Below are the firm’s recent transactions in the areas of Mergers & Acquisitions,  General Counsel, Startups and Securities.

Mergers and Acquisitions

Provided advice to Tech Air, a major provider of industrial, medical and specialty gases on acquisitions ranging between $3 and $6 million dollars, including (i) drafting and negotiating of purchase agreements and ancillary documents (such as consulting agreements, employment agreements, escrow agreements, non-competition agreements, facilitated transfer of lease agreements and assignment agreements), (ii) reviewing and summarizing due diligence documents and (iii) coordinating the closing and post-closing follow up.

Advised an individual forming an entity to raise approximately $2-3MM to purchase and roll-up a few broker-dealers in New Jersey, including drafting of the purchase agreement and related employment and consulting agreements, as well as the Confidential Private Placement Memorandum to raise the required funds.

Advice to DR Beachfront Real Estate LLC in connection with the sale of its major subsidiary to a joint venture between Dolphin Capital Investors, a real estate investment company publicly listed on London’s AIM Stock Exchange, and Aman Resorts.   This transaction represented approximately 90% of the land previously owned by DR Beachfront in the Dominican Republic.

General Counsel

Representation as US counsel to DR Beachfront Real Estate LLC, a Delaware limited liability company, and 100% owner of a British Virgin Islands company purchasing thousands of acres of beachfront land from the Central Bank of the Dominican Republic. Buffalo & Associates coordinated with PriceWaterhouseCoopers on all tax issues in connection with this transaction as well as Headrick Rizik Alvarez & Fernandez, a top-tier law firm in the Dominican Republic.

Advised Tierra Innovation regarding implementation of its restricted stock plan and incentive equity to employees, including work and coordination with DDK & Co., accountants to Tierra Innovation.

Advised TechAir regarding distribution, customer and other agreements legal and other day-to-day matters including negotiating agreements and handling and resolving disputes over tortious interference with contract claims, product recalls and reimbursement for cylinder losses with major players such as Air Liquide, Airgas, Matheson Tri-Gas and other major industrial gas companies.

Startup

Advised Fasterthan.tv LLC, a hospital consulting and technology based education firm, regarding potential funding sources and structuring of the same, drafting the operating agreement between the founders and creating a license agreement for the company’s customers.

Advised Cloud Connected Financial, a firm providing back office solutions for FX brokers, on ownership issues, drafted their operating agreement, created their value added reseller agreement, referral agreements, as well as handling a dispute amongst the firm’s owners.

Advice to an individual in connection with joining (as a 25% owner) a business aiding homeowners facing foreclosure in the mid-Atlantic area of the United States, including drafting and negotiation of a shareholders agreement.

Non-Profit Representation

Advised Stephan Rechtschaffen, founder and Chairman of the Board of Omega Institute for Holistic Studies, in connection with a re-draft of its bylaws and other and independent contractor agreement.

Securities

Advice provided to Vision Capital in connection with its $2MM PIPE investment in Coda Octopus, Inc., an internationally recognized specialist in underwater technologies for imaging, mapping, defense and survey.

Representation of DR Beachfront Real Estate LLC in connection with its private placement of 30 additional Interests to various new investors for an aggregate offering price of nearly $12 million.