Entity formation and startup (corp, LLC, etc)
Represented founders of company to structure and form new business operations, including negotiation of LLC agreement terms among founders.
Represented national retail business in formation of special purpose entities in each U.S. state to house local operations.
Commercial contracts (distribution, supply, manufacturing, consulting, etc)
Represented national telecom company with respect to a myriad of software, technology and content licensing transactions.
Represented financial services company in negotiating its service agreements with its customers and related vendor, reseller and licensing agreements.
Represented cosmetics company in all manner of contracts relating to its international business activities, including distribution arrangements, formula development and testing agreements, international vendor contracts, etc.
Mergers & acquisitions
Represented seller in the sale of manufacturing firm to international publicly-traded corporation.
Represented purchaser in the acquisition of product lines and related assets from publicly-traded technology and software company.
Represented seller in the sale of a music industry firm to international media company.
Represented to form a joint venture manufacturing operation located in Mexico and negotiated related supply and services agreements for joint venture members.
Represented health benefits company to form a collaborative arrangement with second company to jointly market and offer products to national customers.
Private equity financing and investing
Represented company in friends and family offering of common stock, involving both accredited and non-accredited investors in several states and foreign countries.
Represented individual investor in making a secured, convertible loan to a printing company, with related negotiation and review of company’s LLC agreement, note and security interest agreement on behalf of the investor.
Represented private biotechnology company in seeking "Series A" venture capital funding.
Represented corporation in cleaning up corporate records, corporate governance best practices and procedures for board and shareholder meetings going forward.
Represented real estate escrow company with multi-state licensing matters and licensing compliance matters.
IP & Technology licensing and transactions
Represented software developer in structuring and drafting various licensing arrangements and contracts for distribution of its software to various distributors and customers.
Represented magazine publisher in negotiating private label publishing agreements with various customers.
Represent newly formed eyeglasses company in negotiating celebrity endorsement contract and trademark license for eyeglass line.
Fund formation & investments
Represented real estate acquisition fund in connection with the acquisition of property and preparation of a private placement memorandum.
Represent hedge fund start-up in all aspects of fund formation, including drafting of limited partnership agreement, subscription documents and private placement memorandum.
Represent California county pension plan in its private equity and hedge fund investments, including legal diligence, review of fund documents and negotiation of subscription agreements, side letters and other investment documents.
Employment agreements and equity plans
Represented California-based toy company in structuring and drafting long term incentive plan for senior executives.
Represented LA-based private company in drafting and implementing stock option plan for employees and issuing initial round of option grants.
Represent IT industry executive in negotiating employment agreement with new employer.