Business Sales and Acquisitions

Sell-Side Transactions.  I have represented sellers in the sale of their businesses, including:

• U.S.-based modern oral nicotine product company sale of its assets to a multinational publicly traded company.
• Business owners’ sale of their discount dental plan provider company to a national competitor.
• Indoor air quality and environmental consulting services company’s restructuring and sale to a global independent insurance services provider.
• Multimedia surface coater’s sale of substantially all of its assets to a strategic national buyer, including the provision of post-acquisition transition and consulting services.
• Global IT consulting and software services company’s sale of a majority equity interest to a Canadian based global business process and IT services company.
• Video game service provider’s sale of substantially all of its assets to a publicly traded social video game service provider.
• Local produce distribution company’s sale of a produce storage subsidiary to a regional competitor.
• Business owner’s sale of her electrical and electro-mechanical engineering and manufacturing company to a key employee.
• Business owner’s sale of his regional freight data management services company to a national competitor.
• Financial services company’s sale and license of key intellectual property to a non-U.S. strategic investor.
• Printing company’s sale of substantially all of its assets to a competitor.
• Regional insurance broker’s sale of her employee benefits insurance brokerage business to a national insurance broker.
• Veterinarian’s sale of his practice to a private equity group.
• Estate of a doctor’s sale of a medical practice to a multi-office medical group.
• Estate of a business owner’s sale of a post-production company and related business and real estate entities to a competitor.
• Shareholder’s sale of his interest in a third party retirement plan administration business to a larger competitor.
• Business owner’s sale of his 40% ownership interests in a meat distribution company and related companies to the majority shareholder.
• Minority investor’s sale of his equity in a technology company to a publicly traded company.
• Minority investor’s sale of his equity in a privately held pharmaceutical company to a publicly traded non-U.S. conglomerate.
• Independent power company’s sale of two, 525 MW natural gas-fueled power blocks and related real and personal property.
• Developer’s sale of forty GE model 1.5 xle wind turbines under an existing turbines supply agreement.

Buy-Side Transactions.  I have represented buyers in the acquisition of business, including:

• Healthcare technology company’s acquisition of substantially all of the assets of a company that developed an e-commerce solution in ophthalmic healthcare.
• Behavioral disorder treatment company’s acquisition of substantially all of the assets of a behavioral therapy provider.
• Los Angeles-based third party pension plan administration firm’s acquisition of substantially all of the assets of a regional competitor.
• California-based investigative services company’s acquisition of substantially all of the assets of a Southeast-based investigative services company.
• California-based investigative services company’s acquisition of substantially all of the assets of a Midwest-based investigative services company.
• Office technology and document management company’s acquisition of a regional competitor.
• Financial services company’s acquisition of U.S. and European operations of a consumer-to-consumer money transfer business.
• Financial services company’s acquisition of a transaction processing services company.
• Financial services company’s acquisition of a provider of transaction processing and fund transfer services and products.
• Publicly traded biopharmaceutical company’s acquisition of a privately held biopharmaceutical company.
• Turnaround investor’s acquisition of an appraisal firm engaged in the business of going-concern valuation of speculative properties.
• Restaurateur’s acquisition of the assets and assumption of the lease of a ramen restaurant in Los Angeles.
• Insurance broker’s buyout of a minority partner.
• Property management company’s buyout of a minority partner.
• Nevada insurance company’s acquisition of the workers compensation business of a California insurance company.

Equity Financing

Companies.  I have represented companies offering equity to raise capital, including:

• Biotechnology and nutraceutical corporation’s offering of multiple rounds of preferred stock to a venture capital group and angel investors throughout the U.S.
• Financial services company’s offering of multiple rounds of limited liability company membership units to a strategic investor.
• Franchisor of a prominent restaurant chain’s multiple offerings of limited liability company membership units to individual accredited investors throughout the U.S.
• Real estate developer’s multiple offerings of limited liability company membership units directly to investors and through a placement agent to U.S. and non-U.S. investors.
• Financial services corporation’s offering of series seed stock to angel investors.
• Silicon feedstock processing and recycling company’s offering of a secured promissory note and warrants for limited liability company membership units to a private equity group.

