Team

Matthew Wagoner

Matthew Wagoner

As an experienced commercial litigator and transactional attorney, Matt founded the firm and assembled its team based on his belief that traditional law firms do not adequately serve the business community. Matt, together with the firm’s seasoned attorneys focus on providing value above all by blending their legal advice with practical business counsel based on their own unique entrepreneurial experience. The groundswell of new products and services being to market has created a demand for the unconventional practice of law, which has helped the firm grow exponentially since its formation in 2014. Client’s expectations of attorneys and the practice of law has changed dramatically, but traditional firms have failed to even acknowledge this. Matt gets it. Today’s businesses require more than what those firms can offer. This demand was the impetus for Matt founding this firm as well as our flagship In-House Counsel Experience.

Matt began his legal career in New York City where he served as the Principal Law Clerk to a Supreme Court Justice in one of the busiest and most diverse jurisdictions in the world. There, Matt worked on a broad range of lawsuits involving breach of contract, piercing the corporate veil, trademark and trade secret protection, non-disclosure agreements and confidential information, covenants not to compete and other restrictive covenants, vicarious liability, personal injury, property damage, insurance coverage, and real property disputes and transactions. Matt was responsible for drafting proposed decisions and orders on all applications made to the court, including dispositive motions, emergency temporary restraining order applications and bench trials. Matt was also responsible for guiding parties through settlement negotiations in each stage of litigation. He was extremely effective in this role, and achieved great success in facilitating creative, amicable resolutions to disputes.

Before starting the firm, Matt worked at one of New York’s more notable boutique law firms where he focused on representing large, national and regional clients with a variety of business and litigation matters including highly complex commercial disputes, corporate governance matters and regulatory compliance.

Matt credits his parents for fostering his uncompromising work ethic, loyalty, and much of what he defines as success. And he credits (and thanks) his wife for inspiring and enabling him to pursue his passion.

