Representative Matters


Corporate Law

We represented a multi-billion dollar financial institution in the strategic acquisition of a financial services company valued at over $100 million.

We have helped sellers and purchasers in the acquisition and disposition of closely held businesses for more than forty years.

We have represented participating lenders in asset-based lending transactions for shipping vessels, aircraft, computer hardware, and heavy equipment.

We provide ongoing legal advice to banks, investment advisory firms, broker-dealers and other financial institutions in regulatory, contractual, securities and other operational matters.
We counsel start-up ventures concerning choice of entity, shareholder, operating or partnership agreements, debt or equity financing, tax considerations, intellectual property (including IT), and real estate issues.

Our firm negotiates and drafts stock purchase agreements, asset sale agreements, loan agreements, licensing agreements, distribution agreements, executive employment agreements, equipment leases, construction contracts, joint venture documentation, indemnification agreements, dispute settlement agreements, advertising contracts and a host of others. A good contract is the beginning of a profitable business relationship. We draft and negotiate commercial contracts every day. Our preferred approach is to build an agreement from scratch, tailored to the deal at hand, and written in clear and plain English.

Real Estate Law

Commercial Real Estate
Commercial real estate matters are a cornerstone of our practice.

We represent landlords and tenants in leasing transactions for office buildings, hotels, apartment buildings, shopping centers, retail properties, oil pipelines, and commercial properties of every variety.

We represent buyers and sellers of commercial real estate, including office buildings, hotels, apartment buildings, retail properties and private residences.

We have assisted lending institutions in real estate financing and refinancing transactions, as well as workouts.

We provided legal services to a multi-billion dollar financial institution in connection with its sale and leaseback of a commercial office complex valued at over $150 million.

We represent owners and developers of commercial and residential real estate construction projects, and we have represented commercial and residential real estate owners in construction disputes.

We provided legal services to a non-profit developer of senior housing facilities in Philadelphia, involving complex financing, tax credit, and construction issues.

Residential Real Estate

As a service to our business clients’ executives and their families, we are proud to have facilitated hundreds of residential purchase and sale agreements, and to have participated in a similar number of residential closings. However long you have managed a business, pursued a career, or raised a family, the purchase or sale of your home is the transaction that is most important to your family. We help you avoid the traps, and we work with you toward a successful closing and to provide peace of mind for our clients and their families.

Mergers and Acquisitions

We have handled numerous, acquisitions, mergers and divestitures of businesses, as well as business units of large companies. Our experience with asset-based and stock-based transactions is broad and deep. We work closely with our corporate and real estate clients’ teams of professional counsel during due diligence (seller’s or buyer’s), and carefully craft all needed documentation. We negotiate hard – and, in the end, we are deal-makers, not deal-breakers.

We have represented sellers and purchasers in connection with the acquisition and disposition of closely held businesses for more than 40 years in a multitude of business areas.

We advise clients in management and leveraged buyout transactions; counsel clients in connection with tender offers and contests for corporate control; provide regulatory guidance and compliance with respect to federal, state and local government and agency approvals, and conduct all forms of corporate due diligence.

We have substantial experience with “corporate divorce” – we negotiate first, and litigate only where necessary.

Venture Capital and Private Equity Investments

Our firm has represented a wide variety of startups and entrepreneurs in capital-raising through private placements, debt financing, angel and mezzanine investments, and innovative investment structures. In recent years, we have taken particular interest in SAFE agreements and crowd funding alternatives, especially in the tech space.

We have represented private equity and venture capital firms in connection with the acquisition and sale of investments totaling more than $200 million.

Mr. Pass is the Managing Director of Patriot Venture Capital Group, LLC, a venture capital firm focusing on early stage and secondary market investments through various Philadelphia area and national angel investing networks.

Corporate Governance

We provide representation to a variety of businesses, shareholders, officers and directors in the pursuit and defense of claims involving minority shareholder oppression, breach of fiduciary duty, violations of restrictive covenants, violations of corporate statutes and regulations, and other corporate governance matters.

For more than 25 years, Mr. Pass has served as counsel to a major local trust company and financial advisory firm, providing guidance and counsel on all corporate governance and related issues.

We have continuously counseled corporate directors and shareholders concerning prospective conflicts of interest, and the proper handling of transactions between companies and their board members.