Investors.  I have represented companies and individuals investing in privately-held companies, including:

• Canadian province pension fund’s investments in U.S. based early-stage corporations and limited liability companies.
• Major Spanish telecommunications company’s strategic investments in California based early stage technology corporations.
• Biotechnology and nutraceutical corporation’s acquisition of warrants for preferred stock in multiple companies in the U.S. and England as consideration for the exclusive use of the corporation’s products.
• Family fund’s private equity-lead investments into companies for turnaround.
• Healthcare technology company’s acquisition of a minority interest in a guest engagement provider corporation and follow-on convertible debt financing.
• International marketing research and strategy firm’s receipt of profits interests in a regional media company.
• Individual investor’s acquisition of a minority interest in a news aggregation company.
• Individual investor’s acquisition of a minority interest in a hair salon.
• Stock option agreements and other equity grant agreements for directors, officers, employees and consultants.

Business Law

Business Contracts.  I have developed and drafted many types of business contracts, including:

• Multiple exclusive and non-exclusive product development, manufacturing, supply and license agreements with publicly traded and privately held companies for a biotechnology company and for a biotechnology company, a biotechnology and nutraceutical company and a health and wellness company.
• Software and hardware platform license agreements for a healthcare technology company.
• Gypsum supply contract for an energy company.
• Agreements to protect intellectual property, including non-disclosure agreements and proprietary information and invention assignment agreements for many companies.
• Form services agreements for an actuarial services company and an accountancy firm.
• Term sheets and letters of intent for many different types of transactions.

Structuring Companies.  I have advised on the structuring of companies to position businesses for growth and potential sale, including:

• Develop and implement the initial formation and ownership structure for many corporations and limited liability companies, including certificate of incorporation, operating agreements, shareholder agreements, voting agreements, transfer restriction agreements and others.
• Implement equity and equity-like incentive plans for employees and independent contractors for corporations and limited liability companies, including stock options, restricted equity, profits interests and transaction bonuses.
• Restructure the ownership of many companies, including a restaurant for the franchisor of a prominent restaurant chain, a specialty food product company, a global internet network company, and a laboratory testing company.
• Biotechnology and nutraceutical company’s spinoff of a majority ownership of its CBD/THC business while maintaining exclusive manufacturing and supply rights over the CBD/THC business.
• Convert companies from S-corporations to a limited liability companies so that the companies could issue membership interests to investors and profit interests to employees.
• Move company business divisions into subsidiaries to position those business divisions for sale.
• Convert a Nevada insurance company from a mutual to a stock insurance company.
• Advise a major U.S. automobile manufacturer in connection with its reorganization of its U.S. and global operations.

Governance and Operations.  I have advised companies on their internal governance and operations, including:

• Develop and implement the corporate governance structure for many start-up and early-stage corporations and limited liability companies.
• Advise on, structure and prepare buy-sell agreements among owners of a company.
• Advise directors of corporations and managers of limited liability companies on their fiduciary duties.
• Advise on and prepare director and officer indemnification agreements.
• Advise the Corporate Monitor of a Fortune 150 pharmaceutical company pursuant to a United States Department of Justice Deferred Prosecution Agreement and a SEC Consent Decree, which entailed overseeing the company’s business units and corporate functions, including the development of the compliance and business risk management functions, and enhancements to the corporate governance structure, disclosure process and FCPA compliance process.
• Analyze shareholder claims of officer and accountant misconduct regarding stock option backdating for a special litigation committee of an information technology company.
• Investigate an assertion by a Nevada insurance company’s Chief Risk Officer that the company materially overstated its reserves.
• Review and evaluate various city policies and procedures for a Southern California city.