Acquisitions & Sales
Banking
Construction
Employment
Entertainment
Estate & Tax Planning
Financing
Formation Services
General Counsel Activities
Intellectual Property
International Transactions
Licensing
Litigation, Arbitration & Mediation
Mergers & Reorganizations
Real Estate & Land Use
Startups
Taxation Strategies
Water
ACQUISITIONS & SALES
- Acquisition of temporary services company, along with forced buy-out of majority shareholders, financing for this transaction amounted to $42,000,000+
- Sale of family-owned flower business, tax-free reorganization in course of a marital dissolution
- Acquisition of New Zealand business/real estate; venture funding
- Forced member buy-out and stock purchase
- Redemption agreement and stock transfer
- Stock purchase of several local service providers
- Sale of stock of radio corporation by private interest to local nonprofit foundation; FCC licensing of transfer
- Tax-free transfer of assets from private mutual water company to local services district
- Sale of international trademark rights: $18,000,000
- Asset purchase of salad dressing formula, name, inventory; production agreement
- Asset purchases of restaurants, conversion of use, sales of restaurants
- Sale of insurance company, transfer of existing insurance carrier
- Buyout of 50% shareholder of women’s clothing design company
- Purchase of web-based software company in exchange for cash and stock
- Transfer of rights from foreign flower breeder to local corporation
- Sale of stock of restaurant to private investor
ACQUISITIONS & SALES
- Acquisition of temporary services company, along with forced buy-out of majority shareholders, financing for this transaction amounted to $42,000,000+
- Sale of family-owned flower business, tax-free reorganization in course of a marital dissolution
- Acquisition of New Zealand business/real estate; venture funding
- Forced member buy-out and stock purchase
- Redemption agreement and stock transfer
- Stock purchase of several local service providers
- Sale of stock of radio corporation by private interest to local nonprofit foundation; FCC licensing of transfer
- Tax-free transfer of assets from private mutual water company to local services district
- Sale of international trademark rights; $18,000,000
- Asset purchase of salad dressing formula, name, inventory; production agreement
- Asset purchases of restaurants, conversion of use, sales of restaurants
- Sale of insurance company, transfer of existing insurance carrier
- Buyout of 50% shareholder of women’s clothing design company
- Purchase of web-based software company in exchange for cash and stock
- Transfer of rights from foreign flower breeder to local corporation
- Sale of stock of restaurant to private investor
BANKING
- Startups
- Assist with formation of holding company and bank; reorganization of documentation for regulatory agencies
- Review of standard documentation package
- Employment
- Operations
- Review of loans; edit loan documentation
- Document workouts; negotiate financings
- Analyzed and negotiated $5,000,000+ workout
- Workout of identity thefts
- Loan & Loan Documentation
- Board and Director Representations
- Advised on conflicts of interest
- Advised on voting requirements; tender offer situations
- Litigation Defense
CONSTRUCTION
- Formation of investment holding companies in condominium conversion projects with loan and securities opinions
- Representation of many startups, with the formation of entities, standard construction and subcontractor agreements
- Successful resolution of an option entitlement for relocation to a better location with construction costs paid by landlord
- Negotiation and preparation of construction agreements, residential and commercial
- Preparation of public entity construction contract documents; due diligence review of contractors
- Preparation of professional design services agreements
- Defense of subcontractor litigation, resulting in subcontractor recognition of proper payment in mediation
- Formation of landscape staging company with all necessary documents to engage services, liens, etc.
