255 State Street

7th Floor
Boston MA 02109, USA
MA
Phone: +1 (617) 742 4200
Fax: +1 (617) 742 2355
www.riw.com (http://www.riw.com)
Ruberto Israel & Weiner PC / Massachusetts, Boston /

Firm Profile
Ruberto, Israel & Weiner is a well established business law firm based in Boston, providing legal services to a
diverse client base throughout the region, across the U.S. and internationally. We combine the skills and
resources often found in a larger firm with the accessibility and responsiveness a smaller more flexible firm
structure provides. RIW represents all forms of business entities in a variety of industries, including technology,
manufacturing, securities, banking and lending, retail, food and hospitality, construction, insurance, and
commercial real estate.
Practice Overview
RIW represents all forms of business entities in a variety of industries, including technology, manufacturing,
securities, banking and lending, retail, food and hospitality, construction, insurance, and commercial real estate.
Banking, Financing & Lending
Ruberto, Israel & Weiners Banking, Finance & Lending practice is comprised of seasoned attorneys who
understand the issues faced by major local, national and international banks, finance companies, as well as
other financial institutions. The Banking group has consistently earned a stellar reputation throughout the Firms
history of serving the banking industry.
The Firms work in finance, lending, workouts, restructuring and bankruptcy is substantially based in the New
England area. We also perform services effectively throughout the country for nationally- based clients. Because
of our level of experience in this area, we are able to staff our clients accounts with a minimum number of
attorneys to reduce costs and provide for greater flexibility and coordination of legal services.
Asset-Based Lending
Werepresent asset-based lending departments of major financial institutions in the greater Boston area and act
as counsel for several national asset-based lending institutions. The Firm has been involved in the creation and
continuing operations of several finance companies, factors, and other secured lenders, and it has authored
numerous sets of form documents for clients.
Term & Equipment Lending
We have considerable experience in term financing and equipment lines based on the value of fixed assets,
including equipment, real estate and other tangible assets.
Real Estate Lending
In addition to our traditional real estate services for developers, investors and buyers and sellers of real estate,
we serve lenders involved with commercial real estate loans, including acquisition, construction and traditional
term lending.
Tranche B, Mezzanine and Unsecured Loans
We represent lenders making Tranche B, mezzanine, unsecured and partially secured loans to public and
private companies with financing accommodations, such as letters of credit and bankers acceptances.
Participations & Agency Lending
We are involved in numerous transactions representing lenders on both a participation and syndication basis for
asset-based, unsecured, secured and real estate loans.
Public Finance Transactions
RIW is listed in The Bond Buyers Municipal Marketplace and has acted as bond counsel, counsel to
underwriters, trustees, issuers (public and quasi-public agencies), institutional borrowers, banks and other bond
purchasers in public finance transactions.
Restructuring Finance Transactions
We handle loan workouts, liquidations, foreclosures, lender liability defense strategies and the renegotiation or
forbearance of troubled loans.
Li ti gati on
We represent creditors and debtors in state and federal courts regarding all areas of banking, lending and
finance litigation.
Bankruptcy & Insolvency
We represent secured and unsecured creditors, landlords, and creditors committees in the United States
Bankruptcy Court and handle strategic planning and representation of Chapter 11 and Chapter 7 matters on a
national basis. The Firm also represents secured lenders in connection with debtor-in-possession financing.
General Banking Matters
We serve as general counsel to a regional savings bank, providing advice and guidance in regulatory matters,
consumer, residential and commercial loan issues, conflicts involving commercial paper, and general corporate
matters.
Commercial Real Estate
Ruberto, Israel & Weiners Commercial Real Estate Group provides a wide range of legal services to individuals
and companies engaging in commercial real estate transactions. Our clients represent a cross-section of
industries and are based locally and nationally. We provide counsel to businesses at all stages of development
from emerging growth companies to established market leaders.
We are recognized by clients and peers alike for our straight-forward and flexible approach to executing deals
that are in our clients best interests. The goal of our Commercial Real Estate team is to develop solutions that
will maximize our clients profitability and accomplish their business objectives.
Real Estate Transactions
We provide planning and documentation for all types of real estate transactions, from acquisitions and
developments to tax analyses, financing, new construction and sales.
