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With seven offices across the United States

The United States is the world's largest economy and is also home to the highest number of millionaires (13.6 million), with more than US$90 trillion in total household net worth. 91% of high net worth US households donated to charitable causes in 2016, giving an average of over US$25,000, and the nation gave a total of US$373 billion in 2015.

The USA is a leader in almost every area of economic activity, including manufacturing, technology, financial markets, natural resources and energy production and international trade. An entrepreneurial culture is key to the American economy, with over 30 million small businesses employing over half of the workforce in the US, and ease of doing business is frequently cited as a key attraction of the US corporate environment.

We have been present in the US since establishing offices in New York and New Haven in 2002, following which we expanded to Greenwich, CT in 2006. In 2014 we went out to the west coast, opening first in San Francisco, before adding offices in San Diego, Los Angeles and Rancho Santa Fe in 2015. We are proud to work with successful families and entrepreneurs across the US, and also provide advice to Americans across the world, particularly on their global tax liabilities.

29 September 2017 - Article

From blueprint to framework: Construction begins on US tax reform initiative


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Recognition

Recognized on the 2018 Best Lawyers' Best Law Firms list.

3 time winner of 'best private client law firm'

Leading firm - Private wealth law in the USA

2014 Acquisition International M&A Tax Team of the Year - USA

Ranked nationally in the US for trusts and estates and tax law by Best Lawyers 2017

Ranked for wealth management by Chambers USA 2015

Ranked for wealth management by Chambers USA 2014

New York

430 Park Avenue,

10th Floor,

NY 10022-3505

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New Haven

157 Church Street,

CT 06510-2100

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Greenwich

1700 East Putnam Avenue,

Suite 400,

CT 06870-1366

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Los Angeles

1925 Century Park East,

Suite 400,

CA 90067

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Rancho Santa Fe

6050 El Tordo,

PO Box 2329,

CA 92067

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San Diego

101 West Broadway,

Suite 1000,

CA 92101

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San Francisco

505 Sansome Street,

2nd Floor,

CA 94111

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Meet the team

Track record

Complex dispute with a financial consulting firm

Withers represented an individual in a dispute involving a successful limited liability company that provided global financial consulting and advisory services. Withers successfully avoided a public lawsuit and negotiated a successful resolution. This complex matter involved parties in the United States, the United Kingdom, Singapore and Belize.

International art lending project

We assisted our client by drafting loan agreements to over 100 museums and institutions both locally and globally and for several renowned New York City museum exhibits.

A public chemical company

We represented a US$6 billion public chemical company in a US$1.25 billion term loan and its commercial paper program. Corporate and corporate tax lawyers from Greenwich, New York and New Haven worked on these matters.

Swiss-based family office in a corporate control contest

We represented a Swiss-based family office in a corporate control contest involving a California-based US$500 million private company in the coatings business. The company has an independent Board of Directors and is owned by three significant minority owners and widely dispersed current and former employees. Our work involved M&A, corporate governance, finance, complex contracts, tax and offensive corporate litigation. We drew on our New Haven, Greenwich and Los Angeles lawyers and implemented a partial contingent billing arrangement.

California–based recreational vehicle company

Our US corporate, corporate tax and wealth planning groups worked to close this deal, which included a purchase price allocation for personal goodwill and post-closing installment payments under promissory notes, secured by underlying shares subject to a voting agreement. The deal pay-out also included employment arrangements, insurance-related payments and a potential dividend payment.

Public junior gold mining company in a transformational recapitalization

Acted for a public junior gold mining company in a transformational recapitalization (forcing the conversion of preferred stock and amending the terms of a joint venture to reduce the company's remaining obligations) that created a significantly more efficient capital structure and improved the company's liquidity.

Licensing of a new pharmaceutical drug product

Acted for an international pharmaceutical company in an evaluation project for the licensing of a new drug product as well as intellectual property litigation matters.

Semiconductor corporate restructure

Advised a semiconductor manufacturer on the restructuring of its corporate structure, which included a settlement with an earlier founder and the former president of a key subsidiary.

Mistaken identity in personal injury case

Withers worked to successfully dismiss an action filed in California against a Japanese citizen in the United States. The action mistakenly named the citizen in a U.S. personal injury matter, although the intended party was a person of the same name.

Stock issuance to a Canadian asset management firm

We represented a public company and one of the world's largest manufacturers of graphite and carbon-based products in its US$150 million convertible preferred stock issuance to a Canadian asset management firm, followed by a tender offer and merger with a value of US$695 million pursuant to which the Canadian firm acquired the company and the company went private.

Costa Rica wellness resort

Structured and documented a fund for purchase of an 880 acre parcel in Costa Rica, now fully entitled for development of a “wellness resort.” The offering was a full private placement memorandum under Regulation D, Rule 506, with blue sky registration in a number of states. Considerable interest has been shown by prospective end purchasers.

