Steven A. O'Rourke, J.D.

Ongoing Events

On a monthly basis, I represent clients in chosing entity types, setup, board seat rights, voting agreements, rights of first refusal, preferred stock, well-constructed bylaws, operating agreements custom-designed for the latest LLC Act provisions, membership rights, manager rights and liability, intellectual property, government regulations, employee contracts, and reviewing company records in preparation for PPMs, due diligence and negotiations with buyers.

2018 New Industry, New Powerhouse

As sole corporate/LLC counsel, I was called in at the first handshake to design and create corporations, LLCs and to immediately create full legal structures for growth by acquisitions. I've created and closed acquisitions of four targets and am working on more.  Private Placement Memorandum to raise capital with Federal and State exemptions. Valuation now in the 100s of millions.  Much custom work and strategic consultation -

details confidential. 

Fun and rewarding. More to come.

2017 New Launch

"Celebrities Squared Inc."

Sole Corporate Counsel. Incorporation in Delaware, CA Qualification, 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 acquire 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. Acquistion successful.

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 and distributed funds 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 Asset Purchase Agreement 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 $25 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.

Steve@CalCorpLaw.com

 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.