- Defense litigation for general contractors and subcontractors
GENERAL COUNSEL ACTIVITIES
- Accounting Firm
- Financial Management Companies
- Developers
- Real Estate Syndications
- Architectural Firms
- Health Products
- Landscape Companies
- Construction Companies
- Software Companies
- Pizza Chain
- Restaurants and Food Suppliers
- Flower Companies
- Safety Companies
- Surgery Centers
- Lavender-based bath, Food and Beauty products
- Software Developers, defense contracting
- Mutual Water Company
EMPLOYMENT
- Management Team Agreements for startups
- Chief Executive Officer employment agreements
- Settlements of overtime wage claims
- Settlement of CRLA claims for overtime; payroll check violations; waiting time
- Defense of religious discrimination claims, State Labor Commissioner, DFH, arbitration (AAA)
- Structuring of employees, managers, and independent contractors
- Severance agreements
- Injury and Illness prevention programs
- Co-executive director employment agreement
- Employee handbooks
- Stock Option Plans; Deferred Compensation Plans; Phantom Stock Plans
- Move Claims and Defense
ENTERTAINMENT
- Formation and maintenance of alliance LLCs to exploit the work of past entertainers
- Licensing of images by photographer, after artist consents
- Preparation of investor package for movie production company
- On-site location film agreements
- Model and image releases
- Negotiation of book and author publishing agreements
- Non-disclosure, Confidentiality and Privacy Agreements
ENTITIES FORMED
Partnerships & Limited Partnerships
- Multi-tiered investment limited partnerships and limited liability
- Companies to facilitate private equity real estate investments
- Family Limited Partnerships for estate planning
- Limited Liability Partnerships
- Real Estate Partnerships and Ventures
Limited Liability Partnerships
- Real Estate Partnerships and Ventures
- Limited Liability Partnerships; Companies Architectural firm
- Hair product limited liability companies
- Production and promotion of music festival
- Polish vodka venture
- Equestrian facility
- Hair Salon
- High-End clothing line
- Web based literary merchandise company
- Real Estate Ventures
Corporations
- Payroll advance company
- Subway retail locations
- Hair and beauty salon
- Farms; Flower Production
- Mutual water company (and subsequent dissolution)
- Construction-general contractors, subcontractors
- Self-help programs
- Documentation and presentation of history of local news, with educational component
- Artisan craftsman woodworking company
- Web based personal accounting and budgeting software
- Film Ventures, Production Companies
International Entities
- French, German, UK entities
- Swedish corporation startup and coordination
- Private international school with landholding LLC
- Chad Relief Organization
Nonprofit Corporations
- Statewide Costume Company
- Parent Organization
- School, Educational Institution (online)
- Community Food Organization
- Cooperatives
- Family Foundations
- Private Foundations
- Public charity for educational purposes
- Foundation for education
- Church
- Birth Center Peace Organizations
- Peace Organizations
Securities/Registration
- Series of Preferred Stock Options
- Reg. D Registration
- Stock option plan for on-line television venture
- Organization and administration of stock option plan for key executives
- Debentures
- Stock option registration
- Investment advisor/broker dealer licensing
- 25102 (h), 25102(f), 25102(o) securities filings
ESTATE & TAX PLANNING
- Many estate plans for individuals, usually involving legal estate tax avoidance mechanisms.
- A-B Trusts
- A-B-C Trusts
- Charitable Lead Trusts
- Charitable Remainder Trusts
- Operation of Estate Planning Review Program
- Prenuptial Agreement for business owners
- Equity Sharing Agreements involving residences for employees, officers
- Formation and Maintenance of Private Foundations & Public Charities
- ILIT Trusts
- Workout of defective tax planning
- Life Insurance Trusts
- Intentionally Defective Grantor Trusts
- Revocable and Irrevocable Trusts
- Dynasty Trusts
FINANCING
- Private Placement Memorandums (many) – from software, to restaurants, manufacturing and agriculture
- Series A preferred stock private placement
- Dutch financing of business acquisition with forward 1031 exchange
- High-end custom residential construction financing; $2,400,000
- Reorganization of Flower Grower Financing – $10,000,000
- Series preferred stock financing; $3,000,000
- Convertible Debt / Warrant financing; Convertible debentures
- $4,000,000 financing with stock, loans, options, real estate sale/loan, IP security and convertible debentures
- $8,000,000 refinancing, retiring former loan
- Third round financing of major internet advertisers-$43,000,000
- Bank Financing and Re-financing
INTELLECTUAL PROPERTY
- Protection of trademark rights in name used on wine labels
- Trademark searching and registration – California, Federal and International
- Evaluate status and strategy for intellectual property
- Negotiations with Library of Congress re transfer of bequest materials
- Advice and negotiations re trademark and domain name infringement matters
- Respond to PTO office actions re pending trademark applications
- Prosecution of pending trademark applications
- Maintenance of trademark registration
- Patent and trademark lien searching
- Advice re copyright ownership
- Licensing of trademarks
- Cease and desist letters; litigation (state and federal)
INTERNATIONAL TRANSACTIONS
- Manufacturing and licensing agreement for Polish vodka
- Stock pledges/powers for foreign subsidiaries
- Negotiate return of defective safety and rescue products
- Structuring of land holding entity and school, both of which will conduct business in New Zealand
- Startup of five European entities, with tax planning, tax agreements and treaties
- Defective bulb litigation
