Fred D. Zemel

Fred Zemel has over twenty years of substantial, national experience representing clients in commercial transactions, and counseling clients regarding their business interests. Due to his broad-based, comprehensive background, clients routinely rely on Mr. Zemel’s guidance in structuring, negotiating and closing deals. Mr. Zemel’s core practice areas include:

• Commercial Credit Card Financings
• Business Law and Commercial Transactions
• Intellectual Property and Technology
• E-Commerce
• Real Estate Redevelopment

Commercial Credit Card Financings:

For over a decade, Mr. Zemel has drafted, negotiated and advised clients regarding commercial credit card financing agreements. In that regard, Mr. Zemel continues to serve as the primary outside counsel to a premier, international bank’s commercial credit card division. In that role, Mr. Zemel is responsible for the preparation and negotiation of commercial card contracts in connection with a Fortune 500 customer base. Business Law and Commercial Transactions: Mr. Zemel represents and counsels clients in connection with complex commercial transactions, deal negotiations, and management decisions. Additionally, Mr. Zemel drafts and negotiates asset and stock purchase agreements, stockholder and operating agreements, and corporate organizational documents. Representative deals in which Mr. Zemel has served as lead counsel include:

• Investment by private equity firm into regional waste company, with a deal value of approximately $30 million.
• Sale of leading national manufacturer of automotive and industrial battery parts and components in leveraged buyout, with a deal value of approximately $40 million.
• Sale of a New York regional recycling and waste removal company to a publicly held waste company with a deal value of approximately $300 million.
• Acquisition of several divisions of publicly held national waste companies with an aggregate value of deals in excess of $40 million.
• Acquisition of an office supply and distribution company with operations in more than twenty-five jurisdictions throughout the United States with a deal value in excess of $40 million.
• Acquisition by an established internet social networking site of a division of a well-known internet search engine company.

Intellectual Property and Technology/E-Commerce:

Mr. Zemel represents clients in intellectual property and technology matters of all levels of complexity. Mr. Zemel also advises clients regarding website terms of use and data privacy concerns. Examples of technology agreements regularly drafted and negotiated by Mr. Zemel include: software and hardware licensing and development agreements; patent and trade secret licensing agreements; manufacturing agreements; outsourcing agreements; service level agreements; ASP, OEM and VAR agreements; teaming and joint venture agreements; and e-commerce agreements. Mr. Zemel also prosecutes trademarks before the U.S. Patent and Trademark Office and manages outside counsel’s prosecution of foreign trademark applications. Notable technology-based transactions in which Mr. Zemel has represented clients include:

• Serving as lead counsel to a VAR of a leading international data and voice systems manufacturer in connection with licensing, development and maintenance agreements throughout the United States.
• Negotiating deal and agreement terms for installation and maintenance of data and voice infrastructure in a newly-constructed, New York area arena for a major professional sports team.
• Representing a pharmaceutical research and development company in joint venture, clinical research, consulting, revenue share, and stock purchase agreements, including in connection with Israeli incubator companies.
• Counseling clients with respect to cross-border license and development agreements, collocation agreements, domain name purchase agreements and linking agreements.

Real Estate Redevelopment:

Mr. Zemel has served as lead transactional counsel to clients in substantial, sophisticated redevelopment projects in New Jersey. In that regard, Mr. Zemel works closely with our firm’s Land Use and Environmental teams in drafting and negotiating redevelopment agreements. Notable redevelopment projects in which Mr. Zemel has served as lead counsel include:

• Wesmont Station Redevelopment: redevelopment of over 70 acres of the Curtiss Wright facility in Wood-Ridge, New Jersey as a residential, transit village, providing for over 800 new residential units and supporting mixed-use.
• New Jersey Transit Wesmont Station Facility: joint development with New Jersey Transit of a commuter train station facility and supporting infrastructure in Wood-Ridge, New Jersey.
• Peninsula at Bayonne Harbor: redevelopment of the two mile, man-made peninsula formerly known as the Military Ocean Terminal at Bayonne as a residential and mixed-use development, including multi-phased development and supporting significant infrastructure development.