Representative Experience

  • Represent rapidly expanding software company as in a general counsel capacity on a variety of legal issues including contract drafting and negotiation, employment issues, real property issues and issues related to the StartUp New York program, among others.
  • Represent successful, local software developer and engineering firm with employment related contractual issues.
  • Represented owner of 15 regional approved wireless retail stores in a multimillion dollar sale of those stores to a nationwide entity.
  • Represented software developer in drafting and negotiating a complex, multi-faceted software development agreement.
  • Represent successful wealth management firm with respect to employment issues, management and operational issues and on a joint venture with a strategic partner.
  • Represent Financial Advisor in ongoing FINRA Arbitration proceeding.
  • Represent successful IT Company with respect to its service agreements.
  • Represent several local entities that buy, sell and lease real property.
  • Represent local developer on acquisition and development of vacant land to utilize as a nursery.
  • Represent artists and entrepreneurs in the resolution of trademark infringement claims.
  • Represent contractor in the purchase of commercial real estate.
  • Represent downstate real estate developer on lien law matters.
  • Represent successful local restaurant owner with respect to its complaints against a local contractor for breach of contract, failure to perform in a workmanlike manner and failure to obtain proper insurance and permits.
  • Represent local contractor and businessman before the New York State Department of Tax and Finance as well as New York State Worker’s Compensation Board.
  • Represent a variety of business owners on breach of contract and accounts stated claims and collections.
  • Representing a large, regional waste service company in a lawsuit involving claims of theft of confidential business information and trade secrets, unfair competition, breach of duty of loyalty and good faith and fair dealing as well as breaches of restrictive covenants by pursuing novel and aggressive injunctive relief that resulted in an ongoing, confidential settlement agreement.
  • Represented former owners of a highly successful scrap metal yard against the purchaser – an aggressive international conglomerate – that alleged the former owners were personally liable for environmental contamination based on the underlying contract, CERCLA and the oil spill law, which resulted in a mutually agreeable and confidential settlement agreement.
  • Represented international land service company against a former employee alleging breach of contract, breach of the duty of loyalty and theft of corporate secrets that resulted in a confidential settlement.
  • Worked with a team of attorneys on a very high-profile lawsuit against the Governor, the New York State Departments of Environmental Conservation and Health and their respective commissioners seeking to compel completion of the State Environmental Quality Review Act relative to high-volume hydraulic fracturing.
  • Awarded summary judgment on behalf one of the nation’s largest natural gas producers relative to a lease dispute involving the free gas clause of the subject lease, which involved complex expert affidavits relative to the production capacity of the well, the target formation and production enhancement mechanisms used by the operator that were used by the judge in interpreting the language of the conditions precedent to provision of free gas.
  • Obtained dismissal on procedural grounds for a national oil and gas operator relative to an attempt to nullify over twenty oil and gas leases based upon claims premised on the Statute of Frauds and General Obligations Law 15-304.
  • Successfully argued on behalf of a national oil and gas operator on a case of first impression at the appellate level involving the attempt to circumvent the oil and gas lease’s arbitration clause by arguing that General Obligations Law 15-304 automatically cancelled the lease, which ultimately set favorable precedent for the industry.
  • Represented client in easement prescription and/or necessity case, resulting in a favorable settlement that provided a recordable right-of-way.
  • Part of legal team representing various natural gas operators in high-profile cases of first impression involving force majeure lease disputes that arose out of the ongoing moratorium in New York on high-volume hydraulic fracturing.
  • Represented a national natural gas pipeline company on a complex, high-stakes construction contract dispute involving the interpretation of hundreds of invoices, change orders and the subject Master Service Agreement, together with several choice of law issues.
  • Member of a legal team on behalf of a natural gas operator and landowner on cases of first impression involving the question of whether the Oil, Gas and Solutions Mining Law and Energy Law serve to preempt local zoning, which is currently pending before the New York State Court of Appeals.
  • Counsels natural gas operators on a variety of compulsory integration, unitization and well spacing issues, and advocates clients’ positions to adversarial landowners or their attorneys.
  • Representing natural gas operator relative to Road Use and Maintenance Agreements, local legislation and regulation of Road Use and Maintenance and address industry concerns through lobbying efforts.
  • Represents national oil and gas operator in connection with landowner complaints made to the New York State Attorney General as well as complaints made to the firm through landowner attorneys.
  • Represents one of the nation’s largest natural gas producers in litigation involving a variety of lease disputes, which often culminates in confidential settlements.
  • Worked with legal team on a case involving spacing, compulsory integration and the three explicit options for uncontrolled owners set forth in ECL§ 23-901(3)(a).
  • Part of a legal team representing an international commercial property developer on issues of liability relative to CERCLA and RCRA as well as the historic contracts between the predecessors-in-interest through arbitration, federal litigation and regulatory negotiations with the DEC.

Education
Albany Law School of Union University, J.D. 2006
 cum laude Old Dominion University, B.A., 2002
Bar Admissions
New York
Court Admissions
New York State Courts, United States District Courts for the Northern and Western Districts of New York
Farrin Wagoner

Farrin Wagoner

Farrin focuses her practice on matters related to Real Property. Farrin represents clients at the closing of real property transactions, including buyers, sellers and lending institutions. Farrin is well versed in realtor disputes, quiet title actions, adverse possession claims, and residential and commercial leasing negotiations, drafting and dispute resolution.

Farrin began her career in the Real Estate Group of a prominent white shoe law firm in Manhattan. Her practice consisted of representing banks, private equity funds and other financial institutions in the structuring of commercial mortgage loans secured by various types of real estate, mezzanine loans and other loan vehicles. Farrin also worked on behalf of developers in acquiring and financing commercial properties. Farrin went on to work for a boutique litigation firm focused on litigating real property disputes, replevin and breach of contract matters.

Farrin has synergized her passion for real estate and her legal skill-set with her entrepreneurial spirit by becoming a licensed real estate agent where she has also achieved great success.

Bar Admissions
New York

Education

Albany Law School of Union University, J.D.