- Resolution of immigration problems, visas
LICENSING
- Website licensing
- Polish vodka, tequila
- Telecommunications antenna farm
- Call center
- Software licensing
- Real Estate, roads
- Vehicle steering system licensing
- IP Licensing
- Advice re-licensed IP rights
- Trademark licensing
- Patent licensing
LITIGATION, ARBITRATION, & MEDIATION
- Successful Defense of Company against employment claims, including commissions, resulting in settlement of an amount less than originally offered
- Successful Defense of the Officers and Majority Shareholders with assertions of bad faith, violation of fiduciary duties, and violations of the Bylaws, through a derivative action, resulting in favorable judgment allowing a forced buyout of minority shareholders
- Representation in business dispute involving loan defaults and allegations of misappropriation
- Representation in business dispute with allegations of misappropriation and fraud involving a California corporation
- Successful Defense of General Contractor against claims of a tile subcontractor; recovery for bad tile work
- Construction Default Litigation, Representing General Contractors, Subcontractors
- Collection of over $300,000 for satisfaction of judgment
- Successful Defense of Chairperson of Agricultural Commission, in litigation demanding compensatory and punitive damages in excess of $10,000,000, resulted in dismissal (attorney fees recovered)
- Defense of derivative shareholder action, resulting in buyout of minority interests
- Defense of collection for defective flower supplies; Cross-claims against international suppliers, carriers and insurers
- Settlement of recovery of unpaid architectural fees and enforcement of mechanics liens
- Collection activities/litigation for costs and fees; environmental litigation to recover unpaid clean up fees, enforce mechanics liens rights
- Representation of a media company in declaratory relief action for trademark/copyright infringement
- Trust probate and conservatorship litigation
- Many mediations, including those through the Forum, resulting in resolutions
MERGERS & REORGANIZATIONS
- Assisted with merger, with public company being acquired by private corporation with delisting
- Merger with Arkansas engineers for all-terrain vehicle company
- Reorganization of Arkansas seal fastener corporation into California corporation
- Conversion of California LLC to California corporation
- Structuring strategy pertaining to potential merger between two high-tech companies, including FASB’s position on pooling method of accounting and tax-free reorganizations
- Reorganization of flower companies, construction entities and software ventures
REAL ESTATE & LAND USE
- Subdivisions, lot lines adjustments
- Code violation workouts
- Structuring Equity Sharing Agreements
- Processing governmental applications – map modifications, variances, conditional use permits, subdivisions, lot splits, etc.
- Defense and prosecution of neighborhood difficulties
- Purchase/sale – commercial, residential
- Lease negotiations
- Unlawful detainers; reliefs from stay in bankruptcy court
- Tax assessor appeals
STARTUPS
- Polymer technology company for blast walls and other applications
- Accounting internet company
- All-terrain (extreme-terrain) vehicle with consulting and confidentiality agreements; military application; license of patent technology and trademarks
- Stereo and other audio-related equipment, with business relationship with established company based in Mexico
- Hair care products and salon venture with copyrights, trademarks and service marks with licensing and contracting through aligned companies
- Beauty, food, and bath products, with name and trademark licensing, product development agreements and companion non-profit corporation
- Software for analysis of vehicle safety/overlay of TV program
- Business and management consultation
- Acquisition of New Zealand school, from Dutch company; formation of licensing, financing, nonprofit and profit corporations
- Software for personal budgeting/web based application
- Educational ventures: profit and non-profit
TAXATION STRATEGIES
- Corporate
- Real Estate
- Partnerships
- Williamson Act applications and maintenance – agricultural
- Examination of tax benefits for environmental remediation costs
- Charitable contribution of water permit
- Business inventory exception to property taxes
- Negotiations with county assessor re appeal of base value; savings to client
- Tax strategy involving “transfer” of water rights in context of mutual water company shareholders
- Allocation of purchase price to maximize buyer’s benefit
- 1031 tax exchanges, tax savings of approximately $900,000, non-US seller; partial and fully tax deferred 1031 exchanges
- New Zealand tax structure
- Private letter ruling allowing tax-free investment of proceeds from condemnation of privately held stock in publicly traded stock
- Preservation of “S” election in context of marital dissolution
- Provide legal support re taxability of security deposits; tax savings on $300,000 of income
- Analysis of charitable contributions for purposes of maintaining tax exempt status
WATER
- Analyses, assessments and evaluations of transactions involving water, water litigation, and follow-up implementation of judgments on basin adjudications.
- Formation of water entities, joint powers agencies, joint ventures, and other contractual arrangements involving water (ground and riparian), State Water, and federal agencies.
- Assist and consult on water litigation, strategies, discovery, witnesses, and presentations.
- Organize, reorganize, and assist non-profit water entities and trusts.
- Implementation of sales, mergers, condemnation, and other strategies for the transfer of or acquisition of water companies, private and public, with tax opinions, private letter rulings.
- Joint water agreements