Business Transactions

I have represented every kind of company from start-up to liquidation. Several of the companies I formed grew to conduct their business nationally and internationally. Others of my clients came to me as large national and multinational publicly traded companies.

My transactional practice has emphasized corporate and securities transactions including extensive experience in corporate governance, mergers and acquisitions, public and private equity and debt financing, organization and capitalization of startups, proxy fights and other shareholder disputes, and securities law compliance.

I have represented clients in a number of industries including technology development and manufacturing, international and interstate distribution, franchising, retail, and e-commerce, as well as many clients in the healthcare industry.

Representative Engagements
  Outside general counsel to the largest U.S. piano brand retailer.
Outside general counsel to the largest U.S. luxury automobile accessory distributorship.
Outside general counsel to Asian steel manufacturer/distibutor.
Obtained $20 million tax refund for Japanese multinational client.
Saved publicly held corporate client $5 million in federal taxes in brief telephone conversation with its Chief Financial Officer about how to use the client’s net operating loss (NOL). A Big Four accounting firm had advised the client that the NOL was useless.
Lead counsel in the purchase, sale, consolidation, reorganization, restructuring, reincorporation, and merger of scores of public and private companies across many industries.
Drafted proxy statement and related documents and conducted shareholder meeting of public company engaged in vitriolic proxy fight.
Planned and attended a public high tech company’s secret Board of Directors meeting to approve the termination of the company’s president; and then personally delivered the notice of termination to the president.
Planned and closed numerous commercial real estate transactions including purchases and sales, office, industrial and commercial leases, and ground leases.
Represented many foreign-based clients, including clients from China, Japan, South Korea, Mexico, Canada, the United Kingdom, Spain, and Denmark.
Performed all U.S. tax and corporate law planning and drafting for merger of two U.S. subsidiaries of separate Japanese parents. The parents themselves were simultaneously merging in Japan in combined multi-billion dollar transaction.