A Private Corporate Practice
- Referral Preferred -
39 Years of Excellence
New York, Hong Kong & Los Angeles
On a monthly basis, I represent clients in chosing entity forms, setup, operating agreements custom-designed for the latest LLC Act provisions, membership rights, manager rights and liability, intellectual property, government regulations, employee contracts, and reviwewing company records in preparation for due diligence and negotiations with buyers.
Sole Corporate Counsel. Incorporation in Delaware, CA Quailfication, Private Placement Memorandum to raise capital with Federal and State exemptions, Bylaws, Voting Agreement, Right of First Refusal and Co-Sale, Indeminity Agreements, Convertible Notes, NDAs, IP Transfers, Trademark, Contractor Agreements, Charity Agreements, Celebrity Agreements, Board Elections, Board Mintutes, Shareholder Meetings.
2017 Private Aquisition / Joint Venture
Sole Corporate Counsel. Created a CA LLC for a foreign national to aquire one half interest in a successful CA LLC in the travel industry. Used the latest concepts in CA LLC law and practice to provide Articles and an Operating Agreement better than possible in the past. Now in closing phase.
2016 Corporate Asset Aquisition
Sole Corporate Counsel. Created a Delaware C corporation, owned by Californians and non-Californians, to acquire and operate a transportaton/distribution business in the Eastern U.S. I worked with my agents in the other state to establish all state registrations,filings and licanses. Escrowed over a quarter million dollars and distributed iunds in closing.
November 2013-2018 Liquidity Event
$2X,000,000+ Private Business Sale
Sole Corporate Counsel. Sale of assets of a private tech company, including patents, to a Fortune 100 company. The terms are confidential but the client LLC is quite happy with the cash received and the multi-year earnout stream. I advised and negotiated all aspects of the seller LLC setup, the sale terms and various ancillary documents (IP transfer, employment, NDA, holdbacks, indemnity, etc). $2X,000,000+ potential earnout.
April 2012 Liquidity Event
Client Corporation Sold Debt & Preferred Shares for $XX,000,000
Sole Corporate Counsel. The terms are confidential but the client is quite happy with the cash received and his retention of a substantial portion of the stock so he will get another payout later. Smart planning, smart execution.
If your company is valued at over $15 million and you want to get cash out through sale of majority shares and debt, I can review your corporate records to determine what options you have, and can often amend your records to give you more options. Email me and let's talk.
Piercing the Corporate Veil In California
My latest MCLE lecture to litigators and other attorneys at the Wilshire Bar Association meeting was a lively exchange and enlightening all around.
"Alter Ego" law in California is much more complex than in most other jurisdictions. Litigators can better serve clients, in quality and efficiency, by engaging my services to quickly review and map strategy for cases in which affiliates and owners may be liable.
Trusted advisor to Litigators, Private Businesses, CEOs & Directors.
Sales of Corporations, LLCs, Startups, Joint Ventures, Licensing, PPMs, Mergers, Private Investment, Exit Strategy & Prep, Secured Payout or Earnout, Executive Compensation, Convertible Notes, Preferred Stock, Due Diligence, Director and Officer Protection and Indemnity, Shareholder Agreements, Employee Incentive Plans, Buy-Sells, NDAs, Shareholder Meetings and Litigation Strategies...
Chase Manhattan Building
For a major bank client, Steve helped redesign all letter of credit structures and agreements, worked on internationally- syndicated revolving credits, international tax planning, multi-state litigation and analysis of international arbitration regimes.
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