Morrison Cohen LLP

🎉 💍 Partner Hon. David B. Saxe (Ret.) (Ret.) has published the second in his three-part “Wedding Dossier” series in New York Law Journal, in which he reflects on some of his more memorable experiences performing weddings during his career as a judge. Judge Saxe, a former Associate Justice in the New York Supreme Court Appellate Division, First Department, recalled a wedding he officiated at the Central Park Boathouse in the 1980s. It was an early fall Sunday afternoon, the leaves had started to turn and the lake shimmered, a perfect backdrop for a wedding. The intimate ceremony had no processional, and the couple had signed their marriage license in advance. The ceremony went smoothly until it was time to exchange rings. Saxe asked the groom if he would take the bride to be his wife, and without hesitation, he replied, “Yes,” and slipped the gold wedding band on her finger. But when Saxe asked the bride the same question, there was a long, tense silence. He asked again. Nothing. The groom asked her if she was okay. She didn’t respond. Saxe, growing concerned, said, “Louder, I can’t hear you.” As if finally breaking a spell, the bride responded, “Yes, I do.” Years later, Judge Saxe still wonders if there was a deeper issue at play, whether it was stage fright or something more, and if he made the right choice by continuing the ceremony. New York Law Journal subscribers, read the full story here: https://lnkd.in/ecDvNWwF #JudicialCareer #NYSupremeCourt #DepartmentOfJustice #CourtOfAppeals #AppellateDivision

🏗️ After nearly a year-long pause, work is back on track for Newark's tallest building! The Halo Tower project, a 42-story development in downtown Newark, is moving forward once again, thanks to the successful efforts of Christopher Milito and Y. David Scharf on behalf of client Acier Holdings. The project had been stalled due to a dispute between Acier and the construction lender. Last month, Morrison Cohen successfully opposed the construction lender’s motion to force a receiver over the Halo for the purposes of completing the project itself. This legal win follows Morrison Cohen’s earlier action for lender liability, stemming from the lender’s failure to fund the $90 million construction loan. The New Jersey Chancery Court denied the motion for a receiver, clearing the path for the project to continue. Phase 1 of the Halo Tower is now expected to be complete in Q1 2026, one year later than originally planned. Acier Holdings is represented by Morrison Cohen Real Estate Litigation Partner Christopher Milito, Counsel Joseph Kamelhar and Associate Hallie McDonald. Acier Holdings is represented by Morrison Cohen Chair & Co-Managing Partner Y. David Scharf, Partner Christopher Milito, Counsel Joseph Kamelhar and Associate Hallie McDonald. The story was recently covered on NJ.com. Read more here: https://lnkd.in/gw8W-vD2 Read more here: https://lnkd.in/e5-jwxCq #RealEstate #Construction #Development #LitigationSuccess #CommercialRealEstate

👨⚖️ When separate Appellate Division panels operating in the same department reach conflicting judicial decisions based on virtually the same set of facts, it can cause confusion and embarrassment for the court. Partner Hon. David B. Saxe (Ret.) recently published an article in amNY, where he explores this issue and proposes a solution. With the growing number of appeals and judges, Saxe suggests establishing an en banc procedure, where all judges in a department would meet as a single court to resolve conflicting rulings. While it would require a constitutional amendment, he argues that it would help ensure consistent decisions across the four Appellate Division departments and offer a much-needed solution to a small but persistent problem. Read the full article here (p. 20): https://lnkd.in/e4xyaivm Read more here: https://lnkd.in/ejeSm5md #LegalInnovation #ThoughtLeadership #AppellateDivision #EnBanc

Morrison Cohen welcomes Associate Steven Mercadante, who joins the firm in our Corporate Practice. He focuses his practice on mergers and acquisitions, private equity investments, start-ups and emerging companies, and general corporate matters. Steve advises private equity sponsors and both public and private companies across a wide range of industries on mergers and acquisitions, joint ventures, and divestitures and other business combinations. Steve also regularly services the day-to-day operational needs of clients at all stages of their life cycles, including early and growth-stage businesses. Prior to joining Morrison Cohen, Steve was an associate at Willkie Farr & Gallagher LLP. He earned his J.D from Boston University School of Law and his B.A., magna cum laude, from Rutgers University. We extend our warmest welcome to Steve. Read more here. https://lnkd.in/eGXnvs66 #CorporateLaw #MergersAndAcquisitions #PrivateEquity #EmergingCompanies

