Frank J. Cerza

Partner

Frank.Cerza@lewisbrisbois.com

Frank J. Cerza is a partner in the New York office of Lewis Brisbois and is chair of the Italy Practice, co-chair of the Real Estate & Land Use Practice, and a vice-chair of the Commercial Lending Practice. His practice focuses on corporate and real estate business transactions and commercial finance. Mr. Cerza has more than 40 years of experience representing American and Italian companies and individuals in cross-border transactions between the U.S. and Italy. He also represents clients in connection with mergers & acquisitions, corporate, real estate, development projects, commercial contracts, employment, privacy, tax, economic development and regulatory, litigation, and intellectual property matters. In addition, he serves as outside general counsel to Italian and international companies doing business in the U.S. and assists American companies in their business endeavors in the U.S. and Europe.

Mr. Cerza’s experience includes business and strategic planning, joint ventures; formation of U.S. companies and partnerships; acquisitions and sales of businesses, financial restructuring and work-outs, commercial lending, leasing and sales of retail stores, offices, showrooms, and other commercial properties; land use and regulatory, and negotiation of contracts of employment, sales representation, distribution, franchising, and licensing.

Primary Area(s) of Practice

  • Corporate
  • Real Estate & Land Use
  • Italy Practice
  • Mergers & Acquisitions
  • Commercial Lending

Additional Experience

Admissions

New York

New Jersey

U.S. District Court for the Eastern District of New York

U.S. District Court for the Southern District of New York

U.S. District Court for the District of New Jersey

Associations

  • American Chamber of Commerce in Italy, Representative for the State of New York
  • Italy-America Chamber of Commerce of New York, Director and Vice President
  • Italy-America Chamber of Commerce of Texas, Director
  • National Italian American Foundation, Member

Awards & Honors

Received honors from VISIONS/Services for the Blind and Visually Impaired for his pro bono work dedicating more than 100 hours of legal services to assist VISIONS, at the VISIONS Manhattan Advisory Board Awards Ceremony hosted by AIG, September 22, 2016. 

Professional Presentations

  • Co-author – “Navigating the Corporate Transparency Act: A Comprehensive Guide for Compliance”, Legal Alert, January 2024
  • Corporate Transparency: Exploring the Differences between the U.S. and Italy - Conducted Webinar for the American Chamber of Commerce in Italy, November 2023
  • Speaker, “Exclusive Uses: Balancing the Equities” International Council of Shopping Centers Law Conference, Phoenix, Arizona, October 2023
  • Co-author - Proposed Legislation in New York State would require Disclosure of the Beneficial Owners of Limited Liability Companies - Legal Alert - August 2023
  • Speaker, “ICSC’s New Model Retail Lease; Staying Current with the New Reality”  International Council of Shopping Centers Law Conference, Orlando, Florida, October 2022
  • Moderator - Investment Opportunities under New U.S. Infrastructure Law, Webinar,  American Chamber of Commerce in Italy, January 2022
  • Panelist - Investing in the USA in Times of the “New Normal”, American Chamber of Commerce in Italy, Virtual Meeting, February 2021
  • ICSC New Retail Lease Model 2020 Task Force - Served on Committee and drafted pertinent rent provisions of New Retail Lease Model, November 2020
  • Co-Author – “COVID-19: The Potential Application of Force Majeure, Frustration of Purpose and Impossibility of Performance Defenses in Retail Leases”, Legal Alert, April 2020
  • Workshop leader, “The Clash of the Clauses - Which Clause Controls? Avoiding Inconsistencies in Documents,” International Council of Shopping Centers Law Conference, Virtual Conference, 2020.
  • Workshop leader, “Maintenance and Repair Obligations under Commercial Leases,” International Council of Shopping Centers Law Conference, San Diego, California, 2019.
  • Speaker, “Economic Development Incentives and Investing in the United States,” Conference for Members of the Ordine dei Commercialisti Monza e Briana at the Italian Trade Commission, New York, New York, October 2018.
  • Roundtable leader, “Economic Incentives and Retail Development.” International Council of Shopping Centers Law Conference, Orlando, Florida, 2018.
  • Speaker, “Everything You Always Wanted to Know About Gross Sales, But Were Afraid to Ask” International Council of Shopping Centers Law Conference, San Antonio, Texas, 2017.
  • Speaker, “Attracting Foreign Investment into the United States,” Conference for Members of the Consiglio Nazionale dei Dottori Commercialisti, New York, New York, November 2016.
  • Workshop leader, “Don’t Get Burned on the Boilerplate,” ICSC Law Conference, Hollywood, Florida, 2016.
  • Speaker, “Key Sublease Issues to Consider When Downsizing Your Business,” ICSC Law Conference, Phoenix, Arizona, 2015.
  • Panelist, First Annual Fashion Law Society CLE, Villanova University School of Law, 2015.
  • Workshop leader, “Navigating Commercial Sublease Clauses,” ICSC U.S. Shopping Center Law Conference, 2014.
  • Discussion leader, “Negotiating Commercial Leases in Mixed Use Projects,” ICSC U.S. Shopping Center Law Conference, 2013.
  • Panelist, “Retail Issues”, Real Estate Forum - A Market Update, European American Chamber of Commerce, New York, New York, 2013.

