I work with entrepreneurs to maximize the return on their sweat equity and investors to increase their capital returns. My typical clients are inventors, programmers, small business owners, freelancers and product and service companies with less than 100 employees.
REPRESENTATIVE M & A MATTERS
Share Acquisition. Represented a Texas technology services corporation, with over 200 full-time employees specializing in providing end-to-end data and advanced analytics services, in selling the entire issued share capital to a publicly traded English company for a maximum total consideration payable of US$40,000,000. Managed due diligence, conducted legal review, and supervised integration of relevant documents to ensure the successful completion of the acquisition.
Asset Acquisition. Represented a California corporation in acquiring assets of an English venture where client was the majority owner of a private company limited by shares formed in England and Wales to combine assets and services for a European subsidiary. Managed due diligence; handled drafting and closing duties related to the shareholders’ agreement, asset purchase agreement, and employment agreement for managing director. Directed local counsel in England with formation of corporate entity.
Merger of Privately Held Corporations. Represented disappearing California corporation in a tax-free merger with the surviving California corporation. Negotiated and drafted the plan of reorganization, capital structure, asset transfer provisions, revised articles and bylaws, shareholders’ agreement, buy-sell agreement, employment and consulting agreements, consents and related documents.
Complex Merger. Represented disappearing Delaware subsidiary of an Indian private limited company in a tax-free merger with newly formed Arizona and Virginia subsidiaries of a venture-backed Delaware corporation. Transaction involved multiple parties and consideration of cash, notes, preferred and common stock with a put option for future revenue held in a newly formed Delaware trust.
Sale of Assets. Represented selling Colorado limited liability company with strategic acquisition of assets by Delaware and Nevada subsidiaries of publicly-traded Delaware corporation. Performed due diligence and negotiated and drafted asset purchase agreement, disclosures, intellectual property and lease assignments, founder’s continuing employment agreement, consents and earnout structure.
Sale of Assets. Represented selling California corporation for strategic acquisition of assets by a newly formed limited liability company and subsidiary of buying Delaware corporation. Transaction involved conversion of Texas corporation to California corporation, structuring post-closing sales participation formula, obtaining shareholder intellectual property assignments and releases, and negotiation of promissory note forbearance agreement and guarantee.
Sale of Assets. Represented selling Texas corporation for strategic acquisition of assets by newly formed Virginia corporation and subsidiary of buying Virginia corporation. Performed due diligence and negotiated and drafted asset purchase agreement, articles of amendment, intellectual property assignments, employment agreement, bill of sale and buyer's guarantee.
Joint Venture. Represented a California corporation in a joint venture with a Maryland corporation where client was the majority owner of a Delaware LLC formed to combine assets and services for an East-coast subsidiary. Transaction included performance goals for a trigger of an automatic asset acquisition of the Maryland corporation. Managed due diligence, handled drafting and closing duties related to the joint venture agreement, formation of the LLC, asset purchase agreement, shareholder consents and employment agreements.
Private Placement of Stock. Represented a California corporation in structuring an offering to raise working capital. Private investor purchased common stock with cash and an installment note secured by a pledge of collateral on the stock and term life insurance policy.
Private Placement of Stock. Represented a privately held California corporation in capital financing structure and issuance of First, Second and Third rounds of funding. Managed due diligence and drafted and negotiated private placement memoranda, securities purchase agreements, note purchase agreement and associated closings. Complex transactions included numerous foreign investors.
Private Placement of Stock. Represented a California corporation in negotiations and due diligence for strategic investment in California corporation’s Series A round as sole investor and in Series A1 round in pool of investors led by a leading California angel group. Responsible for negotiating terms of founder’s stock restriction and employment agreements, management agreement, revised articles and shareholders’ agreement, incentive option plan, warrants and director indemnification agreement.
Founder’s Stock Redemption. Represented California corporation in redemption of co-founder’s equity with a non-compete covenant and mutual release.
Buyout of Founder’s Stock. Represented a Texas corporation in the buyout of majority co-founder’s equity by minority co-founder.