Arlene Elgart Mirsky is a Member of the Firm's Corporate, Securities and Banking Department and practices in the areas of corporate, international, and bankruptcy law. In these capacities, she has structured, negotiated and directed the documentation of a wide variety of business and financial transactions and projects. Her corporate practice has involved her in every aspect of mergers and acquisitions including cross-border acquisitions, negotiated acquisitions and divestitures, proxy contests, going-private transactions, acquisitions of troubled companies and auctions and purchases or sales of subsidiaries and divisions. She has also counseled a wide variety of public and private business entities, in all stages of development. For example, she has assisted in structuring and negotiating domestic and cross-border joint ventures, strategic alliances and corporate partnering relationships ranging from research and development, manufacturing or distribution arrangements, to more complex joint ventures and technology licensing agreements accompanied by equity investments. Ms. Mirsky also has served as counsel to corporate boards and management on a full range of corporate governance issues such as: fiduciary duties; board composition, structure and processes; risk oversight; conflicts of interest; executive and director compensation; director responsibilities in connection with mergers, spin-offs and other extraordinary transactions; internal investigations of alleged corporate misconduct; shareholder initiatives and litigation, and compliance with governance-related state and federal laws, securities regulations, listing rules and best practices. Additionally, she has extensive experience in creating and implementing corporate compliance programs to address the myriad regulatory requirements applicable to corporate clients. In the reorganization and bankruptcy areas, Ms. Mirsky has advised a broad mix of creditors, institutional investors, trustees, official creditors' committees and others in all aspects of business and debt restructuring and bankruptcy law. Her practice has included: providing advice on loan restructurings, including use of "pre-packaged" plans; out-of-court restructuring; litigation counseling on troubled leverage buyouts and troubled real estate loans, including large-scale condominium projects and commercial developments in various stages of completion; resolving problems related to jointly developed technology in a bankruptcy context; negotiating and structuring the purchase and sale of business enterprises and assets in bankruptcy proceedings; and advice with respect to stays against lien enforcement, set-offs, preferences, fraudulent conveyances, executory contracts, Chapter 11 plan formulation and various "cramdown" issues, secured transactions, equitable subordination, trading in claims, lender liability, the interrelationship between bankruptcy and environmental laws and between bankruptcy and federal securities laws. She also has advised financial institutions and other clients who are extending or receiving credit through loans, structured financings, asset-based financings, project finance, over-the-counter debt, leveraged leases and equipment financing and many other types of credit-related transactions. In addition to Ms. Mirsky's international corporate and bankruptcy work related to non-U.S. matters or non-U.S. clients, she has served as a legal consultant to The World Bank and to the U.S. Agency for International Development. In that capacity, she has provided advice to the sovereign governments of sixteen Central and Eastern European countries on the legal framework needed to promote private sector development. She has traveled frequently on missions to advise these governments on such issues as judicial infrastructure development; banking sector reform; corporate governance; privatization; enterprise restructuring and bankruptcy; and secured lending. In the field of alternative dispute resolution, Ms. Mirsky has provided strategic advice to clients on the forms of arbitration most suited for particular transactions and on drafting arbitration clauses for their cross-border commercial contracts. She has also advised U.S. and non-U.S. entities on the drafting and enforcement of choice-of-law and choice-of-forum clauses, sovereign immunity provisions and the recognition and enforcement of arbitral awards. She has also served as Court-appointed mediator and arbitrator in a number of complex litigation disputes involving U.S. and non-U.S. parties engaged in international business and financial transactions. Ms. Mirsky's continuing interest in alternative dispute resolution has been evidenced by her participation in the drafting of the New Jersey Alternative Procedure for Dispute Resolution Act in 1987 and in her continuing involvement in the Act's implementation in practice since that time. Prior to entering the legal profession, Ms. Mirsky held senior management positions in the U.S. and Brussels, Belgium, with two chemical manufacturing