Real Estate Issues
We resolve issues relating to zoning, the environment, land use permits, tax free exchanges and tax
abatements.
Leases
We negotiate and document commercial and residential lease transactions for landlords and tenants.
Titles
We review title examinations, resolve title disputes, and issue title insurance policies.
Business Counsel
We advise and consult on business issues facing real estate owners, including marketing strategies.
Team
Our Commercial Real Estate team is well-versed in local, state and national real estate laws and highly
knowledgeable of the market. We have dealt with diverse types of transactions and issues in all aspects of real
estate ownership, maintenance and transferal. We build the right team of lawyers for each clients unique
circumstances. In so doing, we provide the expertise and value that our clients expect.
Clients
RIW represents businesses, developers, contractors, lending institutions, cooperative and condominium
associations and individuals in all types of commercial real estate deals and issues. We have represented
numerous individuals and entities in the purchase and sale of commercial properties and condominium
conversions. We have also represented both buyers and sellers undertaking like-kind real estate exchange
transactions.
Construction Law
Construction disputes can severely disrupt schedules and a projects bottom line. Our Construction Law team
assists in the resolution of disputes in a quick and efficient manner. When appropriate, we work to resolve
disputes without litigation by employing mediation, arbitration, and other forms of alternative dispute resolution.
Ruberto, Israel & Weiners Construction Law Group represents clients in all areas of the industry to help facilitate
projects from inception to completion.
We are experienced in all areas of construction law, including:
Counseling on Construction
We routinely assist our construction industry clients in navigating the phases of their construction project from
contract formation through project close-out and final payment. We also assist in creating construction and
development corporations, joint ventures, and limited liability companies.
Construction Claims
We have extensive experience in preparing, analyzing, defending and prosecuting a wide variety of
construction claims, including contract balances, change order disputes, scope of work issues, lien claims, surety
bond issues, delays, disruptions, and terminations. When disputes arise, we apply the most appropriate
resolution technique, including litigation, to protect our clients interests.
Construction Contracts & Forms
We prepare and negotiate design and construction agreements for public and private projects, and work with
major industry forms, including AIA and AGC. We advise our clients on best practices for streamlining and
optimizing the administration of their projects.
Team
To address the wide variety of situations our construction industry clients encounter, our team draws on the
strengths of both transactional and trial lawyers, all well-versed in the unique context of construction projects.
Our attorneys are experienced in dealing with construction businesses corporate, finance, and real estate
matters, and with issues related to the development, financing, sales and leasing aspects of construction
projects.
Clients
We represent construction company owners, developers, general contractors, subcontractors, suppliers, sureties,
and design professionals involved with both public and private projects.
Corporate & Business
Ruberto, Israel & Weiners Corporate & Business Group provides strategic counsel to clients from business
formation through maturation, mergers & acquisitions, and exit strategies. Our business attorneys are highly
regarded for their no-nonsense approach to getting deals done effectively, efficiently and with a focus on the
clients bottom line.
Business Organization
We assist with organization and entity planning, shareholder agreements, employment arrangements and
ongoing corporate counseling.
Financing
We help clients secure critical financing via seed capital, venture financing, commercial loans, institutional debt
placement and private placement securities offerings.
Mergers, Acquisitions & Reorganizations
We represent buyers and sellers in acquisitions and divestitures, including asset acquisitions and sales, mergers,
tax free reorganizations, spin-offs and recapitalizations. We work with every company type from start-ups to
established businesses. Our team has had tremendous success helping clients through the M&A process,
especially with respect to tax issues.
Commercial Relationships
We advise and represent clients with respect to joint ventures and strategic alliances, manufacturing
agreements, sales representative agreements, domestic and international distribution and dealership
arrangements, franchising and other business agreements.
Employment Agreements
We counsel clients regarding employment, non-competition and confidentiality agreements, stock options,
deferred compensation arrangements, stock and bonus plans.
Commercial Real Estate
Our attorneys plan and document all phases of real estate transactions, from acquisitions and development to
tax analysis, financing, leasing, construction, zoning, title issues and sales.
Trademarks, Intellectual Property & Licensing
RIW provides guidance on domestic and international licensing, trade secret protection, copyrights, and
trademark research and registration.
