Arlene handles complex mediations, neutral evaluations and settlement conferences for US parties and for cross-border disputes involving US and non-US parties located in different jurisdictions.
She brings to the table as a mediator over 30 years of experience guiding boards, management and a broad mix of institutional investors and financial institutions in a wide variety of business situations such as: mergers & acquisitions; strategic alliances; auctions and other extraordinary business transactions; corporate governance; internal investigations; shareholder litigation; business and financial restructuring; business bankruptcy; cross-border insolvencies; distressed debt situations; and, claims trading. Arlene’s extensive knowledge of complex corporate and business structures and financing techniques enables her to quickly understand and assess a broad range of problem situations.
Arlene’s practical, creative and pro-active approach to problem solving combined with her cultural sensitivity, sincerity, neutrality, strength, candor and extensive experience in the US, Europe and in emerging markets, makes her an effective mediator for all types of US and cross-border business and commercial disputes. She is expert in seeing the issues and in bringing a case to a mutually beneficial resolution.
Areas covered include: business and commercial disputes (such as breach of contract, joint ventures, franchise and partnership disputes); mergers & acquisitions related disputes; corporate finance and investment disputes; business bankruptcy, restructuring and Chapter 11 disputes; disputes involving environmental issues in bankruptcy; distressed debt investments; cross-border insolvencies; securities class actions; and, professional liability/malpractice disputes (directors and officers and legal malpractice).
She currently is a: Member, Panel of Mediators, U.S. Bankruptcy Court, Southern District of New York; and, Member, District X Fee Arbitration Committee in New Jersey.
She also participated in drafting the New Jersey Alternative Procedure for Dispute Resolution Act (N.J.S.A. 2A:23A-1 et seq.).
Representative Mediation Matters
- Legal advisor to multiple clients on the forms of alternative dispute resolution (“ADR”) most suited for particular transactions and on drafting ADR clauses for cross-border agreements.
- Court-appointed mediator, U.S. Bankruptcy Court, Southern District New York, in a complex multimillion dollar financial dispute among the liquidators of Eastern Airlines and Lloyds of London.
- Court-appointed mediator, U.S. Bankruptcy Court, Southern District New York, in a dispute involving the division of more than $100 million of real estate assets.
Representative Reorganization & Bankruptcy Matters
- Representation of the largest creditor bank, both out of court and in connection with sixteen Chapter 11 bankruptcy cases administratively consolidated in the Northern District of Texas, in the complex restructuring of Erickson Retirement Communities, LLC and its subsidiaries more than $3 billion in liabilities. Erickson was the developer and manager of 20 continuing care retirement communities in various stages of completion or development in 11 different states.
- Representation of the Creditors’ Committee (comprised of repo counterparties) in the Bevill Bresler & Shulman Asset Management Corp. (“BBS”) Chapter 11 case. BBS was a government securities dealer with a $1.2 billion repo book. The case dealt with the rights of repo counterparties who are not in possession of their repo collateral at the time of a bankruptcy filing and led Congress to amend the automatic stay provisions of the Bankruptcy Code to exempt certain derivative transactions from its effect.
- Representation of a mid-sized railroad in an out-of-court “pre-packaged” financial restructuring plan and sale.
- Representation of a large regional bank in connection with the restructuring of $56 million of defaulted loans and tax-exempt bonds issued by an affiliated group of not-for-profit nursing homes, assisted living and skilled nursing facilities.
- Representation of a major bank, as lead lender, in connection with a defaulted $200 million syndicated loan used to fund an entertainment and ski resort developer, Great American and its related entities, commonly known as the Great Gorge ski resort and Action Park; representation of the Bank in connection with the sale of its loan and all of the related state and federal court proceedings; negotiation and resolution of disputes with the Bank’s participants in those loans.
- Representation of the space and systems technology group of a global communications leader in connection with complex intellectual property issues related to jointly developed technology in a Chapter 7 liquidation case.
- Representation, as co-counsel, of the Unofficial Steering Committee of $400 Million of Noteholders in the negotiation of Grand Union's "prepackaged" bankruptcy plan in its second Chapter 11 bankruptcy case.
- Representation of Grand Court Lifestyles, one of the nation’s largest developers of senior living communities, as debtor-in-possession in its Chapter 11 proceeding.
- Representation of a major bank, the secured creditor in the Chapter 11 case of a major publishing company, assisting in the development of strategies for the disposition of assets and the resolution of competing claims of creditors, authors and other interested parties.
- Representation of a major bank, as lead lender, in connection with $100 million of syndicated loans to a large residential real estate developer and its related entities with many projects in various stages of completion, in a series of related Chapter 11 bankruptcy cases.
Representative M&A and Corporate Matters
- Representation of the Special Committee of the Board of Directors of a NYSE-listed pharmaceutical company in connection with a managed auction of this company and its merger with Nycomed Group valued at $346 million.
- Representation of a Nasdaq-listed biopharmaceutical company in its managed auction process to commercialize, license, co-promote and manufacture in the U.S. and Europe one of its therapeutic products in Phase 3 clinical trials.
- Representation of the Audit Committee of a large not-for-profit regional healthcare system in connection with various federal and state investigations of Medicare outlier payments.
- Representation of a Nasdaq-listed company’s Audit Committee in connection with an SEC investigation of its earnings restatement and the related internal investigation into a variety of accounting and disclosure issues.
- Representation of the Compensation Committee of the Board of Directors of a health insurance company in connection with executive and director compensation issues.
- Representation of a Nasdaq-listed company in connection with a contested proxy solicitation and related matters.
- Representation of a major European pharmaceutical company in a more than $1 billion managed auction process to purchase additional product lines.
- Representation of a U.S.-based supplier of wireless power amplifiers and radio frequency infrastructure subsystems in connection with its acquisition by Andrew Corporation for approximately $470 million in cash and shares.
- Representation of an Australian/New Zealand airline joint venture in connection with the spinoff of the group’s computer reservations subsidiary.
- Representation of a diversified industrial management corporation in its $47 million acquisition, through a managed auction process, of the Dual-Lite division from SPX Corporation.
Representative Corporate Finance Transactions
- Representation of a NYSE-listed gaming corporation in the negotiation, documentation and closing of several syndicated multi-billion dollar credit facilities.
- Representation of a NYSE-listed company in connection with a $125,000,000 synthetic lease financing transaction for its headquarters facility.
- Representation of a passenger railroad in connection with a 230 million Euros French cross-border lease financing (credit bail) of locomotives and rail cars.
- Representation of a major bank, as Bond Trustee, in connection with several issuances of more than three billion dollars of New Jersey Tobacco Settlement Asset Backed Bonds.
- Representation of a major national bank providing a $100 million syndicated, asset-based facility to a manufacturing concern purchasing a rival manufacturer out of a Chapter 11 proceeding.
- Representation of a NYSE-listed REIT in a $168 million securitized loan from a major New York investment bank involving multiple shopping mall properties in several states.
- Representation of a large bank, as Trustee, in connection with the issuance of $257,510,000 of Certificates of Participation in Lease Payments by New Jersey Transit Corporation.
- Representation of a major global bank in the negotiation and documentation of multi-million dollar agreements with a large information technology company for the acquisition by the bank of a new check processing system for its U.S. operations, including purchase of hardware, systems integration, software customization and licensing, maintenance services and disaster recovery services.