2013-2015 Transaction Summary

M&A

  1. Represented a buyer group for the purchase of a family insurance brokerage business, including forming a corporation, negotiating an Asset Purchase Agreement, due diligence, seller take back financing and a lease.
  2. Represented an individual purchasing an accounting and tax preparation business. Services included – negotiating an LOI leading to an Asset Purchase Agreement,  forming a professional corporation, borrower side of bank financing, due diligence and closing.
  3. Negotiated and drafted an Asset Purchase Agreement based on pre-existing binding letter of intent for a technical instructional services business. Then the seller expressed intent to terminate the transaction.  Buyer filed a lawsuit seeking among other items specific enforcement of the sale.  I helped the Seller negotiate a termination of the transaction and settlement with the Buyer.

Licensing and Technology

  1. Technology Purchase Agreements – representing both buyers and sellers in the sale of technology for manufacturing equipment and processes
  2. Biotechnology – complex in-licensing and out licensing both on a non-exclusive and excusive (field of use) basis
  3. Manufacturing and Technology – Licensing out of proprietary equipment technology and design for commercial use
  4. Software licenses
  5. Complex Non-Disclosure Agreements, including one-way NDAs and addressing IP issues

Contracts and Leases

  1. Negotiation of office lease in multitenant office park setting
  2. Preparing a suite of customer facing form contracts for (i) IT services company,  (ii) consulting company and (iii) headhunter services company
  3. Construction contracts for public companies building additional facilities ranging from retail use to manufacturing facilities and process plants

Employment Issues

  1. Advising a technology services company regarding employment termination and enforcement of non-solicitation and non-competition agreements
  2. Advising executives regarding their separation and negotiating severance agreements

Borrower Representation

  1. Representation of security services company in refinance of a $4 million credit facility, including asset based term loan and revolving line of credit secured by corporate assets,  real estate, assignment of leases, stock pledge, zoning opinions, etc.

Services to Business Owners

  1. Provide business owners with advice regarding the valuation, division, transfer methods and negotiation of business interests in the context of separation and divorce
  2. Negotiate for and represent retiring partner/shareholder in professional corporation regarding efficient tax structure for stock redemption, continuing employment agreement and lease of real estate

Services to In-house Counsel Departments

  1. Publicly traded technology based capital equipment supplier – complex 2 way and 1 way NDAs; lease negotiation and drafting; manufacturing and supply agreements; vendor agreements; construction contracts; intellectual property analysis and advice; joint development agreements; royalty agreements
  2. Publicly traded retail and services company – construction contracts, multi-location lease analysis for potential wholesale modification, master services agreements, cell tower leases
  3. Privately held international bio-technology company – advise on licenses out from university research team, non-exclusive license out of proprietary enzymes for field of use, advise on transfer of proprietary database, advise on economic and business terms for structuring out licensing, advice on European Union exclusivity issues, IT services contract negotiation, cloud hosting contract negotiation

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