Experience

$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.

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.

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.

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.

Representation of Design Joint Venture in $4 Billion LaGuardia Redevelopment

Represented the design joint venture in defense of claims from the $4 billion redevelopment of LaGuardia Airport Central Terminal B in New York City, the largest public-private partnership (P3) undertaken in 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.

$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.

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.

$34 Million Company Asset Sale

Represented a client in the $34 million sale of client assets and related companies. This was a multi-state transaction of the largest producer and distributor of rubber mulch in the United States.

$35 Million+ Strategic Fulfillment/Transportation Contract

Served as outside counsel responsible for $35 million+ long-term strategic fulfillment/transportation contract for international retailer.

$400 Million Recapitalization

Represented client in a recapitalization transaction. The matter included the client's holding company and all of its affiliates.

Acquisition of 143-Bed Hospital

Represented client in acquisition of 143-bed hospital in St. Louis, Missouri. The representation included issues related to regulatory compliance, licensure, real estate, ongoing corporate governance, tax, employment law and integration of medical staffs.

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.

Advised Emerging Fintech Company on Funding and Commercialization of Technology

Advised financial technology emerging company on its Series Seed and Series A venture capital rounds and commercialization of its technology.

Counsel to Global Manufacturer Regarding Tech Contracts

Served as counsel to multibillion-dollar, publicly traded diversified manufacturer regarding its commercial technology contracts.

Counsel to Holding Company in Commercial Contract Relationships

Served as counsel to holding company operating specialty manufacturing companies in commercial contract relationships.

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.

Drafted Sales Promotions for Retail Client's Brands

Drafted and assisted in the successful implementation of various promotions, including social media-based sweepstakes, photo contests, and other advertising campaigns, in an effort to bring more visibility to and consumer interaction with the client's brands.

Formation of Urgent Care Joint Venture

Represented client in the formation of a multi-location urgent care joint venture with one of the nation's fastest-growing urgent care providers. The agreement will expand the client's urgent care network across its existing markets.

Home Health/Hospice Joint Venture

Represented client in the formation of a joint venture with a home health and hospice care provider. As part of the agreement, the client transferred its home hospice business in exchange for an ownership and governance interest in the venture partner. The arrangement involves services in five market areas across Missouri, Arkansas and Kansas.

IP Agreements for Health Client Entering Third-Party Partnerships

Prepared various IP-related agreements including licenses, commercialization and joint development agreements, enabling client to successfully enter into partnerships with third parties.

Multimillion-Dollar Sale of Supplement Retailer

Assisted client with eight-figure sale of supplement retailer that operates through large online platform. Transaction included multimillion-dollar cash purchase price and purchaser stock components for seller.

Outside Counsel for Global Rental Car Business

Served as outside legal counsel to a global leader in the rental car business in connection with technology development, software licensing and telecom services.

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.

$16.5 Million Aircraft Purchase

Represented client in the purchase of a used Gulfstream G550 aircraft for $16.5 million. The aircraft would be maintained and operated under Part 91 of the FAA regulations.

Assisted Application Developer with Capital Formation

Assisted client with capital formation efforts related to launch of software application technology related to online advertising. Representation included equity grants to key employees and negotiations with accelerator program for capital infusion.