Real Estate.
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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.
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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.
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Represented client in renegotiation of lease to avoid $2.4 million breach liability relating to sub leasing of multi-building industrial premises.
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Completed mezzanine level debt financing contract for investors in a commercial real estate development project.
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Creation of real estate investment fund and private placement documents for $10 million capital raise.
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Provided opinion letter to client for $6 million FannieMae/Freddie Mac refinance of investment property.
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Counselled client on commercial lease provisions related to tenant improvement and compliance allocations for long term lease.
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Formation of purchase entity and finance structuring for retail mall purchase.
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Provided opinion letter to client for $14 million Fannie Mae refinancing of multi-building apartment complex.
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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.
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Negotiated the purchase of 290 acre subdivided property in the Santa Cruz mountains.
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Assisted client in $3.9 million refinance of investment property.
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Negotiation of $1.9 million owner-financed sale of commercial property.
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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.
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Managed cross-border reverse take over and public listing at value in excess of C$500m.
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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.
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Completed $5 million California Qualification by Permit (public securities) offering filing for financial services company.
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Due diligence review of Series B convertible debt note for large investment in New York start up clothing company.
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Drafted warrant rights agreement for litigation financing of water rights dispute by local water services company.
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Completion of $5 million Regulation A offering of technology company shares and associated state compliance including state-level qualifications and filings.
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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.
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Completed $4 million California 25102(n) Offering (publicly announced and advertised offering).
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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.
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Coordination of audit with drafting of S-1 (public) stock registration for industry leading chemical testing company.
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Provided counsel to non-profit community benefit organization on the exempt offering and raising of $4 million for purchase of asset.
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Completed private placement documents for $50 million capital raise for consumer lending fund.
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Drafted private placement memorandum and completed successful private equity sales for two $5 million Series A offerings.
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Formation of entity and drafting of securities documents for $100 million equity sales for mortgage and property investment company.
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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.
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Represented seller in merger and subsequent $2 million sale of special event business to competitor.
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Represented buyer in purchase of maritime business including working with multiple attorneys on transfer of licensing, ownership, and payment or assumption of associated debts.
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Managed stock for stock merger of two industry leading chemical testing companies.
Contracts.
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Drafted intellectual property/patent license for heart pacer technology.
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Drafted form international SaaS agreements for medical software provider.
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Drafted consumer Terms of Use and Privacy Policy for startup social networking platform.
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Drafted international limited patent license for manufacturing technology.
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Negotiation of business to business contract with internet search engine company for provision of services.
Corporate. Startups.
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Drafting of stock appreciation rights ("phantom equity plan") for employees of a large digital technology company.
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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.
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Update of employee handbook for small service company.
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Drafting of updated Limited Partnership Agreement for medium sized law firm.
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Formation of management company and limited liability partnership for natural gas technology company.
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Drafted Restricted Stock Option plan for key employee retention for mid-cap technology company.
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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.
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Represented plaintiff in $2.25 million financial elder abuse case related to real property transfer and promissory notes.
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Represented plaintiff in $995,000 insurance coverage dispute relating to loss of income.
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Represented defendant client in $1.3 million business dispute arising from management agreement.
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Represented defendant corporation and officers in $500,000 derivative action based on allegations of fiduciary duty and stock issuance dispute.
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Represented defendant, an automobile manufacturing and customization business, in putative class action lawsuit based on allegations of breach of warranty and regulatory violations.
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Represented client in business purchase dispute arising from accounting fraud and non-competition violations.
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Represented defendant in $584,000 retail lease termination dispute.
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Represented plaintiff in breach of contract and defamation suit related to internet statements about company and owner.
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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.
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Represented plaintiff in idea theft case against large corporation and subsidiary entity relating to retail marketing app.