Practice Areas - Connecticut Business Lawyers
Ciulla & Donofrio, LLP represents financial institutions, major corporations, municipalities, smaller business firms, and individuals in disputed matters before state and federal courts, administrative bodies, and in arbitration and mediation proceedings. We provide the specific litigation services that our clients need and desire ranging from comprehensive strategic management and conduct of lawsuits to the performance of discrete litigation support functions. We regularly counsel and represent clients in the areas of complex commercial litigation, construction and surety law, insurance defense, creditors' rights, contract law, municipal law, land use and zoning law, employment law and risk management.
We are fully aware of our clients' concerns about legal costs and we always discuss in advance with clients how a matter is to be handled. We communicate frequently with our clients and review strategies and projected costs. Ciulla & Donofrio provides large firm experience with personalized service for a very reasonable price. Our competitive advantages are the experience we bring to every assignment, our tenacity, practicality and utilization of state-of-the-art technology to deliver superior and cost-effective results to our clients.
General Commercial Litigation
We have extensive experience in handling a variety of complex commercial litigation matters in all state and federal courts. The range of our business litigation includes:
- Antitrust
- Appellate law (state and federal)
- Bankruptcy (creditors only)
- Connecticut Franchise Act
- Connecticut Unfair Insurance Practices Act
- Connecticut Unfair Trade Practices Act
- Contracts
- Disputes arising from the purchase/sale of a business/business assets
- Employment litigation
- ERISA and insurance coverage litigation
- Management and partnership disputes
- Officer and director liability
- Prejudgment and postjudgment remedies
- Professional liability (malpractice, E&O)
- Real estate litigation
- Securities
- Shareholder disputes
- Technology-related litigation
- Trade secrets
- Zoning and land use
Construction and Surety Law
We represent subcontractors, general contractors, construction managers, municipal, corporate and developer owners, sureties, construction lenders, equipment dealers and design professionals in a wide variety of matters. Our experience is broad and includes: contract drafting, review and administration; proving and defending quality of work claims; prosecuting and defending time impact, lost productivity, inefficiency, delay and related contractual and extra-contractual claims and litigation risk assessments. Jeffrey M. Donofrio has represented contractors in complex construction litigation in state and federal courts throughout the United States and has taught eight seminars for the National Business Institute and Lorman Educational Services on construction and surety law in Connecticut in recent years.
We have extensive experience with ADR proceedings, including arbitration, mediation, mini-trials and facilitated negotiations. We have developed a network of outstanding consultants who can serve as expert witnesses in a variety of disciplines.
Creditors' Rights and Financial Services Litigation
We have extensive experience representing financial institutions in a variety of matters.
We are frequently engaged to:
- Negotiate and draft loan modification agreements;
- Enforce secured claims, including institution of proceedings under Article 9 of the Uniform Commercial Code (default notices; seizure, possession and liquidation of collateral) and collection of any deficiencies;
- Institute and prosecute commercial foreclosure proceedings and actions to obtain control of rental income;
- Defend lenders and their officers/directors in lender liability actions;
- Institute large-scale collection actions;
- Collect judgments;
- Protect/defend against mechanic's liens;
- Litigate priority issues;
- Obtain prejudgment remedies, deficiency judgments and related relief;
- Obtain tax assessment relief for OREO properties; and
- Protect lenders' interests in Chapter 11 and Chapter 7 bankruptcy cases.
Municipal Law
Robert K. Ciulla has been the Town Attorney for the Town of North Haven since 1979. We also represent other municipalities in discrete legal matters that require a particular expertise. Jeffrey M Donofrio also has extensive experience in the area of muncipal law, having provided legal services to many Connecticut municipalities throughout his career.
Our municipal practice involves all legal issues applicable to municipalities, including labor and employment, tax assessment and collection, land use and zoning, Freedom of Information Act, tort liability, construction law and public bidding/contract law, economic development, municipal administrative law, municipal complex litigation, smart growth and open space reservation. The services we provide to municipal clients in connection with building projects include: drafting and review of requests for proposals and invitations to bidders; bid package development; contract drafting and administration; resolution of disputes between the owner and general contractor, construction manager and/or architect; advise the building committees and other boards and commissions on issues/problems that arise during the project and handle any litigation/arbitration/mediation at any stage of the project or after project completion.