Leading Japanese conglomerate

We advised a leading Japanese conglomerate in its minority investment in a Singapore limited exempt private company and its US, Chinese, Vietnamese, Thai, Indian and European subsidiaries.

US micro-venture capital fund

We completed the formation and private offering of a US micro-venture capital fund focusing on the business-to-business digital marketplace and have advised on its investments in three portfolio companies: a platform providing athletes and parents with a suite of online tools to streamline the recruiting process; a platform providing restaurants with a trained food delivery staff and system as well as an app which communicates orders received by restaurants; and a platform that allows manufacturers and distributors in the IT sector to communicate with resellers of their products.

Lease to a prime developer for Marriott Hotels

On behalf of owner, negotiated a 99 year unsubordinated ground lease to a prime developer for Marriott Hotels. In the process, increased the net present value of the parcel by 33% by aggressive use of comparable market data.

Residential subdivision in California

Withers frequently advises on the subdivision of residential properties, which often can be complex in nature. For example, our lawyers in California have prepared sales and risk management documentation and disclosures for a successor developer of a luxury subdivision, advised on the legal governance structure for a commercial/residential subdivision, prepared sales and condominium association documents for a luxury ocean front condominium project and prepared sales and condominium association documents for luxury residential project, along with reciprocal easement agreement with adjacent hotel.

Residential real estate in California

Our team in California has deep experience regarding the buying, selling and negotiation of contracts for various residential properties. We have represented the seller of a 25 acre wine country parcel for the development of a luxury home and the purchaser of a resort home in an ultra-high end resort community, including negotiation of a construction contract for purchase of the residence. In addition, we have negotiated and prepared numerous easements with neighboring homeowners, represented a variety of condominium owners in matters involving homeowners associations and represented numerous purchasers of luxury homes and condominiums, including the review of titles and homeowners association documents and architectural guidelines.

Private club/hotel

In a transaction involving a private club/hotel, our lawyers advised on documenting a long term sale leaseback transaction for the development of a historic adaptive reuse project, including the purchase and sale agreement, lease, development agreement, construction contract and related documents.

Option transaction for a private airport

Our lawyers represented the seller in closing an option transaction for a private airport to a solar energy company.

Washington State golf course

Complete representation of offshore purchasers of a highly regarded public golf course in Washington State with hotel development potential, including issues of planning and zoning, subdivision, labor law and construction law.

Private fiduciaries

We represented numerous private fiduciaries in matters related to the management, leasing and sale of trust real estate assets.

A Roman Catholic Order

For a Roman Catholic Order, monetized real estate holdings to provide annuity for aging Sisters by entitling one portion of parcel for 79 single family homes (in concert with a leading developer) and using the proceeds to construct advanced “age-in-place” senior housing for Sisters; additionally, US$200 thousand per new home was dedicated to a private operating foundation for perpetual maintenance and public use of a 5.5-acre legacy garden, over a century old.

Semiconductor manufacturer surplus land subdivision

Subdivided surplus land held by a semiconductor manufacturer, including numerous easements and a partial condemnation by city. One parcel was immediately sold, improving client’s balance sheet.

Roommate matching economy startup

Structured and documented a fund providing seed money for a sharing economy startup in the roommate matching space. Founders are accomplished, successful serial entrepreneurs in the “matching algorithm” field. The offering was a full private placement memorandum under Regulation D, Rule 506 (c), with blue sky registration in a number of states.

Windup of real estate fund

Handle sale out of multiple apartment assets owned by an offshore fund, together with windup of entity. Windup and liquidation of foreign corporation included issues of law of Curacao, Hong Kong and California/US.

Conservation easement

On behalf of farmer owners, negotiated a complex Conservation Easement preserving agricultural and tourist-serving uses while selling future development rights to a land trust.

Retail center / winery

Completed pre-development funding and entitlement of a “Wine Village” on one of California’s busiest traffic corridors. The Wine Village will lease to 17 wine shops and two restaurants. Combination of base rent and percentage rent from case sales will assure high long term profitability of this project.

Alameda County trophy home

Full representation of client in acquisition of the most expensive home ever sold in Alameda County, CA. Home is highly engineered and architecturally complex. Client did not use a real estate broker and relied instead on Withers for all due diligence, financing and insurance underwriting, plus the acquisition of a substantial art collection onsite.

Individual lender based in Russian Federation

Withers successfully obtained judgment against a debtor based in California on behalf of an individual lender based in the Russian Federation. The debtor, a prominent dance event organizer, failed to repay funds lent to him to further his dance business.

Heirs to pharmaceutical company fortune

Represented heirs to the fortune from a pharmaceutical company in a dispute concerning control of the family office and competing claims of breach of fiduciary duty. After completing all pre-trial discovery and motion practice, Withers successfully negotiated a settlement for the heirs without the need for a costly and public trial in California state court.

