Mediator Resume

Retired New York State Supreme Court Judge with 28 years of experience on the bench (21 years in the Commercial Division and four years as an Associate Justice of the Appellate Term of the Second Department for the 9th and 10th Judicial Districts). Former Partner of Shearman & Sterling, with a transactional practice specializing in a variety of complex domestic and cross-border matters involving finance, mergers and acquisitions, real estate acquisitions and financings, project finance, workouts (including country debt restructuring) and securities offerings (both private placements and public offerings) involving banking, communications, entertainment, hospitality, manufacturing and energy.

Ruskin Moscou Faltischek, P.C. - Of Counsel

Retired Judge, Retired Justice; Arbitrator, Mediator; Special Referee.

Of Counsel, Ruskin Moscou Faltischek, P.C., 2024-Present; Justice, Commercial Division Justice (2002-2023)/Associate Justice of the Appellate Term of the Second Department for the 9th and 10th Judicial Districts, New York State Supreme Court, 1996-2023; Partner/Associate (1984-1992), Shearman & Sterling, 1984-1996; Associate, White & Case 1982-1984.

Twenty eight years as a Supreme Court Judge with 21 years in the Commercial Division, four years as an Appellate Term Judge, 13 years of experience as a transactional lawyer, first as an associate and then as a partner of a leading international law firm, conducted numerous trials, hearings, and rendered decisions on a wide variety of complex commercial cases. Structured, negotiated and documented complex domestic and cross border transactions in both the private and public sectors. BANKING Matters involving structured financings, claims involving disposition of collateral, claims related to lender liability, including disputes involving the exercise of rights under loan documents, claims of fraud and alleged breaches of the covenant of good faith and fair dealing. CORPORATE GOVERNANCE AND SHAREHOLDER DISPUTES Matters including questions of control, ownership, voting rights, dissolution, valuation, claims of minority oppression, breaches of duties, including fiduciary duty, by shareholders, members, partners, joint ventures, officers or directors, claims of self-dealing and usurpation, investor disputes and interpretation of governing documents, including shareholder and voting rights agreements. BUSINESS DISSOLUTIONS Matters involving the right to dissolve and determination of the value of the entity subject to dissolution; entities have included corporations, LLCs and partnerships. CONTRACTS Matters including questions involving breach of contract, fraud, misrepresentation, fraud in the inducement, tortious interference, recission, indemnification and attorney’s fees. EMPLOYMENT Matters including interpretation of employment agreements, restricted covenants, theft of intellectual property, employee stock option agreements, termination issues, including for cause based on claims of discrimination, harassment or hostile workplace, constructive termination and executive compensation. TRADE SECRETS AND INTELLECTUAL PROPERTY Matters including common law trademark, use of trade secrets or proprietary information, unfair competition between competitors or purchasers and sellers of businesses. REAL ESTATE Matters involving disputes over ownership, leasehold interests, questions of access, density, permitted use, claims involving construction or improvements to property and tax certiorari. INSURANCE Matters involving questions of coverage, amount and availability, regulation of insurance companies including the availability of private rights of action and insolvency of insurance companies. MERGER AND ACQUISITIONS Matters involving questions of valuation, including calculation of purchase price and computation of certain post-closing adjustments, disputes involving transaction structure and the nature of the assets acquired and the liabilities that were assumed. SECURITIES Matters involving the adequacy of disclosures, disputes involving publicly traded instruments and questions regarding the nature and characteristics of instruments.

As a retired Supreme Court Justice, including 21 years as a Commercial Division Judge, have actively participated in settlement discussions and mediation sessions in substantially all assigned cases. This includes a wide variety of complex commercial matters and a high percentage of these matters have resulted in a settlement. While these matters included a wide variety of complex issues, they often involved multiple parties whose dispute required resolution of both personal and financial relationships.

Have structured and negotiated numerous complex corporate transactions; business valuation; corporate governances; business transitions; equity ownership; employer/employee relationships; issues relating to sale or acquisition of a business; unfair competition; trade secrets; construction related disputes; contract disputes.

A successful mediator gathers as much information about the dispute as possible in an attempt to fully understand each party’s goals and limitations. Confidential mediation statements from each party are important for this process. When appropriate, parties are encouraged to provide a stipulated statement of facts, which can help to facilitate the process. Although this is a party-directed process, a mediator can often facilitate creative solutions in an effort to reach resolution. Confidentiality, creativity and party direction are also essential for a successful mediation.

Willing to conduct conferences, hearings, and mediations using on-line platforms such as Zoom or Microsoft Teams and to receive information and evidence in electronic format.

Syracuse University College of Law (JD, magna cum laude-1982); Boston College (BA, magna cum laude-1979).

Admitted to the Bar: New York (1983); U.S. District Court: Southern District of New York (1983).

Member, Commercial Division Advisory Council; Member, American Bar Association (recently served as Business Court Representative for the Business Law Section); Member at Large, Executive Committee New York State Bar Association Commercial and Federal Litigation Section; Co-Chair, Suffolk County Commercial Division Committee; Member, American College of Business Court Judges.

Author Chapter 101 Secured Transaction in the multi volume treatise Commercial Litigation in the New York State Courts; The Future of the Commercial Division on Long Island; 5th and 6th Annual Conference on Women in Business & Law; Commercial Business Innovations in Case Management: Opportunities and Challenges Created by the Pandemic; NYSBA Commercial and Federal Litigation Section; Preliminary Injunctions, TROs and More: A Comparative Analysis of the New York Commercial Division and the Delaware Chancery Court Role of Commercial Division in Post Pandemic Litigation; Center for State Courts Successor Liability in Merger and Acquisition Transactions; ABA Business Law Section; International Law in the Court Litigations Skills Conference; International Law Section of the ABA; Formation and Administration of Business Courts, American College of Business Court Judges; Achieving Equality for Woman Attorneys in the Courtroom and in ADR; New York State Bar Association; Dispute Resolution between The United States and the Peoples Republic of China. Taught a course entitled Business Law for several years in the Master of Business Administration program at The State University of New York at Stony Brook.

Hourly Rate: $700.00 Daily Rate: Not provided Study Rate: $700.00/hr Cancellation: Not provided Cancellation Period: Not provided Comment: Reimbursement of expenses for travel and hotel accommodations for in person mediations where travel is required.

English

United States of America

Uniondale, New York