TEL 312 565.8377
FAX 312 565.8300
eprero@SchuylerRoche.com

Closely Held Businesses and Startups

Record Number of Schuyler Roche Attorneys Enjoy Martindale's Coveted AV Rating

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A candid confidante, friendly yet firm, Elisha Prero is not only an accomplished attorney; he is a practicing rabbi. His sense of humor and cool head serve him well in both professions, where advising and guiding on a wide range of matters are traditional functions and where empathy is as critical as sound judgment when providing counsel. Drawing on his rabbinical training, Elisha believes a lawyer, to be of service, must be "real"—to sit shoulder-to-shoulder with each client to discern the human dimension in the legal issues.

The opportunity to bring people together, to find common ground, to "make things work" attracted him to transactional law. Helping an entrepreneur realize a dream or create an enterprise gives Elisha professional satisfaction, as does assuring anxious clients their problems are resolvable or may not be the problems they suppose. Elisha even finds reward in helping a client who is facing financial straits close a loan quickly. Enabling his clients to build in one sense or another remains a source of pride.

In counseling owners of closely held businesses and startups, Elisha often speaks from experience, having served as a principal in a variety of businesses in healthcare, retail, real estate, entertainment, distribution, telecommunications and training. Often his involvement has been from the ground up, and frequently his knowledge of well-run organizations has been firsthand. He knows personally the challenges of making payroll, developing the right marketing message, raising investment capital and communicating new directions to employees when conditions require significant change.

Elisha, who taught drafting in law school, is also a principal in Blue Pencil Inc., which coaches lawyers and business people to write more effectively. Much of what lawyers write is incomprehensible, he says. Clients appreciate clarity and—it should be no surprise—prefer attorneys who deliver it. If the ideas a lawyer must communicate in writing are complicated, says Elisha, it makes no sense to increase the challenge by expressing them using complex language. Plain English can mean shorter review times, quicker deals and fewer misunderstandings.

Elisha began his career in the corporate department of an international law firm, where he practiced some eight years. His responsibilities included negotiating transactions and drafting related agreements, such as agreements for the purchase and sale of assets, the purchase and sale of shares (public offerings and private transactions), redemptions, partnerships, limited partnerships, joint ventures, recapitalizations, employment, management, shareholders (buy/sell) and stock options. He left this firm to open his own and remained in private practice for 12 years.

Initially, his most important client was a startup venture capital firm. As his practice grew, Elisha hired an associate and several support staff. Once on his own, he honed his counseling skills. Many of his clients call him not just for legal advice, but to help them explore complex business challenges or develop concepts and strategies. In advising clients, he draws on the lessons learned from his own business involvements as well as from other representations. Elisha celebrates with his clients when their plans succeed and shares their frustrations at setbacks. Now, at Schuyler Roche, he provides his clients with greater depth and better resources than he could independently. "Perhaps that will mean more celebrating," he muses.

What attracted him to Schuyler Roche, he says, are traits not commonly found in the same firm. Our support and technical staff are diligent and share the goal of meeting each client's needs, thus providing services that are outstanding, not merely adequate. Our fee structure is reasonable: "Not cheap," says Elisha, "high-quality services rarely are, but not budget-busting either." Our rates encourage clients to call on even minor matters, so we can address them before they become major—and costly—problems. Finally, our firm's appreciation for individuality also drew Elisha here. Schuyler Roche appears to thrive, he says, because of the shared professional goals of its diverse personalities. This refreshing work environment provides fertile ground for new and creative approaches to solving clients' problems. Elisha says that when he mentioned Schuyler Roche to lawyers who had dealt with us, the response was virtually unanimous: good firm, good people. That kind of reputation, he says, needs no elaboration.

A renaissance man in no conventional sense, Elisha also plays in a rock band. Members of his group write and arrange nearly all their own music. The art of collaboration learned through this avocation has proven successful with clients. Working out musical differences over any number of songs has taught Elisha the result is often stronger when a group effort prevails over any one voice. When addressing a problem with a client—whether strategic, tactical or otherwise—he considers both parties members of a band trying to get a song right. Much as he would like to believe he has all the answers, Elisha knows clients alone may possess the knowledge necessary for their cases to succeed. Usually healthy and honest give-and-take between client and attorney yields a better result, he says, than when "the lawyer acts as oracle."

Troubleshooter to professionals, entrepreneurs and publicly traded companies, Elisha is a proven dealmaker and an artful negotiator. He helps to start, buy and sell businesses, to hire and terminate employees, to make investments and obtain funding and to borrow and lend money. He also helps draft contracts and policies that do what the clients intend them to do, usually in a way understandable to them and others. He considers himself an analyst foremost, the person who will tell his clients their thinking is wrong—and why—when no one else will. Recent areas of engagement include:

• hotel purchases and sales
• formation of distribution companies
• establishment of finance companies (in real estate and in other areas)
• startup organization of service companies
• corporate breakups
• employment arrangements
• employee separations
• office leasing
• commercial real estate
• residential real estate
• mergers and acquisitions
• asset-based financings
• shareholder and investor arrangements.

A new client once posed this problem to Elisha: the S-corporation he co-owned had done well the previous year, and he had a substantial tax payment due. His co-shareholder, however, who controlled the company's finances, would not distribute funds to cover that payment and in fact wanted Elisha's client out of the company. Elisha assembled a team of litigators and financial professionals, who tackled the problem tirelessly. Within four months, they had negotiated a deal in which his client became the company's sole shareholder—on very favorable terms. The client remains grateful to this day, says Elisha, for whom the most credible measure of achievement is client satisfaction. By this yardstick, consider the following accomplishments:

• Elisha had tried negotiating a resolution on behalf of a client long awaiting payment for real estate services he had rendered, yet the final offer was barely half the substantial sum the debtor owed. Elisha determined the only realistic shot his client had at payment was to file a mechanic's lien. Within months, the debtor paid "100 cents on the dollar."
• After a federal court awarded a substantial sum to a real estate partnership in which Elisha's client was a partner, her partners refused to pay her share of the award, claiming she owed them money from other deals. Appearing in court on her behalf, Elisha obtained a favorable ruling in a significant part of the case. The client received all her money within a week.
• Elisha helped negotiate, document and close a deal for a weekly television series that secured significant cash for a client's fledgling entertainment company.
• When one of Elisha's clients was frustrated by a buyer's foot-dragging and unwillingness to commit to a deal for the purchase of that client's service company, Elisha suggested contacting the company's competition to see whether it might be interested in the acquisition. Elisha made the call and discovered real interest. He then negotiated the deal and closed it within two weeks.
• When several clients entered a joint venture with an established company that turned out to be a bad decision by the clients, Elisha helped them get out of the deal but preserve the value of their investment.
• Elisha helped structure a "win-win" deal for a client, securing all the money she expected from the sale of her service company and ensuring her favorable tax results.
• Additionally, Elisha has represented many buyers in their complex acquisitions of commercial properties in multiple states.

Ask who or what attracted him to law, and Elisha will cite Perry Mason. As a young man, he had wanted to be like him, to make a difference. "I am no Perry Mason," confesses Elisha, "but on a good day, I do make a difference." If Elisha Prero can be of service to you or your firm, please call.

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