Municipal law has become increasingly complex and specialized. The volume and dollar significance of claims against municipalities have increased dramatically in recent years. As a consequence, a town must be represented by experienced counsel, both in litigation and on a pro-active advisory basis, in order to avoid/mitigate the risk of significant disruptions of municipal operations and substantial monetary loss. Our experience with all aspects of municipal law allows us to not only provide superior counsel, but to do so in a very cost-effective manner.
Business and Corporate Law
In addition to our litigation and dispute resolutions services, we represent businesses and business owners in four related areas: business organization, business finance, contract negotiation, and mergers and acquisitions.
Business Organization
When you are starting a new business it is obviously important to organize it correctly. Tax issues, the potential for owner liability, and the need for flexibility should all be considered when structuring any new business entity. Many entrepreneurs today reflexively choose to form a limited liability company. Though the LLC is certainly a useful device it is not always the right choice for a new business. We help entrepreneurs and investors understand the issues involved, assist them in negotiating structural and ownership issues with other parties involved, and prepare the necessary documents for the formation of corporations, limited liability companies, partnerships and other business entities.
When two or more people go into business together, the most important issues that arise are typically: who is really in charge, how and under what circumstances either party can leave the business or buy the shares of the other, and what happens if either of them dies or becomes disabled. Business partners who fail to properly consider and provide answers to these questions at the organizational stage invite disaster. We work with our clients to fully consider these and related issues from the onset and put the business in a position to focus on generating revenue and income.
Business Finance
Many businesses find it useful (and often necessary) to work with banks, venture capitalists and private investors to meet their outside capital goals and needs. Additional capital allows businesses to purchase necessary equipment, finance operations during seasonal downturns, and expand their operations to increase market share or attempt to reach new markets. We help our clients understand the pros and cons of debt vs. equity financing and represent them in a wide variety of loan transactions and in selling shares of their businesses to private investors. Our experience in forming investment companies and representing institutional lenders in foreclosure and loan workout negotiations has given us a broad understanding of the practical realities involved and how potential future problems can be avoided by careful negotiation up front.
Contract Negotiation
All business owners eventually come to understand that the most important consideration when entering into any contract - whether with a supplier, customer or employee - is whether the other party can be trusted. Even the most "bulletproof" agreement will be worthless if the opposing party ignores it and you are not willing to pay a lawyer to go to court or arbitration to enforce it. This can be a costly lesson if learned too late.
We understand this reality and help our clients negotiate useful, practical and enforceable contractual arrangements that meet their goals. Our clients appreciate our understanding of and sensitivity to their business considerations and requirements and our common sense approach to contract negotiation.
Mergers and Acquisitions
Though we enjoy and greatly value all of our corporate and business-related work, the heart of our corporate practice is in representing clients in the purchase and sale of businesses. Our lawyers have been lead counsel in transactions ranging in size from the $10,000 purchase of a single location consumer business to the defense of multi-million and billion dollar attempted hostile acquisitions of publicly traded companies. Our lawyers have represented businesses in many industries and of various sizes, both publicly and privately held, in connection with business dispositions, stock acquisitions, asset acquisitions, merger transactions, tax-free reorganizations and recapitalizations, and tax-free spin-offs, including transactions requiring filings under the Securities Act of 1933 and the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
We recognize that the issues that arise in the larger transactions are not dramatically different from the issues involved in, for example, purchasing the corner grocery store with bank financing and the seller taking back subordinated paper. Upon engagement, we strive to promptly and efficiently obtain an understanding as to which issues are most important to our clients, and our approach allows us to maximize the likelihood of achieving the best results for our clients in a cost-effective manner. Without exception, we provide our clients with excellent, personal service and representation at a significantly lower cost than other firms.