Below are representative transactions of the Firm in the areas of Mergers & Acquisitions, General Counsel, Startups and Securities Laws.
In Febraury 2018, the firm represented the seller of one-half of a costume jewelry distributor in a buyout transaction. Unique aspects included dealing with a family trust as part of the transaction where the family accountant handled many aspects of the trust, non-interference provisions, installment payments and crafting an orderly transition as one family member was selling to another.
In June 2017, the firm represented a buyer purchasing the assets of a California family-owned business for $2.5 million. Unique aspects included California non-competition provisions, use of deferred compensation to achieve tax goals, coordination with buyer’s bank and seller’s landlord as well as drafting a deal-specific occupancy agreement to satisfy buyer, seller and landlord.
In January 2017, the Firm represented a buyer purchasing the assets of a Colorado family-owned business, totaling of $14 million. Unique aspects included equity roll of purchase price by seller parties, additional negotiation with respect to new senior lender involved in the transaction and subordination of purchase price installment payments.
In June 2016, the Firm represented the day-to-day managing member of a limited liability company purchasing a Hawaii based queen bee production business with a value of $6 million. Unique aspects included structuring of a capital and profits interest between the two owners (one provided the funding and the other the day-to-day management) who were both managers, crafting a delicate management section and veto rights for particular actions and drafting a deadlock provision with differing rights based upon when funding was fully repaid. The Firm negotiated against Paul, Weiss, Rifkind, Wharton & Garrison LLP, who represented the member providing the funding.
During 2017 and 2018, the Firm acted as general counsel for a company owning a building in Manhattan. The firm helped the company change its officers, replace its existing managers, communicate with tenants, negotiate the transition of authority to the new manager as well as change those in control of the bank account, all in an environment where the parties were not trusting one another.
Throughout 2018, the Firm continued to act as counsel to various companies, aiding with their formation, reviewing commercial leases, working on evaluating contracts with respect to customers, suppliers, distribution and other agreements. The firm counseled clients on basic issues regarding intellectual property, employees, confidentiality, real estate and others.
In May 2018, the Firm advised a wholesale costume jewelry and accessory startup on all aspects of its establishment including entity formation and selection, drafting employment, consulting and service contracts and negotiating a seven-year office lease, and negotiating and closing a 4 year exclusive licensing agreement with an industry leading clothing brand.
Advised private investors regarding SAFEs, incentive stock options, restricted stock, voting agreements and board issues.
Worked on a private placement for a company purchasing real estate near the High Line of New York City.
Advised a clean tech company on convertible subordinated notes.