Sale of Over 80 Fast Food Franchised Restaurants
Mr. Neuer had the pleasure and privilege to represent, for approximately twenty (20) years, a group of companies which developed, built and operated over eighty (80) fast food restaurants under an internationally recognized franchise brand. When the principals determined to sell the business, Mr. Neuer negotiated an agreement with the investment bankers who were being retained to offer the properties for sale. Prior to soliciting offers, Mr. Neuer assisted his clients in retaining the services of a much larger law firm with a mergers and acquisitions group. Mr. Neuer then coordinated the efforts of that law firm together with the investment bankers, the accountants and other professionals as “Captain of the Ship” on the sell side of this transaction. This was all being done at a time when the fiscal cliff was fast approaching so that time was of the essence. An asset sale contract was signed with a private equity firm, which contract had been heavily negotiated jointly by Mr. Neuer and the M & A Law Firm on behalf of the Seller. Substantial due diligence involving multiple landlords, vendors and lenders who would require payoffs as a result of the transaction was required. While coordinating much of this activity, Mr. Neuer assumed the lead role with the landlords whose consent was required for the transfer of the leaseholds. Further, Mr. Neuer worked diligently with the principals of his client in an effort to obtain approval of the private equity group purchaser from the franchiser. When the proposed purchaser balked at certain franchiser conditions, this proposed transaction was terminated and the fiscal cliff clock continued ticking, although more loudly. Miraculously, a new buyer was identified and the substitute transaction became the subject of a contract, due diligence and all of the other necessary steps required for a closing which took place within a total of approximately eight (8) weeks. Mr. Neuer’s clients did not fall off the fiscal cliff and the transaction was a success for all parties.
Anonymous v. Anonymous
Although the name of the case which is provided is fictional, the case is very real. It began in 1971. Mr. Neuer’s first involvement was as a law clerk retained to write a brief for the Appellate Division. Mr. Neuer had the foresight to cite in his brief to the case of Jarndyce v. Jarndyce, that being a fictional never-ending lawsuit from the pen of Charles Dickens in Bleak House (1853). Upon being admitted to the Bar in December 1976, Mr. Neuer assumed a role on behalf of one of the four (4) family groups which is a party to this lawsuit and soon after Mr. Neuer assumed full representation of that family group which continues until the present day. The case involves a highly complex business separation for companies populated by members of the same family. There were substantial real estate holdings in multiple states, the creation of a trusteeship, the negotiation of multiple transactions for the sales of property, negotiations for the potential exchanges of properties as well as a hotly contested issue with regard to the percentage ownership of the family group represented by Mr. Neuer. Out of respect for his clients, Mr. Neuer is not listing the family name in this profile.
Madison House Group v. Pinnacle Entertainment, Inc., Superior Court of New Jersey, Chancery Division and Appellate Division; plus Ace Gaming, LLC v. Madison House Group, LP, United States District Court for the District of New Jersey
This case involved a highly sophisticated commercial lease, not only of real estate but of a hotel business located in Atlantic City for a historical property known as The Madison House Hotel. Mr. Neuer’s client owned the hotel and the opposing party was a publically-traded gaming industry company headquartered in Las Vegas which had assumed tenant’s interest in the lease from the original operator of The Sands Hotel in Atlantic City. The primary legal issue arose out of a demand for arbitration having been filed by the opposing party and the desire of Mr. Neuer’s client to have the issues litigated in the Superior Court of New Jersey. These issues were heard twice in the Chancery Division, and then in the Appellate Division and a petition to the New Jersey Supreme Court was successfully defended. Then, the opposing party filed a new lawsuit in the United States District Court for the District of New Jersey where Senior Judge, The Honorable Joseph H. Rodriguez, issued a lengthy opinion again in favor of Mr. Neuer’s client. This case involved a highly complex lease analysis as well as substantial questions relating to jurisdiction, the applicability of both New Jersey and Federal Arbitration Statutes and other novel questions of law. Mr. Neuer received a positive result for his client at each and every step as outlined above.