The launch of Morrison Cohen’s new Government Strategies & Controversies Practice has garnered significant media attention, showcasing the firm’s ability to help clients navigate the complexities of public policy, regulatory compliance and government relations. In a Law360 article about the new practice, our Chair & Co-Managing Partner Y. David Scharf, who leads the group with Partner Kristin Roy and Policy Director and Counsel Jarrod Bernstein, noted that the practice had been functioning informally for the past three years, with the decision to formalize it driven by the growing demand for services in government strategy. “As clients navigate the rapid change at all levels of government, now is the perfect time to formalize our offering in this area,” David said. “This multidisciplinary practice group will leverage the full scope of the firm's capabilities to advise clients on every aspect of their interactions with public officials and agencies.” As one of the only mid-sized law firms with government strategy capability, the practice advises clients in a wide variety of industries on handling issues such as government disputes, legislative challenges, regulatory investigations and administrative proceedings. It also offers crisis management solutions and public policy advocacy. “We strive to provide a steady hand to clients as they navigate public policy and crisis management issues,” said Jarrod. The Government Strategies & Controversies Practice launch was also covered in New York Law Journal, Politico and citybiz. Subscribers to Law360 can read the full article here: https://lnkd.in/emhYUNEk Read more here: https://lnkd.in/ehFNnsbG #Litigation #GovernmentStrategies #GovernmentControversies #GovernmentRelations #CrisisManagement

Our White Collar and Regulatory Enforcement Partner, Genny Ngai, recently published an article on the Women in AI (WAI) Legal Insights Blog, where she examines the differences in AI laws among the U.S. states in the absence of federal regulation and discusses the viability of these laws. Unlike the EU's AI Act, the U.S. operates under a patchwork system of AI legislation that varies from state to state. For instance, Colorado has implemented a stricter framework for high-risk AI, while Utah has chosen a more relaxed approach to encourage innovation. Genny shares key takeaways from these differing approaches, including: ✔️ The more complex or onerous the AI law is, the harder it will be to implement ✔️ Until there is a federal solution, AI law in the U.S. will only become more disparate and will be dependent on states’ interest in attracting AI investments and jobs ✔️ Despite challenges, more AI laws will be passed in the U.S., providing guidance for companies on future compliance ✔️ Companies should consider disclosing their use of generative AI, as transparency-focused laws like the UAIP are gaining traction and may influence other states Read Genny’s blog post here: https://lnkd.in/eNqKiuWc Read more here: https://lnkd.in/eebNcFf5 #AIRegulation #AICompliance #AIInnovation #LegalInsights #AI

👰 🤵 Partner Hon. David B. Saxe (Ret.) has published the first in his three-part “Wedding Dossier” series in New York Law Journal, in which he reflects on some of his more memorable experiences performing weddings during his career as a judge. Saxe, a former Associate Justice in the New York Supreme Court Appellate Division, First Department, noted that in his experience, many of his couples had diverse religious backgrounds, and selecting a judge to officiate was often a compromise. He recalled a wedding in 1982, his first year on the bench, when he stepped in for a senior colleague to officiate at Windows on the World atop the former World Trade Center. Saxe prepared meticulously for the event, and the ceremony went smoothly until he asked, “Does anyone here object to the union of this couple?” There was silence – until the bride’s father stormed in, shouting, “I object!” The bride, horrified, cried out, “Daddy,” as he continued to rant in both English and Hebrew. He was eventually removed, and the guests refocused on Saxe, who, though stunned, continued the ceremony and married the couple. “As I drove home that evening from this unruly baptism, I mulled over the ugly scene that seemingly arose from that innocuous question and I made a mental note to never ask it again. And I never did,” Saxe concluded. New York Law Journal subscribers, read the full story here: https://lnkd.in/ee-3hqCp #JudicialCareer #NYSupremeCourt #DepartmentOfJustice #CourtOfAppeals #AppellateDivision d

