Listed for the past nine years as one of the country’s top ten tax lawyers by United States Lawyer Rankings, Ms. Halchak is also regularly selected in at least four categories in Best Lawyers®. She is also regularly selected to the New Jersey Super Lawyers list in the Mergers & Acquisitions category. Her practice is principally transactional, with a concentration in the areas of mergers and acquisitions, corporate governance and compliance, leveraged leasing, corporate, and compensation counseling. She handles a wide variety of business transactions, including U.S. and foreign multi-party acquisitions, divestitures, and financings. Ms. Halchak also has significant experience counseling public and private companies, and their Boards of Directors, on governance and regulatory matters, and structuring compensation packages including tax-deferral structures, equity and equity-based incentive plans, and other benefit plans, and executive and employer protections on a change of control.
GRC Merlin Holdings, Inc. to TUV SUD AG: Ms. Halchak led the Gibbons team in its representation of shareholders in connection with the sale of the world’s leading independent risk and property-loss control consulting company. The Gibbons team advised through all stages of the complex sales process, which included an initial marketing phase, negotiations with multiple interested parties, identification of preferred bidders, and simultaneous negotiation of documentation with each bidder before selecting, and finalizing the deal with TUV SUD.
Swiss Company and U.S. Affiliate: Acquisition of Evaluated Pricing Business: Leading a team from the Gibbons Corporate and Intellectual Property Groups, Ms. Halchak represented a public limited company and leader in the field of procurement, processing, and distribution of international financial information and its U.S. affiliate in its successful acquisition of an Evaluated Pricing business. This transaction provided the foundation for the acquiror’s newly-formed Evaluated Pricing business.
Sale of Commercial Printer to Largest Competitor: Ms. Halchak led the Gibbons team in the sale of one of North America’s premier commercial printers to the largest competitor in the New York metropolitan market. The Gibbons team led negotiations and structured and directed the transaction. The transaction created the country’s largest privately held graphic communications facility solely dedicated to serving the high-end commercial printing market with the broadest range of solutions and services available in the industry.
New Jersey Transit Corporation (NJT): Gibbons has served, since 1996, as Special Lease Counsel to NJT and, in this capacity, has represented NJT in the sale/leaseback and lease/leaseback (both U.S. and cross-border) of locomotives, rolling stock, buses, bus facilities, and qualified technological equipment. Ms. Halchak has led this representation.
For many years, Ms. Halchak has lead the representation of NJT and other governmental entities in their domestic and cross-border leasing program. During this representation, Ms. Halchak has negotiated and closed multi-party sale and leasing transactions in the United Kingdom, Germany, France, and Sweden involving international investors and financial counterparties. These transactions involve multiple parties (foreign and U.S.) tiered payment undertakings and cutting-edge financing and defeasance structures.
Since the beginning of the 2008 credit crisis, we have been working closely with NJT to respond to demands made by various investors in its leasing transactions. A number of these transactions involve American Insurance Group (or one of its affiliates) (“AIG”) as credit enhancement provider. AIG’s involvement was limited to providing a financial guaranty of certain amounts that would become due from NJT under these leases. The financial guaranty provided by AIG consisted of either a letter of credit, a payment undertaking agreement, or a traditional guaranty. When AIG’s credit rating was downgraded, a number of the large financial investors demanded action by NJT to address the consequences of AIG’s downgrade, which in some instances required NJT to replace the collateral/credit enhancement provided by AIG with substitute collateral or a financial guaranty backed by a higher rated entity.
Our work has included analyzing the applicable provisions of the documents, identifying NJT’s exposure, and counseling NJT with respect to its response and its options. In some cases, this work has entailed making demands on AIG, as a result of its downgrade, and negotiating, under tight timeframes, the terms and documents pursuant to which AIG, as credit enhancement provider, would post additional collateral that was then pledged to the investors (including custody agreements, account pledge agreements, and opinions of AIG counsel). In other instances, we have analyzed and evaluated proposed alternative financial products that could be used to replace AIG products. We have also considered potential amendments and restructuring of various aspects of certain existing leases and have engaged in discussions to facilitate a change in the law to address the unforeseen problems that arose as a result of AIG’s downgrade.
In addition to the representations described above prompted by the AIG downgrade, we also counseled NJT in the termination of certain equipment leases in which affiliates of Royal Bank of Scotland and the Bank of New York were investors as well as the termination of a lease of the automatic fare collection network involving an affiliate of Sumitomo Mitsui Banking Corporation. We also represented NJT in connection with the downgrade of Assured Guaranty Municipal Corp. (“AGM”), as successor to Financial Security Assurance, Inc. AGM was the strip surety provider in two leasing transactions in which an affiliate of Wells Fargo is the investor. We are also representing NJT in the termination of four bus garage leases involving an affiliate of EntreCap.
New York University School of Law|Catholic University of America Columbus School of Law|Marywood College (now Marywood University)
LL.M.|J.D.|B.A., cum laude
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State of New Jersey|State of New York|Commonwealth of Pennsylvania (Non-Resident Active)|United States Court of Appeals for the Third Circuit|United States District Court for the District of New Jersey|United States Tax Court
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Listed in United States Lawyer Rankings, Nation’s Top 10 Tax Lawyers, 2008-2018
Listed in Best Lawyers®
Corporate Governance and Compliance Law, 2008-2022
Corporate, 2003-2022
Mergers & Acquisitions Law, 2003-2005; 2009-2022
Tax Law, 2006-2022
Securities Law, 2003-2005
Selected to New Jersey Super Lawyers list, Mergers & Acquisitions, 2005-2009, 2012-2018
AV® Peer Review Rated by Martindale-Hubbell
Selected to the Morris/Essex Health & Life magazine’s “Essex County Top Lawyers” list, Tax Law, 2018; Corporate Finance/Mergers & Acquisitions, 2019; Corporate, 2022
Named to the 2008 Class of the DirectWomen Board Institute
Named one of New Jersey’s “Best 50 Women in Business” by NJBIZ, 2008
Named as one of the “The Most Powerful Women in New Jersey Business,” by the Star Ledger, September 17, 2006
Attorneys’ Liability Assurance Society (Bermuda) Ltd. and Attorneys’ Liability Assurance Society, Inc.
Boards of Directors, 2000-2009
Chair, Audit Committee, 2006-2009
Nominating, Compensation, and Governance Committee
Enterprise Risk Management Committee
Reinsurance Committee
Executive Committee
National Association of Corporate Directors, New Jersey Chapter
Advisory Board
New Jersey State Bar Association
Corporate and Business Law Section
Chair, Taxation Section, 1997-1998
American Bar Association
Business Law Section, Committee on Negotiated Acquisitions
Essex County Bar Association
New Jersey Supreme Court Committee on the Tax Court, 1998-2002
