Advised Technology Company on All Corporate, Commercial Matters
Advised a U.K. technology company, on all corporate and commercial matters, including an equity financing.
Negotiated Favorable Terms in Partnership Buyout
Represented part-owner of veteran-owned business in a dispute with his partner. Within months of beginning representation of the client, negotiated favorable terms in favor of client allowing him to purchase his partner’s share in the company. In doing so, brought years of litigation that had effectively paralyzed the business to an end.
Procured Significant Payment in Cross-Border Dispute
Procured a significant payment for client in a complex cross-border procurement dispute involving “pre-pack” insolvency, retention of title and “battle of the forms” issues.
Advising on Acquisition of Large Kazakh Gold Mining Company
Acted for global international mining company on its proposed acquisition of large Kazakh gold mining company.
Acted on Sale of Subsidiary of Large Mobile Operator in Azerbaijan
Acted for a large European mobile operator on the sale of its subsidiary in Azerbaijan.
Acted for Kazakh Oil Services Company on Two JV Projects in Oil Services Sector
Acted for leading Kazakh oil services company on two joint venture projects with its international partners in the oil services sector.
Acted for Large U.S. Food Chain on Opening via Franchising in Kazakhstan and Uzbekistan
Acted on various legal issues for large U.S. food chain on its opening via franchising in Kazakhstan and Uzbekistan.
Provided Counsel to French Multinational Oil and Gas Company on Contract Automation
Provided counsel to French multinational integrated oil and gas company on its plans to automate its distribution and retail contract negotiation using computer-generated contract provisions and negotiation by use of a comprehensive “play-book.”
Advised Petroleum Company on Restructuring
Advised an Australian petroleum company with interests in Indonesia on the restructuring of its company constitutive documents and shareholder agreements to facilitate complex changes in its shareholding structure.
Advised Indonesian National Oil and Gas Company on $5 Billion Investment
Advised Indonesia’s national oil and natural gas company on $5 billion planned investment into giant producing onshore Iranian oil fields. Provided counsel on international law, financing, human resource issues, staff transfers, supply obligations and licensing issues. Days away from signing the highly complex project documentation against a backdrop of very challenging politics, the reimposition of U.S. sanctions made the project impossible.
$55 Million Sale of Advertising Company
$55 million sale of advertising company to public company. The asset sale transaction involved the sale of rights in over 400 locations in four states, the transfer of over 1,000 advertising contracts, and the sale of two commercial buildings. The team helped the client navigate various corporate governance issues and achieve its goal of selling the business.
Nevada Supreme Court Affirms Ruling in Favor of Publicly Traded Client
Prevailed in corporate litigation appeal before the Nevada Supreme Court. Shareholders invoked the "substantial benefit" doctrine and demanded that our client, a publicly traded corporation, pay $250,000 in attorney's fees because the corporation took corrective action in response to the Shareholders' demand letter. The Shareholders, however, never filed suit on the corrective action. The Nevada Supreme Court held that the substantial benefit doctrine in Nevada (analogously called the "corporate benefit doctrine" in Delaware) requires predicate litigation before shareholders can recover attorney's fees. This was a case of first impression for a state supreme court and implicates shareholder litigation across the nation.
Assignment of Interests in Limited Partnerships Owning 500+ Tennessee Apartment Units
Assisted multiple general partner entities with the assignment of their interests in approximately 20 limited partnerships that own 500+ multifamily apartments units located in the State of Tennessee. The assignments included seeking approval and consent to the transfers from approximately 100 limited partners.
$30 Million Private Offering and Controlling Interest Acquisition in Franchisor
Represented a group of investors in a $30 million private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.
New York City Hudson Yards Joint Venture
Served as counsel on a joint venture to develop New York City’s Hudson Yards, the largest private real estate development in the history of the United States.
