Thelen LLP

Mr. Polonsky is a trial lawyer and litigator with over twenty years of experience in such areas as business and commercial dispute resolution and litigation, bankruptcy and creditors' rights, corporate and securitieslitigation, international disputes, mass torts, products liability and consumer products testing and regulation.

In his bankruptcy and creditors' rights practice, Mr. Polonsky has represented bankruptcy trustees, examiners, official unsecured creditors' committees and creditors in investigations and litigation involvingfraudulent transfers and conveyances, equitable subordination, preferences, breaches of fiduciary duty, waste and mismanagement, and conflicts of interest. He has also represented creditors and committees in work-outs and restructurings involving hospitals, residential and commercial real estate, aircraft leases and manufacturing facilities.

In his securities and corporate governance practice, Mr. Polonsky has prosecuted and defendedclass,derivative and private securities actions involving claims for 10b-5 securities fraud and common lawfraud,claims under the Investment Advisor Act, and claims against parents and controlling shareholders,directors, officers, accountants, auditors and lenders. He has also conducted internal investigations under the Foreign Corrupt Practices Act and concerning claims against directors, officers, accountants, auditors and lenders.

In his product liability and toxic tort practice, Mr. Polonsky has defended claims concerning a variety ofproducts, including over sixteen cumulative years of asbestos defense work as national property damagecounsel for a Quebec asbestos mine, as national personal injury coordinating counsel and local trial counsel for an international engineering and construction firm, and as local personal injury trial counsel for a major automotive company. He has managed as many as 23,000 asbestos personal injury cases pending against hisclients in the New York courts. Mr. Polonsky also has substantial experience with consumer product safety standards and testing, CPSC and ASTM standards, factory audits and social accountability audits.

As a Senior Trial Attorney in the Economic Crimes Bureau of the Brooklyn District Attorney's Office prior to entering private practice, Mr. Polonsky investigated and prosecuted insurance fraud, bank and credit card fraud, forged documents and false statements, arson, labor racketeering, extortion and embezzlement.

Securities and Corporate Governance

Cromer Finance, Ltd. v. Berger, et al., (S.D.N.Y.): Co-lead counsel for the plaintiff class (primarily offshore institutional investors) alleging securities fraud and accounting/auditing malpractice against the investment manager and the two Final Four accounting firms that served as the administrator and the auditor of a fraudulent Bermuda hedge fund, the Manhattan Investment Fund.

Rosenbaum Capital, LLC v. Sharper Image Corp., (N.D.Cal.): Defended Sharper Image and its directors and officers in a securities fraud class action brought by the Lerach firm.

Dynasty Invest Ltd. v. Beeland Management Company, LLC, (S.D.N.Y.): Counsel for plaintiffs in a limited partners' derivative action against the managers of a private commodities index fund for breach of fiduciary duties of care and loyalty arising from the transfer of ninety percent of the pool's assets to non-segregated, unregulated offshore accounts in Refco Capital Markets.

Otor, S.A., et al. v. Credit Lyonnais, S.A. et al., (S.D.N.Y.): Represented the plaintiffs (the original owners of Otor) in a securities fraud, Investment Advisors Act and breach of fiduciary duty action against Otor's investment advisors, lenders and investors alleging a fraudulent scheme to take control of a French manufacturing company.

In re Blech Securities Litigation, (S.D.N.Y.): Defended a biotech issuer defendant and its directors in a securities fraud class action.

International Telecom: Advised a large Brazilian telecom company and its former management concerning arbitrations and litigations in New York, London and Brazil among its controlling shareholders in a battle for corporate control, and concerning potential defenses to an unfriendly takeover by its former controlling shareholder.

Bankruptcy and Creditors' Rights

In re Enron Corporation, (Bankr. S.D.N.Y.): Represented Harrison Golden, the Enron N.A. Examiner, in the investigation and analysis of potential claims by Enron against its former lenders and accountants. Led the team that investigated potential claims against a Final Four accounting firm.

Burtch v. Smith, et al., (D. Del.): Counsel for the Chapter 7 bankruptcy trustee for Allied Digital Technologies, Inc. in fraudulent transfer, breach of fiduciary and statutory duty, waste and mismanagement, and unjust enrichment claims arising from the LBO that took Allied Digital private two years before it filed for bankruptcy protection.