Business & Shareholder Disputes
We advise on avoidance or resolution of conflicts among owners of closely held companies as well as how to
handle commercial disputes. Services include negotiation, advice on strategy and tactics as well as
pre-litigation counseling
Commercial Litigation
We represent clients on matters in which litigation is necessary to resolve disputes, such as partnership and
corporate break-ups, employment, finance and lending, and intellectual property.
Team
Our attorneys have extensive track records working with successful entrepreneurs, owners and management
teams in industries ranging from high tech to hospitality. We understand and have strengths in negotiation,
project management and working with multiple parties. In addition to notable legal expertise, the groups
attorneys possess Certified Public Accountant credentials, advanced degrees in taxation, and direct experience
in business and entrepreneurial ventures.
Clients
The Corporate & Business Group provides services to companies in a wide range of industries, including
manufacturing, technology and retail, food, and hospitality, among others. We service entrepreneurs and
corporate entities throughout New England, across the U.S. and internationally.
Employment Law
RIWs Employment Law Group is a multi-disciplinary team of business and litigation lawyers focused on all
aspects of the employer and employee relationship.
We take a practical and proactive approach to employment issues, providing counsel to prevent issues from
becoming distracting problems and to resolve problems which do arise in a quick and efficient manner.
Employee Materials Review and Preparation
We review and prepare human resource documentation such as employee manuals and handbooks.
Regulatory Compliance and Guidance Training
We assist organizations with defining the employer-employee relationship and provide counseling, training, and
seminars to ensure compliance with local, state and federal regulations.
Employment Agreements
We negotiate, draft and review employment agreements, including non-compete and confidentiality
agreements.
Discrimination and Wrongful Termination Claims
We defend against a wide range of discrimination and wrongful termination claims, including sexual
harassment, all forms of discrimination, including but not limited to age, handicap, sex, sexual orientation,
martial status, racial and religious discrimination; and breach of contract.
Counseling
RIW provides practical advice on a variety of employment issues, including pre-termination strategies, wage and
hour issues and the application of leave laws.
Wage & Hour Claims
We counsel companies with respect to complex state and federal wage and hour claims. We have successfully
defended clients before state and federal courts in individual, collective & class actions.
Severance Packages
We counsel clients in the formulation and negotiation of severance packages.
Team
The insight and experience of our attorneys help clients avoid the many pitfalls associated with addressing
employment and human resource issues. Our broad litigation experience allows us to effectively counsel clients
on all available options so they can make informed choices regarding next steps. RIW has litigated cases in all
forums, from the Massachusetts Commission Against Discrimination to state and federal trial and appellate
courts. When appropriate and feasible, we utilize alternative dispute resolution, including mediation and
arbitration.
Clients
Our clients span all sectors of the economy, from high tech and finance to construction and energy. We work with
the human resource specialists of larger organizations and owners and managers of smaller companies.
Intellectual Property- Trademarks & Copyrights
Ruberto, Israel & Weiners Trademark & Copyright Group is a multi-disciplinary team of corporate and litigation
attorneys with knowledge, expertise and interest in the areas of trademark and copyright law. We focus on
trademark, branding, and copyright counseling and strategic planning, trademark and copyright registration,
maintenance, licensing, enforcement, negotiation and dispute resolution, and litigation services. Our trademark
portfolio and client base are international, and our team is experienced in assisting clients with the registration
and enforcement of their trademarks worldwide through our global network of associated firms. The group has a
valuable perspective on the practical business issues involved in this area.
Trademark Services
Trademark and branding advice; trademark registration (including complex office action responses) and
maintenance.
Licensing, assignments and other strategic agreements.
Enforcement of trademark rights through cease and desist letters, oppositions, cancellations, UDRP
proceedings, state and federal lawsuits and defense of same.
Negotiation and settlement of trademark disputes.
International trademark advice, registration through foreign associates or the Madrid Protocol system,
international trademark maintenance, foreign oppositions and other enforcement actions, and worldwide
settlement agreements.
Copyright Services
Copyright advice and registration
Licensing and entertainment-related contracts for creative companies and individuals.
Enforcement of copyrights through cease and desist letters and federal lawsuits, negotiation and settlement
of copyright disputes.
Our Lean Structure
Our team is headed by highly qualified and experienced lawyers who can quickly grasp critical legal and
business issues. Our expertise combined with our lean boutique structure, allows us to provide effective advice
quickly, and help you reach your business goals in a timely and cost-effective manner.