We have advised the governing boards of non-profit corporations and religious organizations concerning the requirements of state law, the permissible business activities in which they may engage, and the tax consequences of various options.

Banking Law

For more than 25 years, Mr. Pass has served as counsel to a local trust company and financial advisory firm, during which time he has assisted with a multitude of matters including acquisitions, employment matters, leasing, securities issues, regulatory issues, corporate governance, fintech transactions and day-to-day operational matters.

We have represented several local Philadelphia-area banks with regard to financing, regulatory compliance, employment policies, and a variety of transactions.

We have litigated and provided advice concerning commercial paper disputes – involving the handling of checks and other instruments – on behalf of businesses and financial institutions.

Commercial Litigation

We successfully represented a lending institution in connection with a lender liability lawsuit which sought damages exceeding $100 million.

We have helped defrauded bank account owners in suits against banks and other financial institutions for embezzlement, forgery and civil theft.

We have litigated numerous actions for breach of contract, on behalf of plaintiffs and defendants, in state and federal court, and are also experienced in arbitrating cases on behalf of claimants and respondents.

We successfully settled a marketing agreement dispute resulting in a multi-million dollar recovery for our client.

We successfully represented a major life insurance company and its broker-dealer subsidiary against alleged claims of raiding, misappropriation of trade secrets, breaches of restrictive covenants and related claims.

We successfully represented a multi-billion dollar insurance company against alleged claims of agent wrongful termination, fraudulent inducement and commission arrearages.

Securities Litigation & Arbitration

We have successfully represented investors in securities fraud litigation and arbitration, resulting in the recovery of more than $20 million in losses.

We successfully defended investment advisory and other financial services providers in litigation and arbitration involving alleged securities violations and related claims.

We have aggressively represented elderly and/or unsophisticated investors who have sustained significant losses – often of their life savings – due to illegal actions of their financial advisors. Mr. Pass participated at a hearing before the United States Senate’s Permanent Subcommittee on Investigations of the Committee on Governmental Affairs focusing on fraud in the micro-capital markets and penny stock fraud.

Over many years, we have litigated or arbitrated against many stock brokerage firms, and have obtained redress for clients who were victimized by unscrupulous sales practices.

Securities Compliance

We have represented institutional broker-dealers, investment advisory firms, and banks in connection with securities compliance matters, including SEC audits, non-recurring research questions,; interpretations and applications of covenants not to compete, and Form ADV and U4 updates.

We represent both investment firms and individual licensed representatives (BD and IAR) in job-transition (for example, non-compete and protocol issues), promissory note disputes, U4 disclosures, and salary/commission disputes.

The quality and relevance of our compliance work is greatly enhanced by our hands-on experience with securities litigation. We fully recognize the pitfalls of insufficient compliance efforts and work diligently to guide our clients through them.

Computer Law and Software Licensing

We have represented a multi-billion dollar financial institution in software licensing, development and outsourcing transactions.

We represent numerous software developers, licensors and licensees in licensing transactions, joint ventures, code development, marketing agreements, arrangements and commercial disputes.

We counsel clients concerning website privacy policies and protocols, cyber security issues, and terms and conditions of use.

We frequently advise our clients on intellectual property issues other than patents. Virtually every 21stCentury commercial transaction involves issues of rights to digital property, including software, website features, internet usage, digital advertising rights, domain names, potential infringement and/or confidentiality, as well as trademarks and service marks. We help you navigate that minefield and work with several patent law firms when the need arises.

Insurance Coverage and Other Matters

Mr. Pass was previously appointed by the Commonwealth Court of Pennsylvania as a referee to submit findings of fact and conclusions of law in connection with the adjudication of outstanding litigation against insurance companies in liquidation.

We represented a commercial real estate owner seeking recovery of over $150 million arising out of an insurance company’s denial of claims stemming from losses in one of Philadelphia’s most costly commercial building fires.

We have successfully handled matters on behalf of both insurance companies and individual policy holders. Coverage issues with which we have been involved include environmental injury, officer and director errors and omissions, fire and casualty, embezzlement, employment practices, coverage lapse issues, disability, aircraft and professional liability coverage under errors and omissions and directors and officers insurance.

We have successfully represented municipalities and other governmental entities in recovering third-party insurance in cases involving social services providers, environmental injury, damage to property, and other matters.

Mr. Pass has been providing legal representation regarding both insurance and investment matters to one of the country’s largest life insurance companies since 1981.