankruptcy and environmental laws and between bankruptcy and federal securities laws.
Mergers & Acquisitions
Her corporate practice has involved her in every aspect of mergers and acquisitions including: cross-border acquisitions, negotiated acquisitions and divestitures, auctions, proxy contests, going-private transactions, acquisitions of troubled companies, and, the purchase or sale of subsidiaries and divisions. She also has counseled a wide variety of public and private business entities in all stages of development, structuring and negotiating domestic and cross-border joint ventures, strategic alliances and corporate partnering relationships ranging from research and development, manufacturing or distribution arrangements, to more complex joint ventures and technology licensing agreements accompanied by equity investments.
Corporate Governance & Compliance
Arlene also has served as counsel to corporate boards and management on a full range of corporate governance and compliance issues such as: board composition, structure and processes; executive and director compensation; director responsibilities in connection with mergers, spin-offs and other extraordinary transactions; internal investigations of alleged corporate misconduct; shareholder initiatives and litigation, and compliance with governance-related state and federal laws, securities regulations, listing rules and best practices.
She also has represented financial institutions and borrowers across a broad spectrum of corporate finance transactions including: leveraged and acquisition finance, traditional commercial lending arrangements, asset-based financings, senior, mezzanine, second lien and subordinated debt, secured and unsecured financing, bridge financing, vendor financing, real estate financing, project and infrastructure finance, structured financings, over-the-counter debt, and equipment financing, often involving syndicated loan transactions.
Prior to entering the legal profession, Arlene held senior management positions in the U.S. and Brussels, Belgium, with two chemical manufacturing companies, a computer software firm, the European subsidiary of the American Management Association and NATO/SHAPE.
Among her numerous outside activities, Arlene has served as: Member, Mountain Lakes Planning Board; Member, NJ District X Fee Arbitration Committee; Member, Panel of Mediators, U.S. Bankruptcy Court, Southern District of New York; Member, Board of Visitors, The National Judicial College; Chair, Reorganization and Workouts Committee, International Bar Association; Co-Chair, International Insolvency Institute’s Committee on Sovereign Insolvencies; Member, ABA Section of Business Law's Ad Hoc Committee on Corporate Compliance; Co Chair, American Bar Association's Subcommittees on Financial Institutions and on Corporate Law; Vice President, The Association of the Federal Bar of the State of NJ; Member, Essex County Bar Association's Judicial Appointments Committee; Member, Mountain Lakes Zoning Board of Adjustment; and, Chair, Mountain Lakes Advisory Committee on Cable Television.
Law Firm Experience
Arlene joined Sills Cummis & Gross P.C. as a Member in its Newark, NJ and New York offices in November, 1998. She retired from Sills Cummis on September 30, 2012.
Previously, Arlene was at Hannoch Weisman P.C.in Newark, NJ and then in their Roseland, NJ offices as a Shareholder from June, 1984 to November, 1998 and, prior to that, as an associate from September 1979-June 1984.
Admissions, Education, Languages & Other
- Admitted to practice law: 1979, New Jersey; 1983, U.S. Court of Appeals, 3rd Circuit; 1995, New York
- Law school: Seton Hall University School of Law, J.D., cum laude, 1979
- College: Brooklyn College, City University of New York, B.A., cum laude, Political Science, 1966. also, exchange student, University of Brussels, 1964-1965.
- Languages: French and understanding of Spanish; extensive experience conducting business meetings using interpreters.
- Frequent lecturer on legal and business topics and author of numerous publications on legal, business and international economic issues, including a number of World Bank and USAID publications.