Industries Served
High Technology
Retail, Food & Hospitality
Manufacturing
Consulting
Communications
Music, Publishing, Art,
Film, Photography, and many others
Litigation
Success in litigation requires the right balance of negotiation, strategy, preparation and courtroom tenacity. Our
litigation practice has extensive experience including the banking and securities industries, employment issues,
complex commercial matters, intellectual property and construction disputes. Ruberto, Israel & Weiners
litigators have a proven track record and hands-on experience in all aspects of effectively representing our
clients.
Our attorneys have tremendous depth of experience consistently trying cases to conclusion in federal and state
courts in multiple jurisdictions. Our trial experience includes both jury and non-jury trials as well as before
administrative judges and regulatory bodies.
RIW attorneys are highly qualified to advise clients through detailed and practical cost/benefit analyses of the
economic viability of cases. When appropriate, RIW will recommend alternative methods of resolving conflicts,
such as arbitration or mediation settings. Our litigation team is adept at cost-effective management of both
large, complex cases and less complicated matters.
Alternative Dispute Resolution
Where conditions allow, we minimize costs and potential business disruption by helping parties resolve business
disputes through mediation, arbitration and mini-trials. Additionally, members of our team serve as mediators
and arbitrators, providing greater depth and insight into the process.
Banking, Lending & Finance
We have represented banks and other lenders in all areas relating to banking, lending and finance litigation,
such as lender liability claims, loan default litigation, and sub-prime lending issues.
Commercial Disputes
We represent clients in all aspects of general business litigation and real estate related litigation including
partnership and corporate break-ups.
Construction
Our construction industry team offers expertise in all areas of construction law including the Miller Act, state
public bid statutes, perfection of bond claims and mechanics liens, and breach of contract disputes. We pursue
claims and defend owners, architects, developers, contractors, subcontractors, and suppliers on public and
private construction projects.
Corporate & Professional Liability
RIW litigates claims of fraud, breach of contract, breach of fiduciary duty, unfair trade practices and fraudulent
conveyances. We represent parties in malpractice cases involving accountants, attorneys, and other
professionals.
Employment & Discrimination
We counsel employers in all areas of employment law including compliance with federal, state and local
employment laws. Our attorneys defend claims for wrongful termination, violation of employment contracts,
defamation, FLSA, discrimination, and wage and hour violations before state and federal courts, the Equal
Employment Opportunity Commission (EEOC) and the Massachusetts Commission Against Discrimination
(MCAD).
Securities
Our attorneys have extensive knowledge of the securities industry and its products, such as derivatives,
commodities, options and mortgage backed securities. We provide skilled defense of regional and national firms
and local broker-dealers against civil actions and regulatory complaints involving violations of state and federal
securities laws, common law fraud, unsuitability and churning. We routinely make appearances in federal and
state courts and before regulatory bodies such as the SEC, CFTC, FINRA, state securities regulators and various
arbitration panels and mediators.
Technology & Intellectual Property
We represent clients in suits concerning technology business and intellectual property disputes, such as
non-competition agreements, commercial contracts, licensing tademark, trade secret, copyright and patent
infringement.
Mergers & Acquisitions
The Mergers & Acquisitions Group of Ruberto, Israel & Weiner is committed to closing deals when you need it
and how you need it.
Our deep industry and legal experience allows us to identify, anticipate and respond to relevant third-party and
other collateral issues before they become problems or compromise a deal.
We never lose sight of the ultimate goal strategic, tax-efficient transactions closed on time and on budget.
Services
Ruberto, Israel & Weiner represents clients in acquisitions and divestitures, including mergers, tax-free
reorganizations, spin-offs and recapitalizations. Recent transactions include the $175 million acquisition of RIW
client, Harmonix Music Systems, Inc., by Viacoms MTV Networks. For a full list of client transactions, please
contact the firm.
Team
The M&A Group consists of highly experienced transactional lawyers, some of whom are certified public
accountants or hold advanced degrees in taxation. For each transaction, we assemble a team led by an M&A
partner with extensive relevant experience and supported by appropriate-level associates, paralegals, and
administrative staff.
