Experience

Drafted Form Payments Agreements for a Professional Services Company

Drafted form payments agreements for the development of a post-closing payments services offering for a professional services company.

Diligence Reviews and Data Privacy Negotiations

Led diligence and deal negotiation on relevant provisions in corporate acquisitions, corporate venture, and private equity clients with respect to the privacy and security posture of target firms.

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.

Advised Technology Company on All Corporate, Commercial Matters

Advised a U.K. technology company, on all corporate and commercial matters, including an equity financing.

$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.

Multimillion-Dollar Private Offering and Controlling Interest Acquisition in Franchisor

Represented a group of investors in a multimillion-dollar 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.

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.

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.

Represented Private Equity Firm in Strategic Purchases

Represent private equity firms in their strategic purchases of businesses that complement their portfolio.

$35 Million Recapitalization with Private Equity Sponsor Funding

Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.

Cable Company Internal Reorganization

Planned and executed the post-merger reorganization strategy for a major cable provider to simplify its legal structure across its footprint. Drafted corporate resolutions, reorganization agreements and other intercompany agreements needed for internal transactions.

$1.6 Billion Debt Refinancing

Represented client, a supplier of goods and services to state and federal governments, in connection with a $1.6 billion debt refinancing.

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.