companies, a computer software firm, the European subsidiary of the American Management Association and NATO/SHAPE. She is fluent in French. Ms. Mirsky is a frequent lecturer on legal and business topics and is the author of numerous publications on legal, business and international economic issues, including a number of World Bank and USAID publications. She has been selected for inclusion in The Best Lawyers in America®, 2009 -2012, published by Woodard/White, is listed in the Guide to the World's Leading Insolvency and Restructuring Lawyers, 2010, published by Legal Media Group/Euromoney, and has been on the New Jersey Super Lawyers® lists from 2005-2011, published by Thompson Reuters. She has also been selected for the 2011 inaugural edition of the Martindale-Hubbell® Bar Register of Preeminent Women Lawyers™ for women attorneys who have received an AV rating in the Martindale-Hubbell Law Directory and been designated by their colleagues as preeminent in their field. Affiliations Annual Editor, New Jersey section of the National Compendium of Commercial Finance Law Contributing Editor, CERCLA Litigation, Enforcement and Compliance Contributing Editor, Norton Bankruptcy Law and Practice Member, ABA Corporate Governance Committee Member, ABA Ad Hoc Committee on Corporate Compliance Co-Chair, Committee on Sovereign Insolvencies, International Insolvency Institute Co-Chair, ABA Subcommittees on Financial Institutions and on Corporate Law Vice President, The Association of the Federal Bar of the State of NJ Member, Judicial Appointments Committee, Essex County Bar Association Trustee, Corvina Foundation, a U.S. charitable organization that supports universities and the arts in Hungary Authored Articles 5/9/2011, Arlene Elgart Mirsky - Tender Offers: Recent Guidance on the Use of Top-Up Options 5/2/2011, Arlene Elgart Mirsky - District Court "Quashes" TOUSA Fraudulent Transfer Decision Providing Some Relief to Lenders 8/18/2008, Steven E. Gross and Arlene Elgart Mirsky - The Appropriate Time for Separate and Independent Counsel 12/1/2000, Arlene Elgart Mirsky - "The New Global Community" 11/1/1998, Arlene Elgart Mirsky - "Enterprise Insolvency and Creditor Protection" One of 5 World Bank policy notes on Enterprise Reform in Russia prepared for the Government of Russia Related Press Releases 3/21/2011, Sills Cummis & Gross Announces Its 2011 New Jersey Super Lawyers 8/9/2010, Sills Cummis & Gross Attorneys Continue to be Honored in The Best Lawyers in America® 2011 3/22/2010, Sills Cummis & Gross Announces Its 2010 New Jersey Super Lawyers 8/5/2009, Sills Cummis & Gross P.C. Retains Prestige in 2010 Best Lawyers® 3/26/2009, Sills Cummis & Gross P.C. Announces Its 2009 New Jersey Super Lawyers 10/28/2008, Highest Accolades from Best Lawyers® for Sills Cummis & Gross P.C. 5/15/2008, Sill Cummis & Gross P.C. Releases Third Edition of E-Discovery Book 11/12/2007, Bradley Pharmaceuticals Enters into Merger Agreement with Nycomed Valued at U.S. $346 Million Relevant News 11/1/2009, Arlene Elgart Mirsky - Chapter 11 Bankruptcy 3/10/2008, Arlene Elgart Mirsky - Bank Faces Off Against an Angry Founder 3/12/2007, Arlene Elgart Mirsky - U.S. Markets Losing Edge Because of Regulation, Critics Say 5/15/2005, Steven E. Gross and Arlene Elgart Mirsky - "For Corporate Bar, SOX Rocks" 1/1/2005, Arlene Elgart Mirsky - Navigating The Still Murky Post-Sarbanes-Oxley World: A Roadmap For Corporate Counsel 5/7/2002, Arlene E. Mirsky - Corzine, Keynote Speaker at Seminar on Emerging Corporate Governance Standards, Joins Crackdown on Analysts Relevant Events 5/13/2010, Peter G. Verniero, Richard H. Epstein, James M. Hirschhorn, Arlene Elgart Mirsky - NYCLE/NJCLE - Walking the Tightrope of Professional Responsibility for Corporate Counsel 9/25/2008, Arlene Elgart Mirsky - National Conference of Bankruptcy Judges 5/13/2008, Arlene Elgart Mirsky - Electronic Discovery and the Challenge Posed by the Sarbanes-Oxley Act 10/16/2007, Arlene Elgart Mirsky - The new corporate raiders: the role of hedge funds in financial restructuring 5/11/2006, Arlene Elgart Mirsky - Making Corporate Governance Work in the Real World 1/27/2005, Corporate Governance and Compliance Today and Tomorrow: What Corporate Law Departments Need to Know 9/22/2004, Arlene Elgart Mirsky - "Annual Ethics Marathon and Reception" sponsored by the American Corporate Counsel Association 7/15/2004, Arlene Elgart Mirsky -National Association of Credit Managers Program on "Sarbanes-Oxley and the New Age of Corporate Governance" 6/9/2003, Arlene Elgart Mirsky -International Insolvency Institute Third Annual Conference Showcase Program: "Battling Over Bankrupt Countries: The Sovereign Insolvency Debate" 2/20/2003, Arlene Elgart Mirsky - Commercial Loan Workouts 2/14/2003, Arlene Elgart Mirsky - "What Corporate Counsel Really Need to Know About the Sarbanes-Oxley Act of 2002" - 21st Annual ABA Section of Litigation's Committee on Corporate Counsel 7/9/2000, Arlene Elgart Mirsky - "Fundamentals (and Beyond) of Cross-Border Secured Lending and Securitization" |