Commercial Lending (A)

EBM&D acted as local real estate counsel to a local public utility in connection with the issuance of a $75,000,000.00 secured medium term lending facility. EBM&D was required, among other things, to examine and certify title to the company's real estate, some of which had been held by the company since 1849. Title work was required in 25 different cities and towns located in 4 separate registry of deeds offices. EBM&D was also required to coordinate the recording of the necessary indenture instruments so that it would occur all on the same day in each of the 4 registry offices, and then to update its title work and certifications each time a new advance was made under the lending facility. The program was financially successful for the client and EBM&D played a similar role 3 years later when a new $75,000,000.00 facility was issued once the initial loan proceeds were expended to broaden the utility's service capability.

Commercial Lending (B)

EBM&D acted as title counsel to an agency of the federal government in connection with the establishment of a series of walkways along much of the 5-mile canal system in downtown Lowell. EBM&D was hired to examine title to dozens of individual parcels, many of which had obscure title histories and had not been in productive use for over 100 years. Many complex issues were encountered, including abandoned railway rights, air rights over the canals, and split fee issues were certain parties retained ownership of parcels above or below a certain elevation. Much of the walkway system is now constructed over walkways whose underlying ownership has been determined by EBM&D attorneys.

Commercial Real Estate

EBM&D represented the owner of a 23 building apartment complex in southern New Hampshire in connection with a complex multimillion dollar refinancing transaction. The new loan was funded by GNMA mortgage backed securities and was insured by an agency of the federal government. EBM&D was able to successfully coordinate and close the transaction in compliance with stringent standards required for title, survey and various permitting and opinion matters, all of which had to meet more exacting standards than usual due to the federal government's involvement in the loan. Complicating matters was the fact that each building in the complex had been separately financed, and every bank that had previously held one of the mortgages had failed. The sometimes difficult matter of arranging for payoffs and proper releases was multiplied by a factor of 20, yet through EBM&D's efforts the transaction was completed in a timely manner to the client's satisfaction.

Environmental

Landlord/Business owner receives a Notice of Violation from the Massachusetts Department of Environmental Protection for an oil spill from an abandoned underground storage tank allegedly on his property. The Notice states that the Landlord/Business owner is responsible and liable to pay for the cost to clean up. After EBM&D investigate the matter, do site visit, evaluate a complicated title issue and review the applicable regulations, they argue to DEP that the Owner is not responsible. EBM&D successfully negotiate a finding from MA DEP that the owner had no liability and the Notice was withdrawn. Combining its experience in environmental matters with real estate and advocacy skills, EBM&D was able to get results for its client.

Estate Planning & Probate

EBM&D has many years experience in probating estates and managing legal issues faced by Executors, Conservators and Guardians...

A Decedent left behind an adult son who needed assistance in managing financial and other personal matters. A residence in the Greater Boston area was left in the estate to the son. EBM&D attorneys' broad base of experience were helpful in managing the numerous issues surrounding the sale of the real estate, locating an assisted living facility for the heir and complicated social security issues. The executor's issues were handled expeditiously and with attention to detail that sensitive matters require.

Insider Trading

When the SEC decided to pile on an EBM&D client and inflict penalties and sanctions well beyond what was warranted, EBM&D attorneys handled the appeal to the United States First Circuit Court of Appeals. The SEC is known for its aggressive tactics in pursuing insider-trading cases and using their defendants as examples to inhibit insider trading. But sometimes they permanently destroy a reputation unnecessarily. EBM&D challenged the SEC's appeal arguing that permanent injunctive relief was meant to permanently injure a reputation, which was unfair. The Court of Appeals agreed. Advocacy is meeting the challenge wherever it may be needed and EBM&D was successful in helping its client regain a professional life and future opportunity.

Mergers & Acquisitions (A)

EBM&D acted as counsel to a Southern New Hampshire website management software company in connection with it's acquisition of a Belgian company with a complimentary business. The US company benefited with a new cash investment made by the principals of the Belgian company. The US company was also able to gain access to important European markets and obtain licenses to a supporting software application. The Belgian company benefited by acquiring a portion of the US company, thereby obtaining access to important US markets as well as replacing its software development contractors with a superior software development team. EBM&D handled the entire transaction for the US company, which continues to improve its product line and add customers and market share.

Mergers & Acquisitions (B)

EBM&D represented a local publicly traded company in connection with the sale of a multi-acre real estate parcel it had intended to develop for its own office use but later determined to be surplus. The sale hit a series of snags, including the appeals in court of the proposed buyer's permits by an abutter (and competing developer). EBM&D was able to negotiate with its client a settlement of the court appeals that involved splitting the parcel so that each of the competing parties acquired a parcel for development. Each party was suspicious of the other and negotiations were difficult, but ultimately both sides agreed to the settlement and each acquired a parcel for development. Negotiations were also required with the prior landowner, which held certain option rights but ultimately agreed to release them in exchange for other considerations.

Permitting

EBM&D represents a suburban office park developer that has acquired multiple parcels for office park development. Several of the more recent of these transactions involve sites that were previously permitted for development but face issues of expiring and lapsing permits. EBM&D has worked carefully with this client to identify permits in danger of expiration so that appropriate renewals can be obtained prior to expiration. Because of EBM&D's expertise in this area, the client has been able to avoid the costly prospect of starting the permit process from the beginning. EBM&D's expertise has also enabled it to provide appropriate legal opinions to the client's construction lenders on each occasion where the client has sought to construct a building whose permits were in jeopardy of expiring.

Title Issues

EBM&D represented the owner of a 45-acre suburban residential subdivision in Northeastern Massachusetts that had a complex set of title problems to be solved. One of 9 siblings had mistakenly thought he held a deed to the subject property from his parents dated in the 1940's, but no deed was recorded and no copies could be found. The result of the failure to locate or record the missing deed was that the property passed intestate to each of the 9 siblings, and subsequently to successive generations. Descendant's of the original owner each held fractional interests in the property, some as small as 1/162 of an interest. EBM&D assisted the client in tracking down the heirs, who had spread across the country, and then filed various probate proceedings that were needed to establish title in the heirs. Deeds were obtained from all necessary parties, and the property was ultimately permitted and sold as a traditional residential subdivision.