Education

Villanova University School of Law

Juris Doctor, 1980

University of Pennsylvania

Bachelor of Arts, magna cum laude, 1977

Representative Matters

  • Represented owner-developer in connection with sale of three warehouses and distribution centers in Ohio, Indiana and Kentucky.
  • Represented national testing laboratory tenant in connection with triple net lease of 67,000 square foot facility in Westchester County, New York.
  • Represented seller in $91 million sale of New Jersey commercial property.
  • Represented U.K. women’s clothing retailer in connection with New York City retail store lease.
  • Represented commercial bank in connection with commercial loan in Vernon, California.
  • Represented New Jersey owner in connection with $10 million sale of commercial property in New Jersey.
  • Represented seller in sale of $77 million Florida commercial real estate portfolio.
  • Represented seller in $33 million asset sale of connectivity integrator business.
  • Represented commercial tenant in connection with lease to 12,000 square foot office space in New York City.
  • Represented Delaware corporation in connection with domestication into Italian corporation pursuant to Section 390 of the Delaware General Corporation Law.
  • Represented Italian men’s clothing company in connection with retail store lease on Madison Avenue in New York City.
  • Represented retailer in connection with redemption of ownership interest of minority shareholder and corporate restructuring.
  • Represented seller of luxury apartments in Trump Tower, New York, New York
  • Represented New Jersey retailer in connection with joint venture contract for the development of commercial property.
  • Represented Italian luxury hotel and restauranteur in connection with restaurant license agreement with Florida hotel and resort developer.
  • Represented New York based engineering firm in connection with redemption of ownership interest of co-founding member and reorganization.
  • Represented foreign companies in connection with U.S. compliance, banking and regulatory matters.
  • Represented seller in connection with sale of New York packaging company.
  • Represented Italian energy company in connection with complex multi-country corporate and tax structure
  • Represented Italian conveyor manufacturer in connection with buy-out of North Carolina joint venture partner
  • Represented international fashion company in connection with tax-free reorganization and restructuring.
  • Represented high-end Italian men’s fashion company in connection with multistate retail store leases in various cities and shopping malls.
  • Represented Italian women’s clothing company in connection with New York retail store lease.
  • Represented Spanish retailer in connection with employment law and retail related issues.
  • Represented French gelato franchisor in connection with multistate franchising.
  • Represented Italian wine maker in connection with a long-term U.S. distribution agreement.
  • Represented Italian company in connection with trademark license to manufacture clothing for U.S. licensor
  • Represented Italian manufacturer of kitchen products in connection with leasing of 10,000 square foot showroom and retail space in New York City.
  • Represented American investor in connection with acquisition of equity participation in prestigious Venetian glassware manufacturer.
  • Represented international fashion company in connection with multistate franchising in U.S.
  • Represented Italian pasta company in connection with acquisition of U.S. trademark.
  • Represented terra cotta vase manufacturer and distributor in connection with acquisition of Texas manufacturing company
  • Represented manufacturer and distributor of frozen desserts in multistate distribution agreements.
  • Represented high-tech conveyor manufacturer in connection with establishment of Michigan manufacturing facility
  • Represented high-end international fashion company in connection with construction, renovation and establishment of retail clothing store on Madison Avenue.
  • Represented insurance brokerage company in connection with subleasing of 54,000 square feet facility in New York City
  • Represented fashion company in connection with acquisition of multimillion-dollar commercial condominium and showroom unit in New York City.
  • Represented U.S. investor in connection with acquisition of $30 million townhouse in New York City.

Published Opinions

  • “Leasing Retail Stores in New York City,” Expect Focus International, 2017
  • “Using Independent Sales Representatives to do Business in the United States,” Expect Focus International, 2016 
  • Co-Author, “TTIP’s Impact on U.S. and EU Trade Relations,” Expect Focus International, 2015
  • “Navigating Commercial Lease Assignment Provisions: Tenants Beware,” Pepper Hamilton, 2013

Additional Experience

  • Financial Restructuring & Loan Workout Practice
  • Supply Chain Due Diligence
  • COVID-19: Contracts & Force Majeure