University of Conneticut, Bachelor of Arts


Publications

Eric Leander

Eric Leander

Eric is a corporate and securities law attorney. He is a member of the Firm’s Emerging Venture Law practice group. Eric focuses his practice on business, corporate, employment, real estate and securities law. He is well-versed in private placements and offerings, venture capital, private equity, financial regulation and compliance, corporate transactions, mergers and acquisitions, commercial contracts and commercial real estate.

Eric brings a unique perspective and set of skills as well as experience to the firm; his professional background is diverse and bears all the hallmark traits of an entrepreneur. In addition to working as an attorney with the Firm, he serves as the Chief Legal Officer of Unboxed Ideas LLC, a NYC based company that works with start-ups and entrepreneurs; the company primarily focuses on advising such individuals and companies with respect to go-to-market strategies, strategic marketing, growth hacking, business development, operations, financial modeling, cash flow management and product development, among other things.

Prior to joining the Firm, Eric worked as a private practice attorney in the greater Capital Region handling a variety of matters for clients of all sizes and worked at the U.S. Securities and Exchange Commission in the Division of Corporation Finance for the Office of Small Business Policy, where he drafted small business compliance guides and directly assisted in providing entrepreneurs, businesses, and corporate attorneys with information on relevant securities law issues.

Representative Experience

  • Represented an issuer in connection with an intrastate public offering of common stock, including drafting the issuer’s prospectus and handling all federal and state filings.
  • Represented a start-up company in connection with the creation and implementation of an incentive stock option plan.
  • Represented a company in connection with a commercial real estate lease and general corporate matters.
  • Acted as counsel to an employee of a start-up company in connection with a stock option agreement.

Education

  • B.A., State University of New York, College at Oneonta, 2007; graduated summa cum laude.
  • J.D., Albany Law School, 2011; graduated magna cum laude with honors in business law and civil litigation.  While in law school, Eric served as the Associate Editor as a member of Albany Law School’s Journal of Science & Technology. Upon graduation, he was inducted into the Justinian Society.
  • LL.M, Georgetown University Law Center: Securities & Financial Regulation, 2012.

Bar Admissions

  • New York

Professional Associations & Community Involvement

  • New York State Bar Association
  • American Bar Association – Serves on the Business Law Section’s Small Issuers Committee as well as the Middle-Market and Small Business Committee
  • Member, Board of Trustees, The Sara Marie School
  • Member, Committee on Small Business Resources for the Chamber of Southern Saratoga County
  • Member, Albany-Colonie Regional Chamber’s Tech Valley Young Professionals Network


Ana-Maria Galeano

Ana-Maria Galeano

Ana-Maria Galeano has over 25 years of corporate law experience advising businesses throughout their lifecycle – from formation, governance, restructuring, mergers, acquisitions, private and government financing, intellectual property protection, and contractual matters.

Ms. Galeano was  General Counsel and Corporate Secretary of Plug Power, Inc., a fuel cell company.  As General Counsel, she oversaw Plug Power’s initial public offering ($93M), two follow‐on offerings ($61M and $58M), international acquisitions ($45M and$10M), and the creation of strategic alliances with companies in Europe and Asia. And as Corporate Secretary, she was responsible for corporate compliance and advised the Board of Directors on a variety of corporate governance issues.

Ms. Galeano was also a co‐founder, General Counsel, and Corporate Secretary of H2Pump, LLC, a hydrogen recycling company. She was instrumental in securing over $12M in private and government financing, several patents, and the delivery of the company’s first beta products.

Prior to her roles as General Counsel, Ms. Galeano was an attorney at the Albany Law firm of Whiteman, Osterman and Hanna where she helped to create Plug Power and Prime Care Physicians, among other notable businesses.

Ms. Galeano earned her J.D. degree at Brooklyn Law School and a B.A. degree in history, minor in Russian language and literature, and business adjunct degree at the State University of New York at Binghamton.  She is actively involved in the business community and serves on the Board of Directors of Albany-Tula Alliance, Inc, a nonprofit that fosters international business relationships in the Capital Region.