When a transaction demands specialized knowledge and skills, we draw on the abilities of attorneys from other
practice areas, including Tax Law, Banking, Finance & Lending; Bankruptcy; Technology & Intellectual
Property; Energy; Employment; and Litigation.
Clients
Our clients are based across the nation and around the globe. Many are innovators in manufacturing, service,
and technology. Some are emerging companies intent on quick growth. Others are established businesses
seeking to realize the value of their operations through divestiture. Regardless, they all share a common vision
to transform their organizations through smart, efficient transactions.
Retail, Food & Hospitality
Ruberto, Israel & Weiner has provided legal services to retail, food and hospitality industry clients for close to 25
years. We understand the unique business challenges and legal concerns of these industries and the need for
proactive planning and decisive action. Because of our experience, we can anticipate clients' requirements and
guide them on operations and marketing, employee matters and other industry specific management processes.
RIW's retail, food and hospitality team is not only well-informed on significant industry issues, but also a
participant in industry activities, including trade associations such as the Massachusetts Restaurant Association
and the Massachusetts Lodging Association. We organize seminars and lectures; publish articles; and serve on
boards of advisors for food, beverage, and hospitality industry companies. We are co-founder of "Restaurant
Trends, " which provides an annual educational seminar for the restaurant industry, and we publish a quarterly
newsletter for the industry entitled, "At Your Service."
Services
We assist clients in the retail, food and hospitality industries in the following areas:
Organization and operation of corporations
Partnerships, joint ventures and limited liability companies
Merger and acquisitions
Employment and labor matters
Trademarks, copyrights, branding and licensing
Debt and equity financing transactions
Private placement securities transactions
Purchases, sales and leases of commercial real estate
Permitting and licensing
Taxation
Litigation and alternative dispute resolution
Business disputes and reorganizations
Workouts and bankruptcies
Succession planning
Our retail, food and hospitality clients range from start-ups and multi-unit enterprises to national chains and
cover the spectrum of industry sectors, including:
Food and beverage manufacturing
Food/beverage distribution
Consumer and luxury goods
Pet merchandise
Pharmacies
Regional and national retail and restaurant chains
Fashion apparel
Resort hotels
Restaurant suppliers
Securities Law
Since 1974, Ruberto, Israel & Weiner has represented broker-dealers in connection with customer complaints for
alleged impropriety by brokers or management; as underwriters in claims for fraud in connection with public
offerings and alleged failures to comply with state or federal regulations; and in disciplinary matters before the
SEC, FINRA, and the Massachusetts Division of Securities.
Some of our more recent cases include:
Defended brokers and managers against allegations of market timing by the SEC. Awaiting Administrative
Law Judge decision.
Successfully defended (after 21 day arbitration) broker, branch managers and compliance officers in claim
by former customer for $18 million as the result of index option activity.
Successfully defended claim in Federal District Court involving claim under ERISA statute alleging
substantial loss as a result of fraudulent representation by broker and firm relating to bond swaps on
purchase of limited partnerships. Decision affirmed by the First Circuit and Certiorari to the U.S. Supreme
Court denied.
Successfully defended a $19 million discrimination claim against broker dealer before NASD arbitration
panel. Issues were whether firm violated state and federal age discrimination statues by demoting manager
of institutional trading department and later terminating him.
Negotiated favorable settlement with Massachusetts Division of Securities resulting in withdrawal of
complaint without any findings or wrongdoing.
Successful defense of lead underwriter in $70 million class action claim in Federal District Court by the
preferred shareholders of a failed savings and loan institution. The major issue concerned the value of
excess servicing rights reflected on the S&Ls financial statements which were incorporated in the offering
circular.
Technology Business
Ruberto, Israel & Weiners Technology Business Group is focused on information technology and high
technology manufacturing.
Our attorneys understand the interaction between money, intellectual property and technology in a global
marketplace.
We provide deep sector-specific knowledge of clients technologies, business practices, intellectual property
assets, and transactions.
We efficiently execute sophisticated and complex technology sector deals.
Industries Served
Our firm represents clients that provide technology products and services. RIW represents emerging technology
companies as well as established players expanding into new technologies.
