Vivian Breier is a Partner at Abrams Fensterman, LLP, where she practices in the firm’s Lake Success office. She serves as Co-Chair of the Corporate and Securities Law Practice Group and is also a member of the Health Law Practice Group. With over 30 years of legal experience, Ms. Breier concentrates her practice on corporate transactional matters, including the negotiation and drafting of asset and stock purchase agreements, domestic and international mergers and acquisitions, private placements, and a wide range of commercial agreements, such as employment, licensing, distribution, manufacturing, and master services agreements. Ms. Breier has advised clients across diverse sectors, including technology, telecommunications, manufacturing, electronics, food and beverage, and global supply chain and logistics.
Ms. Breier also has significant experience in employment law, advising corporate clients and individuals on complex workplace matters, including reductions in force, ADA, FMLA (state and federal) compliance, wage and hour classifications, and employment discrimination and harassment claims.
Prior to joining Abrams Fensterman, Ms. Breier practiced at a boutique law firm serving as general counsel to a publicly traded company, a large privately held business, and a not-for-profit entity, in addition to a diverse range of corporate clients. She also previously worked at a prominent Long Island-based law firm.
Ms. Breier spent over a decade in-house, serving first as Director of Legal Affairs at Toymax International Corp., and subsequently as General Counsel for a global technology company, Aperio CI, Inc. She began her legal career during a national recession, leveraging her undergraduate background in Finance and Management Information Systems to secure a position at a boutique Manhattan firm focused on IPOs and securities litigation Early in her career, she worked on complex, multi-jurisdictional federal litigations representing major pension funds in actions against Drexel Burnham Lambert and Lincoln Savings and Loan, asserting claims of insider trading, securities fraud, racketeering, and conspiracy. These private civil matters were litigated in parallel with high-profile government prosecutions of the principals involved. These formative experiences laid the foundation for her long-standing focus on corporate transactions, mergers and acquisitions, and securities regulatory matters across a variety of industries. That early experience shaped her future work on complex corporate transactions, M&A deals, and securities law matters.
Ms. Breier earned her Juris Doctor from the Maurice A. Deane School of Law at Hofstra University and holds a Bachelor of Science in Finance/MIS from the State University at Albany. She remains actively engaged in the legal and business communities, serving as a mentor at Hofstra Law School, advising startup companies, and providing pro bono general counsel services to the Financial Women’s Association (FWA), where she also Co-Chairs the Long Island Committee.
Ms. Breier is admitted to practice in the State of New York and is a member of the New York State Bar Association and the Nassau County Bar Association. Her decades of experience across private practice, in-house counsel, and leadership roles make her a trusted advisor in corporate, transactional, employment law, and other matters.
Bar Admissions
- New York
- U.S. District Court, Eastern District of New York
- U.S. District Court, Southern District of New York
- U.S. District Court, Northern District of New York
Education
- Maurice A. Deane School of Law at Hofstra University, J.D.
- State University of New York at Albany, B.S. Finance/MIS, cum laude
Professional Associations and Memberships
- Financial Women’s Association, Co-Chair of LI Committee and General Counsel (Pro-Bono)
- New York State Bar Association, Member (Employment, Corporate, Intellectual Property and International sections)
- Nassau County Bar Association, Member
Representative Transactions
- Represented a telecommunications technology company in the cross-border sale of a minority equity interest, including the preparation of Form D filings and negotiation of ancillary shareholder and governance agreements.
- Advised a global electronics manufacturer in its cross-border acquisition of a Canadian technology company via merger, including integration of IP licenses, compliance with customs and tariff regulations, and post-closing corporate restructuring.
- Represented a technology company in a Series A private placement involving multiple investors, including negotiation of preferred stock terms, investor rights agreements, and the creation of a management equity pool.
- Represented a regional bus company in its acquisition of all assets from a bankrupt competitor, including the transfer of FCC licenses, title transfer of thousands of buses, and assumption of related contracts and facilities.
- Represented the founders of a logistics company in the sale of all outstanding equity to a foreign acquirer, including deal structuring, earnout provisions, and employment agreements.
- Represented a global food distribution company in the asset acquisition of a specialty cheese manufacturer, including negotiation of the Asset Purchase Agreement, assignment of customer, supplier, and distribution contracts, and transfer of operational licenses. Advised on purchase price allocation, transition services, employee onboarding, environmental diligence for warehouse operations, and coordination with local counsel on required free-trade zone facility permits.
- Structured and closed the sale of a regional ice manufacturing and distribution business to a private equity firm, including asset transfer, commercial lease assignments, and transition services arrangements.
- Structured and negotiated a strategic joint venture between an electronics company and a global healthcare company to develop and market certified “Hi-Tech” wellness and remote monitoring technologies.
- Represented the management team in a leveraged buyout (LBO) of a national engineering firm, including negotiation of senior credit facilities and mezzanine debt financing.
- Represented multiple acquirers in the purchase of franchised business operations across the Northeast, including asset acquisitions of individual franchisee locations and negotiation of real estate leases aggregating to over $200 million dollars.
- Advised numerous startup companies on early-stage financing transactions, including SAFEs, convertible note financings, and preferred equity rounds, with ongoing compliance under Regulation D and state Blue Sky laws.
- Drafted and negotiated all offering and operational documentation for a private placement REIT focused on affordable housing, including the Private Placement Memorandum (PPM), Subscription Agreement, Advisory Agreement, and Property Management Agreement.
- Advised a multinational buyer on the acquisition of a cross-border frozen food business, including tax structuring (in coordination with tax counsel), employment transition, and the negotiation of post-closing earnout terms.
- Represented several healthcare supply companies in a successful roll-up strategy, culminating in the sale of acquired entities to a publicly traded holding company.
- Drafted and negotiated a portfolio of manufacturing and supply agreements exceeding $300 million in aggregate value, across the consumer goods and electronics sectors.
- Structured and negotiated supplier, vendor, and logistics agreements across diverse industries, including healthcare, technology, electronics and perishable and non-perishable food products.
Publications
- Streamlining US-EU Privacy Compliance Through The Safe Harbor Principles, International Bar Association Journal, Co-Author (October 2013)