Heir to a publishing fortune

Withers represented one of the heirs to a publishing fortune in a case arising out of a dispute with his children over the administration of various family trusts. Withers successfully resolved the dispute through alternative dispute resolution in California avoiding a costly court battle and prolonged family discord.

Trust beneficiary

Represented a trust beneficiary who obtained a million dollar judgment and an award of attorney’s fees against a trustee who breached her fiduciary duties in the administration of a family trust.

Designated beneficiary of a retirement account

Represented the designated beneficiary of a retirement account and obtained summary judgment defeating the claim of an adverse party seeking a portion of the retirement account.

Private professional fiduciaries

In several different matters, successfully defended private professional fiduciaries against claims of alleged breach of fiduciary duty.

Amendment of Foreign Affairs Manual

Advocated on behalf of US citizenship renouncing persons and convinced the US Department of State to amend the Foreign Affairs Manual to allow renouncing citizens to retain their US passports while waiting for Department of State to issue the Certificate of Loss Nationality, and thereby permit these persons to continue to be able to travel to the US.

Global entertainment conglomerate

Assisted in the transfer of US employees to China for a global entertainment conglomerate.

Healthcare system immigration program

Consolidated and took lead in managing immigration program for one of America’s largest healthcare systems.

Employment visas and green cards

We routinely represent individuals of extraordinary ability in business, sciences and art in obtaining employment visas and green cards.

Fiduciary removal proceedings

We act in fiduciary removal proceedings to remove or defend against the removal of an executor, trustee, agent, guardian or conservator as a result of wrongdoing, misconduct or inability or incompetence to serve.

Financial institutions in Mexico

Advised major financial institutions in and outside of Mexico on the use of sophisticated tax compliant investment structures for their private clients to deal with ongoing developments in Mexican and international tax compliance regimes.

Luxury hotel chain in Miami

Acting for a luxury hotel chain on the financing for the acquisition and re-development of their Miami Beach site.

Luxury hotel chain in California

Represented a luxury hotel chain in its expansion in California, assisting in the negotiations regarding the lease of prime space on the Pacific Coast Highway for its new beach club and the related acquisition of an existing liquor license from the controlling landlord entity.

Luxury hotel chain in Los Angeles

Assisted a luxury hotel chain in acquiring  a 50,000 square foot development property in downtown Los Angeles (which transaction included a bridge loan facility from a co-investor), as well as assisting the client with flipping the parcel to a third party purchaser (among multiple bidders) for a significant profit.

Luxury hotel chain in Brooklyn

Assisted a luxury hotel chain with the completion of two new leases as part of its prestigious development in the trendy DUMBO neighborhood of Brooklyn.

Build-to-suit lease and parking facility

Advised on a build-to-suit lease plus adjacent parking facility for new hotel, club and restaurant property in Chicago.

New York construction/permanent financing

Structured and implemented investment and operating vehicles, as well as arranged for construction/permanent financing, for international boutique hotel, restaurant private club, and spa in New York City.

International sport club

Represented purchaser/borrower in US$65 million financing and acquisitions in Montana, New York and Massachusetts for international sport club.

International conservancy and sporting society

Advised on multiple acquisitions for US headquartered international conservancy and sporting society of high-end destination resort businesses and related US$135 million financing facility. 

An elderly client in California

Withers helped an elderly client defeat aggressive efforts by her daughter to force her to endure a medical examination or submit to a guardian ad litem. Withers is often asked to zealously represent parties in California elder abuse actions in a variety of scenarios, including both those situations where the older person is still alive or is deceased.

National basketball team

Represented a national basketball team in defending federal claims. The case successfully resolved with full dismissal of claims against the team.

Foreign-based seller of NY property

Represented a foreign-based seller of NY property, whose lawyer stole the proceeds of the sale. In addition to partial recovery from the Lawyers' Fund, we were able to recover a substantial amount of the uncovered losses.

Television content distribution rights and contracts

Our attorneys represented companies in the cable and satellite television industry in disputes concerning television content distribution rights and contracts.

Outside general counsel for luxury brand

Represented luxury brand as outside general counsel in all areas of employment including counseling, compliance with employment laws, leave-related issues, terminations, and defending discrimination actions.

US consumer goods company

Represented a US consumer goods company in advertising compliance issues.

US technology company

Advised in the acquisition by a US technology company of software and intellectual property assets from an embedded software company in Moscow and related technology service agreements with an affiliated entity in British Virgin Islands.

International beer manufacturer

Advised an international beer manufacturer on trademark infringement in Singapore.

Italian wine manufacturer

Managed the trademark portfolio of a leading Italian wine manufacturer.

Trademark injunction

Obtaining a unique form of injunction in relation to a claim for passing off, whereby the defendant was forbidden from using their own trade name because it had been coupled with our client's well-known brand.