Additional Representative Experience
  • Represented buyer in asset acquisition of chiropractic business, including consulting agreement, promissory note, security agreement, “key man” life insurance, commercial lease agreement, and HIPAA issues and medicaid issues in connection with same.
  • Represented seller in asset sale of specialty coating flooring business, including executive employment agreement, non-compete agreement, and operating agreement.
  • Represented buyer in asset purchase of jewelry business, including assumption of commercial lease agreement, and non-compete agreements.
  • Represented buyer in asset purchase of affirmative action business.
  • Represented start-up companies in connection with an intrastate private placement offerings for $2.6MM and $1.5MM, respectively, including preparation of private placement prospectus, subscription agreements, investor questionnaires, and completing all associated state and federal regulatory filings.
  • Represented start-up company in connection with patent purchase and assignment, including filings with USPTO, restructuring of operating agreement, commercial lease agreement, and government contracts, including NYSERDA and DOD SBIRs.
  • Represent start-up companies in connection with intellectual property matters, including review of University intellectual property policies and procedures and conflict of interest.
  • Represent start-up company in connection with financing through convertible notes, work for hire agreements, software development agreements, FERPA related agreements, and issuance of founders equity.
  • Formed and/or advised several not-for-profit corporations in New York, Massachusetts, and Florida in connection with corporate governance issues, including conflict of interest policies, whistleblower policies, and fundraising and private inurement issues. 
Education
  • Brooklyn Law School, J.D. 1993
    (International Business Law Fellowship, Dean’s Academic Scholarship)
  • SUNY-Binghamton, B.A. 1990
    (William Randolph Hearst Scholarship)

Bar Admissions
New York
Licenses

  • New York State Attorney
  • New York State Notary Public
  • New York State Real Estate Broker 
Matthew Toporowski

Matthew Toporowski

Matthew Toporowski is an experienced litigator and trial attorney.  His practice focuses on defending individuals accused of committing crimes ranging from petit misdemeanors, DWI, to felony matters.  As a former prosecutor in Albany County, Matt handled countless cases from inception through trial in local, city, and county court.  His experience before judges and juries has allowed him to become an effective in court advocate of individuals who need quality representation, which is what he is most passionate about.

Matt also litigates personal injury cases on behalf of individuals harmed by the negligent and intentional acts of others.  Prior to joining the Firm, Matt was an associate at a national plaintiffs’ firm in Manhattan.  While there he managed several catastrophic personal injury cases against large corporations in both Supreme Court and Federal Court in New York City. He has deposed opposing expert witnesses, won pretrial motions, and successfully defended a multi-million dollar verdict on appeal.  His clients testified confidently and accurately through his dutiful preparation of them for depositions and trial.

Great results come from great preparation and attention to detail before a case gets to court. Matt’s ability to identify issues early in a case  and turn weaknesses into strengths comes from his experience clerking for the Appellate Division, Third Department of the New York State Supreme Court in Albany.  He reviewed both criminal and civil appellate briefs and wrote reports to the Justices of the Court recommending how they should resolve a case.  He also edited the judicial opinions of the Justices on those cases.  This clerkship gave Matt the unique opportunity to become an efficient and effective writer, which has translated to successful motion practice on behalf of his clients.

Education
Matt graduated cum laude from New York Law School in 2011, where he served on the Law Review. During law school, he held a number of internships including clerking for federal judges in the Northern and Southern Districts of New York, the Litigation Bureau of the NYS Attorney General’s Office, the U.S. Attorney’s Office for the Northern District of New York and the Manhattan District Attorney’s Office.

Matt graduated cum laude from The College of St. Rose in Albany, New York in 2008 with a Bachelor of Arts in History/Political Science, and minor in Philosophy.

Bar Admissions
New York
Court Admissions
New York State Courts; United States District Courts for the Eastern District of New York and Southern District of New York
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