REal estate

FINANCE, Securities, Investment, and M&A

CONtracts

CORPORATE STARTUP

Litigation & Settlement Support Services

 

Real Estate. 

 

  • Negotiated lease of five building California resort complex including transfer of liquor license, assumption of liabilities, guarantee of obligations, and purchase option with lease credits for lessees. 

 

  • Created development entity operating agreement and servicing agreement for a successful 27 home development in San Diego with property contributed as equity and multi-level financing, including mezzanine level financing. 

  • Represented client in renegotiation of lease to avoid $2.4 million breach liability relating to sub leasing of multi-building industrial premises. 

  • Completed mezzanine level debt financing contract for investors in a commercial real estate development project. 

  • Creation of real estate investment fund and private placement documents for $10 million capital raise. 

  • Provided opinion letter to client for $6 million FannieMae/Freddie Mac refinance of investment property. 

  • Counselled client on commercial lease provisions related to tenant  improvement and compliance allocations for long term lease. 

  • Formation of purchase entity and finance structuring for retail mall purchase. 

  • Provided opinion letter to client for $14 million Fannie Mae refinancing of multi-building apartment complex.

  • Represented non-profit client in negotiation of owner-financed real property purchase for a multi-tenant building for $1,275,000, including owner financing provisions. 

  • Negotiated the purchase of 290 acre subdivided property in the Santa Cruz mountains. 

  • Assisted client in $3.9 million refinance of investment property. 

  • Negotiation of $1.9 million owner-financed sale of commercial property. 

  • Represented client lessee in renegotiation of $1.5 million commercial lease agreement. 

  • Counselled client on financing options for purchase and refurbishment of Las Vegas hotel complex. 

  • Provided opinion letter for partially secured $11.1 million refinancing of multi building apartment complex. 

  • Multi-step property exchanges and sales within family for transfer of $2.2 million in residential real property. 

Finance. Securities. Investment. M&A.

  • Managed ​cross-border reverse take over and public listing at value in excess of C$500m. 

  • Negotiated and drafted a joint venture operating agreement for the transfer, management and servicing of a $14 million mortgage portfolio including a complex profit calculation and distribution provisions.

  • Completed $5 million California Qualification by Permit (public securities) offering filing for financial services company. 

  • Due diligence review of Series B convertible debt note for large investment in New York start up clothing company.

  • Drafted warrant rights agreement for litigation financing of water rights dispute by local water services company. 

 

  • Completion of $5 million Regulation A offering of technology company shares and associated state compliance including state-level qualifications and filings. 

 

  • Drafted and negotiated $7 million international joint venture agreement for creation and operation of manufacturing facility including limited license of technology to joint venture entity. 

  • Completed $4 million California 25102(n) Offering (publicly announced and advertised offering).

  • Completed the federal exempt offering filings for a $50 million equity infusion into a loan origination fund with yearly origination of approximately $45 million and $1.7 million profit per year.

  • Coordination of audit with drafting of S-1 (public) stock registration for industry leading chemical testing company.

  • Provided counsel to non-profit community benefit organization on the exempt offering and raising of $4 million for purchase of asset. 

  • Completed private placement documents for $50 million capital raise for consumer lending fund. 

  • Drafted private placement memorandum and completed successful private equity sales for two $5 million Series A offerings. 

  • Formation of entity and drafting of securities documents for $100 million equity sales for mortgage and property investment company. ​

  • Represented mid-cap technology company in public acquisition for >$50 million, including negotiation and drafting of merger agreement with purchaser and investment banking firm, drafting and negotiation of $6 million earnout provisions and accounting principles, and associated employee non-competition agreements. 

  • Represented seller in merger and subsequent $2 million sale of special event business to competitor. 

  • Represented buyer in purchase of maritime business including working with multiple attorneys on transfer of licensing, ownership, and payment or assumption of associated debts.

  • Managed stock for stock merger of two industry leading chemical testing companies. 

Contracts. 

  • Drafted intellectual property/patent license for heart pacer technology.

  • Drafted form international SaaS agreements for medical software provider. 

  • Drafted consumer Terms of Use and Privacy Policy for startup social networking platform. 

  • Drafted international limited patent license for manufacturing technology. 

  • Negotiation of business to business contract with internet search engine company for provision of services. 

Corporate. Startups.

 

  • Drafting of stock appreciation rights ("phantom equity plan") for employees of a large digital technology company.

  • Formation of corporation, founder's agreements and equity structuring, transfer of property and license transfer for pharmaceutical startup seeking FDA approval on novel drug therapy. 

  • Update of employee handbook for small service company. 

  • Drafting of updated Limited Partnership Agreement for medium sized law firm. 

  • Formation of management company and limited liability partnership for natural gas technology company. 

  • Drafted Restricted Stock Option plan for key employee retention for mid-cap technology company. 

  • Formation of Investment Company Act of 1940 exempt limited liability partnership (Hedge Fund) for commodities trading activities. Drafting of CPO exempt sales documents and contracts. 

Litigation & Settlement Support Services.

  • Represented plaintiff in $2.25 million financial elder abuse case related to real property transfer and promissory notes. 

 

  • Represented plaintiff in $995,000 insurance coverage dispute relating to loss of income. 

  • Represented defendant client in $1.3 million business dispute arising from management agreement. 

  • Represented defendant corporation and officers in $500,000 derivative action based on allegations of fiduciary duty and stock issuance dispute.

  • Represented defendant, an automobile manufacturing and customization business, in putative class action lawsuit based on allegations of breach of warranty and regulatory violations. 

  • Represented client in business purchase dispute arising from accounting fraud and non-competition violations.

  • Represented defendant in $584,000 retail lease termination dispute. 

  • Represented plaintiff in breach of contract and defamation suit related to internet statements about company and owner. 

  • Represented commercial property owner in dispute with firm arising from structural modifications to downtown San Francisco building for the attachment of a green/living wall. 

  • Represented plaintiff in idea theft case against large corporation and subsidiary entity relating to retail marketing app.