Representation of Energy Industry Owner and Operator in Breach of Contract Case
Represented gas-turbine power generation owner and operator in claims against general contractor for breach of contract for failure to meet gas supply obligations, plant efficiency and output requirements.
$30 Million Private Equity Financing and Formation of Specialty Brokerage
Advised a national independent enterprise risk management agency on completion of $30 million in private equity financing. In connection with the financing, advised client on formation and capitalization of a specialty brokerage and investment banking platform offering insurance solutions to public and private companies and private equity sponsors.
Representation of Multinationals in Various Cross-Border, Transactional Issues
Represented multinationals in various cross-border issues, including complex commercial transactions in sales contracts, bailments, consignments, and various secured transactions in both supply chain issues and distribution contracts.
Counsel to Private Equity Fund in $20 Million Equity Acquisition
Acted as counsel to a private equity fund in its $20 million equity acquisition of a company serving various large industrial and aerospace customers. The transaction involved a complicated pre-closing tax-free reorganization, donation of a minority interest in the target company to a donor-advised fund, international distribution issues, and a representations and warranties insurance policy. Helped client achieve its goal of closing and deploying allocated capital at year-end on an expedited basis.
$35 Million+ Strategic Fulfillment/Transportation Contract
Served as outside counsel responsible for $35 million+ long-term strategic fulfillment/transportation contract for international retailer.
Acquisition of Franchise Restaurants
Represented a private investment firm in its acquisition of franchise restaurant outlets across multiples states. Handled the acquisition agreement and other operative documents, due diligence, franchise documentation and licensing.
Assignment of Interests in Limited Partnerships Owning 700+ Kansas Apartment Units
Assisted multiple general partner entities with the assignment of their interests in 38 limited partnerships that own approximately 700 multifamily apartment units located in the State of Kansas. The assignments included seeking approval and consent to the transfers from approximately 100 limited partners, the Kansas Housing Resources Corporation, the U.S. Department of Housing and Urban Development, and the U.S. Department of Agriculture - Rural Development.
Series B Offering for Retail Food Client
Assisted retail food manufacturer in its Series B offering, raising more than $3 million. Company was able to fund its continued development.
Representation of Joint Venture Partners in Deepwater Horizon Spill
Served as the technical lead attorney representing the Macondo well leasehold joint venture partners in defense of claims and numerous government investigations stemming from the accident onboard the Deepwater Horizon and resulting hydrocarbon release into the Gulf of Mexico.
Data Privacy Compliance for Multinational Manufacturer
Represented multinational manufacturer in undertaking compliance with GDPR, including update of privacy policies, negotiation of data privacy addenda, and development of an international data transfer mechanism.
Commercial Program and Events Counsel for the London Marathon
Advised the London Marathon on all aspects of their commercial program and all related events, including sponsorship and supplier agreements.
Favorable Settlement in Long-Running High Court Case Involving Shareholder Dispute
Represented the minority shareholder of a sports and media consultancy in a Section 994 claim against a total of nine individual and corporate respondents, and in an application for injunction to prevent the individual respondents from using company money to pay their legal costs in defence of the petition. The High Court granted the injunction, citing the well-recognised principle that a company’s money should not be spent on disputes between shareholders. The respondents’ defence strategy included counterclaims and claims in Germany, but ultimately they settled.
Bolt-On Acquisition for Private Equity Firm
Represented a private equity firm in its acquisition of a bolt-on mechanical and structural field service/maintenance company, offering major refractory, insulation, boiler and repair capabilities throughout Louisiana and Texas.
Licensing, Lien Waiver and Contract Assistance for National Community of Retirement Facilities
On behalf of a Denver-based leading developer, owner and operator of retirement, assisted living and memory care communities across the United States, assisted in business licensing, drafting lien waivers and reviewing employment requirements for assisted living facilities, and drafted business contracts.
Diverse Representation of Domestic and International Franchisors
Represented domestic and international franchisors in various industries including food and beverage, health care, fitness, education and real estate.
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