Experience

Sweeping Victory in Dispute, Arbitration Involving $500 Million Fee for Hong Kong Insurance Company After Failed Acquisition

Successfully represented one of the largest insurance companies in China in a dispute with a large American insurance company related a $500 million break-up fee after a failed acquisition. A five-day Hong Kong arbitration resulted in a sweeping victory on all counts allowing the client to retain the $500 million fee.

Defense Counsel for Mobile Advertising Platform Developer and Directors in Delaware Chancery Court

Served as defense counsel for a mobile advertising platform developer and its former directors in a Delaware Chancery Court action alleging breach of fiduciary duty and disclosure violations arising out of an M&A transaction.

Acquisition of Online Apparel Ecommerce Business, Related IP Assets

Represented an investment firm client in the acquisition at auction of an online specialty retailer’s ecommerce business and related intellectual property assets, including trademarks and domain names, as well as merchandise and other assets. Transaction included negotiating asset purchase agreement, participating in bankruptcy negotiations, review of IP contracts, negotiating of loan document, conducting diligence of IP, as well as transition agreement for continued operation of ecommerce websites and onboarding of IP portfolio.

$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.

Evaluations of Large Tech, Patent Portfolios for Valuation and Market Potential

Evaluated large technology and patent portfolios consisting of thousands of assets, for valuation and total addressable market (TAM) potential to identify assets for investment, license and/or sale. Identified market participants and developed licensing programs to maximize client ROI. Negotiated resulting agreements and licenses.

Cross-Border Sale of Tech-Enabled Enterprise Sales Training Company

Served as legal counsel to a U.S.-based private equity firm in its sale to a European investor of a tech-enabled enterprise sales training company, which provided services to companies ranking within Forbes top 35 Global companies.

Acquisition of Transportation Services Company

Counsel to buyer in the acquisition of a transportation services company in a carve-out transaction. The transaction achieved the client's goals of expanding to several key locations in the Minneapolis-St. Paul metropolitan area and establishing key strategic partnerships with regional customers.

Acquisition of Digital Giving Platform

Represented an information management and payment services client in the acquisition of a digital charitable giving platform, which allows users to make donations to faith-based and nonprofit organizations through multiple channels including a mobile app, donation by text, and at kiosks.

$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.

Multimillion-Dollar Sale of Family Pharmacy

Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy. The buyer's tax structure required us to complete a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.

International Divestiture for Diversified Private Client

Represented diversified private company in a multimillion-dollar divestiture of its travel gear distribution business. This transaction involved lengthy negotiations with an overseas buyer and allowed our client to achieve its goal of exiting the travel gear business to further focus on its unrelated core business.

$95 Million Sale of Health Care Financing Company

Counsel to seller for the sale of health care financing company with an enterprise value of approximately $95 million. Sale was to a private-equity backed purchaser and involved a post-closing transition period for state licensing issues.

Acquisition of Beer Distribution Business

Represented St. Louis regional beer distributor in the purchase of a distributing company serving southeastern Missouri. The acquisition adds to the client’s annual distribution volume and expands its market share in the region.

Acquisition and Financing for Testing and Inspection Client

Represented client in its acquisition of the elevator inspection portfolio of a Colorado-based company and handled financing for the transaction, which involved the client exchanging equity with the seller and entering into a long-term joint venture. The acquisition expands the client’s market to other states including Colorado, Arizona and Louisiana.

$14 Million Purchase of Car Rental Company

Represented client in acquisition of a family-owned car rental company with nine locations, expanding the client's presence in the Milwaukee, Wisconsin market. 

$25 Million Sale of OTC Pharmaceutical Manufacturing Assets

Represented large, privately held client in $25 million asset sale of over-the-counter pharmaceutical manufacturing business and supplier to major nutraceutical, pharmaceutical and food brands.

$83 Million Equity Purchase for Manufacturing Client

Represented manufacturer in $83 million equity purchase of hydraulic lift component manufacturing company.

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.

Developed, Executed Patent Filing Strategy Central to Multimillion-Dollar Acquisition for Client

Developed and executed patent filing strategy resulting in patent family that was central to multimillion-dollar acquisition by large, publicly traded fluidics systems and specialty engineered products company.

IP Due Diligence in Business Acquisitions

Led the IP due diligence team in the successful acquisition of at least six animal care products businesses, resulting in the addition of hundreds of trademarks, patents, copyrights and domain names to the client's IP portfolio.

Local Counsel on Multibillion-Dollar Merger

Acted as local counsel on multibillion-dollar merger of two publicly traded international organizations.

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.

Successfully Defended Packaging Company in Breach of Contract Case Following Acquisition

Successfully defended a packaging company against the alleged breach of a supply agreement entered into following the acquisition of a plastics manufacturing business from the plaintiff. Following the sale, the plaintiff continued to sell a specialty product, which would be manufactured by our client, and sought return of certain equipment used for its production. The suit was filed in state court in North Carolina, removed to federal court in North Carolina, then further transferred to U.S. District Court for the Eastern District of Missouri. Our client filed counterclaims and third-party claims for fraud in connection with the supply agreement. Our client filed a separate action for fraud in connection with the sale of the plastics manufacturing business against the plaintiff and its principals in U.S. District Court for the District of Delaware. All claims were resolved after mediation for a nominal payment and non-monetary terms.

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Boston, MA
225 Franklin Street
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Boston, MA 02110
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Denver, CO
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Suite 800
Denver, CO 80237
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Edwardsville, IL
115 N. Second St.
Edwardsville, IL 62025
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Jefferson City, MO 65109
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Kansas City, MO
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Kansas City, MO 64108
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Las Vegas, NV
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Las Vegas, NV 89169
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New York, NY
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New York, NY 10022
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Philadelphia, PA
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Philadelphia, PA 19103
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Princeton, NJ
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Princeton, NJ 08540
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Salt Lake City, UT
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Salt Lake City, UT 84111
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7700 Forsyth Blvd.
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Wilmington, DE
300 Delaware Avenue
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Wilmington, DE 19801
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