In re Episcopal Hospital Services, Inc., (Bankr. E.D.N.Y.): Represented the official committee of unsecured creditors in claims of conflict of interest and breach of duty against replacement hospital management, in fraudulent conveyance claims arising from transfer of St. John's Episcopal Hospital complex and in preference litigation.

In re American Tissue, Inc., (Bankr. D. Del.) : Represented the official committee of unsecured creditors in the investigation of potential claims against the debtor's directors and officers.

In re New York Medical Group, (Bankr. S.D.N.Y.): Represented the official committee of unsecured creditors in the investigation of potential claims against the debtor's controlling shareholders, directors and officers, in equitable subordination litigation, and in preference litigation.

Delta Holdings v. National Distillers & Chem. Corp., (S.D.N.Y. and State Court, Kentucky): Defended the post-acquisition directors and officers and management company of an insolvent property and casualty insurance company in claims by the seller company in the S.D.N.Y. and by the Kentucky insurance commissioner in a state court insurance company liquidation.

JLEC v. Xcoal et al., (W.D.Pa.): Represented a foreign arbitration judgment creditor in fraudulent conveyance, alter ego/successor and breach of duty claims against former parents, affiliates, directors and officers of an insolvent judgment debtor.

Financial Institution Investigation: Represented investors in the investigation and settlement of claims against a financial institution's auditors for failing to identify and prevent extensive accounting fraud by the former management extending over several years that led to the institution's insolvency.

Davister Corp. v UOB, (State courts, Texas and Utah): Defended a Swiss bank in lender liability litigation in Texas concerning a life insurance company and in that company's liquidation in Utah state court.

In re Flushing Hospital and Medical Center, (Bankr. E.D.N.Y.): Represented the official committee of unsecured creditors in claims of breach of duty and equitable subordination against the parent hospital group and in preference litigation.

In re PIIGI, (Bankr. N.D. Tex): Represented a secured lender in the bankruptcy of an insurance holding company against equitable subordination and other state law claims.

American Safety Indemnity Company v. Vanderveer Estates, (Bankr. E.D.N.Y.): Represented the official unsecured creditors committee in insurance coverage litigation relating to coverage for eleven personal injury actions.

In re Pan Am and In re Continential Airlines (Bankr. S.D.N.Y.): Represented equity and debt participants in the restructuring of aircraft leases in these airline bankruptcies.

Civil RICO

Kensington International Ltd. v. Societe Nationale des Petroles du Congo, et al., (S.D.N.Y.): Defended the Energy Minister of the Republic of the Congo (Brazzaville) in a RICO action brought by a Cayman Islands hedge fund alleging a conspiracy to structure the Congo's oil exports so as to prevent holders of defaulted Congolese bonds from attaching proceeds of the oil sales.

UEB v. Davister Corp. et al., (State court, Utah): Represented a Swiss bank in state law RICO claims arising from take-over and looting of life insurance company in which the bank was the primary secured creditor.

Yale Law School (J.D., 1982)
Co-Director, Yale Civil Legal Services Program
Board of Directors, Yale Legal Services Organization
General Counsel, The Quarterly (an undergraduate literary magazine)

Harvard University (A.B., magna cum laude with high honors, 1979)
Social Studies
Phi Beta Kappa (Senior 24)

New York, 1983

U.S. Courts of Appeals for the Second, Third, and Fifth Circuits
U.S. District Courts for the Eastern, Southern, and Western Districts of New York
Appeared on a pro hac vice basis before state and federal courts in California, Connecticut, the District of Columbia, Kentucky, Maryland, Massachusetts, Mississippi, New Jersey, New Hampshire, Ohio, Pennsylvania, Texas, Utah, and West Virginia.

American Bar Association, Section of Business Law, Business Bankruptcy Committee

American Bankruptcy Institute

American Association for Justice

Association of the Bar of the City of New York

Pro bono counsel, Rye Brook United

Former Board Member, Rebecca Kelly Ballet

Former Board Member, Appleby Foundation

Former Member, Board of Zoning Appeals, Rye Brook, New York