Hayden R. Brainard, Jr., is a Partner in Miller Mayer’s Business Services and Intellectual Property practice groups.
Mr. Brainard focuses his practice on business and intellectual property law. His business practice includes advising entrepreneurs and small and medium size businesses in formation and governance, employment matters, commercial real estate, mergers and acquisitions, licensing, succession planning, and financing, including venture capital. Mr. Brainard’s intellectual property law practice includes advising clients in intellectual property protection, trademark and copyright registration, licensing, negotiation and preparation of software development and service agreements, Software as a Service agreements, and trade secret protection.
Mr. Brainard is a member of the New York State bar and the U.S. Supreme Court. He received his J.D. from Albany Law School of Union University and his M.B.A. from Rensselaer Polytechnic Institute. His undergraduate degree in Economics is from Syracuse University.
AREAS OF FOCUS
Terms and Conditions of Use
Purchase and Sale Transactions
Terms and Conditions of Use
Restrictive Covenants – Non-competition, Non-solicitation, Nondisclosure Agreements
Labor and Employment
Equity Financing-Venture Capital
LLC Operating Agreements
Preferred Stock Offerings
Stock Option Plans
Real Estate Law
Because the purchase of a home is the largest single investment most people will ever undertake, careful consideration should be given to the practical and legal complications involved in the transfer of real estate before any action is taken.
Whether you are seller or buyer, you should understand the terms in a purchase contract and how they affect you. Typically, the buyer’s agent prepares a purchase contract once a purchase price and other terms have been agreed upon, although our office can also do this. There are a variety of terms and conditions to be considered when you enter into such a transaction. The best time to consult an attorney is before you sign a purchase offer. The next best time is immediately after signing a contract if the contract contains an attorney review/approval clause.
When you buy a home you should be assured that you have the right to occupy it without interference other than utility easements or other possible limitations such as deed restrictions and zoning laws. A title search by your attorney ensures that the seller can convey title to the property to you as agreed upon in the contract of sale and that you later will be able to sell or mortgage it without problems. Your attorney can also advise you whether to obtain title insurance and on the terms, exceptions, and conditions of a title insurance policy. Your attorney will also review all the documents required to convey title to be sure that the conditions and promises of the purchase contract are fulfilled.
We have extensive experience in the development of commercial real estate, as well as condominium and cooperative projects. The real estate finance industry is heavily regulated, and we have developed expertise in sorting through the intricacies of complex regulatory systems. We work closely with governmental agencies as needed for specific projects and are effective in handling the regulatory machinery that often makes the difference between success and failure.
We have served as counsel to many complex real estate projects in the formation and regulatory stages. We have also provided advice to homeowners’ associations, cooperatives, condominiums, and co-housing projects regarding formation, operational and management issues and have represented builders and developers on numerous projects.
We represent corporate and individual clients in their dealings with area municipalities in subdivision approvals, applications for variances, rezoning issues, site plan approval, and appeals of municipal decisions. We have negotiated and drafted easements for public utilities and access, and been involved in the preparation of environmental impact statements. When necessary, we work with attorneys in our Litigation Practice Group to challenge municipal decisions in planning and zoning matters.
The corporate structure for complex real estate projects must take into account very complicated relationships. We provide consultations during the formative period to assist in identifying a suitable legal structure. We then draft the appropriate legal documents for the organization, including the certificate of incorporation or articles of organization and bylaws or operating certificate, depending on the type of organization.
We have assisted clients in a variety of financing matters, including representing corporations in the issuance of tax-exempt bonds and commercial bank mortgaging of real property. We have provided the legal work for both individuals and entities engaged in major acquisition and construction projects, such as the financing and construction of new hospital wings, skilled nursing facilities, apartment complexes, and office buildings.