Specific industry segments include:
Business software, such as infrastructure, financial software, Internet, open source and communications
products
IT services, including web businesses and software-as-a-service (or SaaS) vendors
Silicon products, including semiconductors, ASICs and MEMS
Consumer software and content, including music products and games
Communications technology companies
High tech materials
Technology Transaction Types
We handle critical domestic and international transactions for technology businesses ranging from start-ups to
publicly-traded companies. They include both American and foreign businesses.
Licensing and technology transfer
Customer, reseller, VAR and OEM agreements
Development agreements
Technology acquisitions and transfers
Outsourcing agreements
Internet and mobile distribution deals
Patent, copyright and trademark licensing
Open source licensing
International distribution arrangements
Strategic alliances and joint ventures
Multimedia, entertainment and game deals
Content acquisition and licensing
Technology M&A
RIW does technology merger and acquisition deals. For example, we recently handled:
The sale of an open source vendor to Oracle
The sale of an employment software company
The purchase of a mobile music distribution company
The intellectual property aspects of a $350 million technology company division sale to a foreign buyer
The $175 million sale of Harmonix Music Systems to Viacoms MTV Networks
Strategic Guidance
We provide advice and guidance on all legal aspects of:
Distribution strategies
Branding strategies
Technology and intellectual property strategies
Additional Services for Technology Companies
Our services for technology companies also include:
Company Formation
Incorporation, tax strategy, capital structure, shareholder agreements
Formation and operation of US-based subsidiaries of foreign companies
Financing Transactions
Seed capital, angel and venture financing, commercial loans, private placements, securities offerings,
employee stock and ownership plans
Employment
Employment law generally, employee agreements, option plans and other equity compensation plans
Trademark, Brand Strategies and Copyrights
Trademark registration services, including US federal registration
Foreign trademark services
Management of global trademark portfolios
Copyright registration
Litigation
Civil litigation issues, including trade secret matters, copyright and trademark infringements, contract
disputes, and non-competition and confidentiality agreements.
Trusts and Estates
Ruberto, Israel & Weiner's Trusts and Estates practice focuses on helping our clients create a wealth transfer plan
that will ultimately preserve and transfer their business and personal wealth to future generations in a
harmonious, tax-efficient manner. Our Trusts and Estates attorneys are known for formulating creative, practical
solutions to complex estate and business succession planning issues that achieve our clients' estate and tax
minimization planning objectives. We do this by establishing strong relationships with our clients so that we can
gather the information we need to develop a highly customized solution for each client's unique situation. We
enhance our customized approach by working as a team with our clients' other advisors, to obtain efficient and
cost effective results in a holistic fashion.
Services
Estate and Gift Planning -- We have extensive experience in designing, drafting and implementing the
following:
Wills
Revocable Trusts
Durable Powers of Attorney
Health Care Proxies
HIPAA Releases
Life Insurance Trusts
Generation Skipping Trusts
Grantor Retained Annuity Trusts (GRATs)
Qualified Personal Residence Trusts (QPRTs)
Charitable Trusts
Private Foundations
Trusts for Minor Children
Grantor Trusts
Estate and Trust Administration - Working together with outside investment managers, we serve as fiduciary for
estates and trusts or, alternatively, we counsel individual and institutional fiduciaries serving as executors and
trustees with respect to the following:
Probate
Funding of Trusts
Estate and Gift Tax Return Preparation
Trust Administration
Team
Our team of Trusts and Estates attorneys possesses the level of experience and sophistication on all aspects of
estate planning and administration necessary to successfully guide our clients and their families through the
estate planning process in plain English. Most attorneys in the group have obtained Masters of Law Degrees in
Taxation and are often sought after to speak on estate planning topics for attorney continuing education
seminars, charitable organizations, and others.
The tax and business law backgrounds of our team members make us especially well qualified to work with
closely held business owners, executives and entrepreneurs. We understand the complex business and tax
implications inherent in building an estate plan for these individuals, and we work with Ruberto Israel & Weiner's
corporate and business lawyers to structure comprehensive business succession plans and/or buy-sell
arrangements that will ensure a smooth business transition. Our approach also focuses on minimizing the
family's overall estate and income tax burdens. At the conclusion of the initial phase of the planning process,
our clients have achieved peace of mind from knowing that they have successfully addressed these multi-
faceted issues.
Clients
We represent individuals, closely-held business owners, entrepreneurs and corporate executives. We also
represent individuals and corporate entities in their role as fiduciary.