In a landmark ruling, the Second Circuit upheld the dismissal of federal securities law claims against Morrison Cohen client Uniswap Foundation, as well as several other developer and investor defendants, affirming that the defendants were not responsible for losses allegedly suffered by users who purchased so-called “scam tokens” traded on the decentralized cryptocurrency exchange Uniswap Protocol. The plaintiffs, on behalf of a putative class, alleged that even though the defendants did not issue the “scam tokens,” they were aware of and did nothing to stop the tokens from trading on the Uniswap Protocol. In August 2023, Judge Katherine Polk Failla of the United States District Court for the Southern District of New York granted the defendants’ motions to dismiss in their entirety. On February 26, 2025, the Second Circuit affirmed the dismissal of the federal securities law claims. The Second Circuit held that the defendants were not “statutory sellers” of securities, which is a prerequisite to bring claims under Section 12(a)(1) of the Securities Act. “Extending such liability” to the defendants under the Securities Act “would be akin to holding the NASDAQ or the New York Stock Exchange liable as facilitators of any fraudulent stock purchase on their exchanges.” And the “Defendants’ promotion of their platform on social media or use of the platform to sell their own issued token, UNI, does not render them statutory sellers of securities to warrant liability under the Securities Act.” In affirming the dismissal of the plaintiffs’ claim under Section 29(b) of the Exchange Act, the Second Circuit “agree[d] with the district court that it ‘defies logic’ that a drafter of a smart contract, a computer code, could be held liable under the Exchange Act for a third-party user's misuse of the platform.” Uniswap Foundation is represented by Jason Gottlieb, Michael Mix and Vani Upadhyaya. The law firms representing other defendants included Debevoise & Plimpton LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Latham & Watkins LLP. The case was covered in Law360. Subscribers can read more here: https://lnkd.in/etBxH_5a Read more here: https://lnkd.in/ewXHsrzW #BusinessLitigation #Cryptocurrency #DigitalAssets #DeFi #Blockchain #LegalTech

On March 3, 2025, Judge William H. Orrick of the United States District Court for the Northern District of California ordered Mark Shin to pay Morrison Cohen client ICON Foundation $3.5 million in attorneys’ fees and costs. Shin had sued ICON Foundation – a Swiss foundation formed to develop and support the ICON Network, a blockchain protocol for decentralized applications – after Shin maliciously exploited a software bug in the ICON Network, and was able to erroneously generate and deliver to him nearly 14 million new digital asset tokens. After ICON Foundation took steps to freeze some, but not all, of the exploited tokens, Shin sued ICON Foundation and asserted various torts including conversion and trespass to chattels, and ICON Foundation asserted counterclaims against Shin for unjust enrichment. On June 6, 2024, the court granted summary judgment in ICON Foundation’s favor, and on March 3, 2025 awarded ICON Foundation its attorneys’ fees and costs. Judge Orrick’s ruling recognized that ICON Foundation’s legal team “demonstrated a high level of skill and professionalism while litigating in a novel environment without much direct precedent.” He also noted that Morrison Cohen and its co-counsel have “significant experience litigating complex cryptocurrency cases in this district.” Jason Gottlieb and Michael Mix represent ICON Foundation, along with attorneys from Manatt, Phelps & Phillips LLP. Read more here: https://lnkd.in/eTWZ9JFd #BusinessLitigation #Cryptocurrency #DigitalAssets

Congratulations to our client Meritus Gas Partners, a network of independently operated distributors of industrial, specialty and medical gases, and welding and safety supplies, on entering into a partnership with Oxygen Service Company (OSC), a leading independent distributor of packaged gases and welding supplies headquartered in St. Paul, Minnesota. The new partnership with OSC will further expand the Meritus geographic footprint and will provide the foundation for the company’s continued expansion in the Midwest. The Morrison Cohen Corporate team representing Meritus in connection with the transaction included Partner Eric Moskowitz, Counsel Briony Driscoll and Associate Sanyukta Saraf. Partner Isaac Grossman and Counsel Hunter Book provided tax advice. Partner Michael Oppenheimer and Associates AliceRose Sherman and Cassandra Branch advised on employee benefits, executive compensation and employment matters, respectively. Partner Jessica Lipson, Esq., CIPP US and Associates Tess Bonoli and Nicole Rallis advised on technology, data and intellectual property matters. Of Counsel Theodore Marks provided real estate counsel. Read the press release here: https://lnkd.in/eVeRXVuf Read more here. https://lnkd.in/ey5VqkDJ #CorporateLaw #PrivateEquity #Industrial #Manufacturing