Business

Business

Mergers and Acquisitions (M&A)                  Disadvantaged Business Entities
Business Succession Planning   Franchising
Business Financings   Joint Ventures
Corporate Governance   Licensing and Permitting
Business Litigation   Nonprofits and Charities
Business Operations   Shareholder Disputes
Business Organizations and Formations    

 

MERGERS AND ACQUISITIONS (M&A)

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Represented foreign financial institution in acquiring a California-based bank on an expedited basis as mandated by FDIC.

Represented shareholders of an U.S.-based multinational energy field service company in the sale for cash of all outstanding stock to a new public company.  Negotiated and drafted the stock sale agreement and related sale documents.  Coordinated due diligence tasks, including compliance with the Foreign Corrupt Practices Act in the company’s foreign operations.

Advised a regional nonprofit corporation in its acquisition by merger of a struggling nonprofit corporation in an adjacent region.

Represented a target corporation in a merger between a large national construction company and a regional specialty construction corporation.

Represented European entity, similar to an LLC, in its acquisition of a technology company in central United States.  Responsible for all aspects of due diligence and negotiating and drafting the relevant purchase agreements.

Represented a U.S.-based international energy corporation in its sale of a minority stock interest to a company organized under the laws of Singapore.  Assisted in negotiating and drafting the stock purchase agreement, convertible debt instruments, registration rights agreement and other related documents.

Counseled and represented a shareholder in a transaction to acquire the majority interest from the other owners of an existing restaurant and bar.

Advised a large international software company in its acquisition of a U.S.-based software corporation.  Negotiated and drafted the asset purchase agreement, assignment and assumption agreements, intellectual property transfer documents, and other related documents.

 

BUSINESS SUCCESSION PLANNING

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride

Counseled and represented local container manufacturer in the sale for cash of all outstanding stock to regional manufacturer.

Counseled and represented regional beer distributor sale of business to large beverage distributor.

Advised and represented shareholders of gaming concern in sale of their stock to remaining shareholders.  Counseled concerning state and municipal licensing approvals needed.  Negotiated and drafted the sale agreement and related security documents.

Represented shareholders of California energy service company in sale of control to designated managers within the company.  Negotiated and drafted sale agreement and related security documents. 

Counseled and represented a shareholder in a transaction to acquire the majority interest from the other owners of an existing restaurant and bar.

Advised multimillion dollar family-owned manufacturing business through ownership transfer to the next generation together with a new financial management team that took minority ownership interest.

Counseled family general partnership in its ongoing ownership of real property, including transition to an LLC and renegotiation of existing mineral lease agreements with a power plant operator.  Advised family regarding the transition of ownership and management to the next generation.

Counseled a large corporation through management succession upon the retirement of Chairman of the Board, including the replacement of an ineffective transition President.

Advised a local corporation which owned and operated a gas station, automobile repair shops and rental properties regarding an ownership transition issues associated with an asset sale and estate plan.

Counseled multimillion dollar manufacturing business in California regarding the transfer on the death of its principal shareholder of the company’s stock to charitable trust, while maintaining preferred stock returns to uninvolved spouse.  Also advised regarding the prospective management transition from the founder to new management team on death of the founder.

Advised family-owned technology company through its transition planning using stock option agreements and eventual management takeover by key employees.

Advised a family run lobbying firm regarding transition planning to key management personnel on the retirement of the main lobbyist.

 

BUSINESS FINANCINGS

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride

Advised a large corporation in securing a multi-million dollar operational line of credit from a major national bank.

Assisted in representing a public company in securing a multi-billion dollar asset-based syndicated loan and line of credit for multinational public company.  Negotiated and drafted the loan agreement, guaranty, collateral documents, borrowing base documents, disclosure schedules and other associated documents.

Counseled a startup corporation through its initial sale of securities to outside investors.

Advised and represented nonprofit corporation in its initial issuance and subsequent reissuance of tax-exempt bonds.

Advised beverage corporation in securing a multi-million dollar operational line of credit from a major national bank.

Advised an operating corporation in acquiring a large private loan.  Negotiated and drafted relevant documents, including a security agreement, financing statements, loan agreement and promissory notes.

Represented large privately-held corporation in its qualification of a series of debt securities offerings with the California Department of Corporations.

 

CORPORATE GOVERNANCE

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Counseled a large agricultural corporation through the process of regular board meetings and advised its board on issues relating to interested director transactions following discovery of improprieties by a former shareholder and board member.

Advised a large manufacturing corporation regarding claims by distributors which were governed by federal regulatory agencies.

Counseled a large manufacturer on issues concerning the Foreign Corrupt Practices Act with respect to its business operations in the Far East.

Advised a local professional corporation through the process of documenting its corporate records.

Counseled then oldest California newspaper in procedures close to its business.

Represented large privately-held corporation in its qualification of a series of debt securities offerings with the California Department of Corporations.

 

BUSINESS LITIGATION

Primary Attorney Contacts: Eileen M. Diepenbrock, Jennifer L. Dauer, Chris A. McCandless, David A. Diepenbrock, Jonathan R. Marz and Conner D. Johnston

Represented developer in claims against seller in excess of $46 million related to purchase and sale contract with “put right.” Issues involved contract interpretation, sufficiency of wetlands permit delivered, and mitigation required for wetlands and endangered species, and an understanding of the processes and requirements of various agencies, including the U.S. Army Corps of Engineers and the U.S. Fish & Wildlife Service.

Prosecuted claim under California Producer’s Lien Law to establish priority to proceeds earned on sale of clients’ consigned farm products, where proceeds had been received by insolvent processor and deposited with defendant lender.  Case involved complex issues raised by intersection of Uniform Commercial Code and bailment law.

Represented independent insurance marketing organization in asserting claims against competitor for breach of contract, trademark infringement, and unfair competition.  Obtained favorable settlement immediately after trial court granted our motion for preliminary injunction. 

Represented developer of natural gas storage facility in contested proceeding before California Public Utilities Commission. 

Successfully defended management and corporation against charges of fraud, mismanagement and involuntary dissolution in three-phase trial. Litigation involved the legitimacy of stock transfers and the corporation’s value. 

Represented hospital system in multiple lawsuits involving claims arising from the marketing and sale of radiology equipment.

Advised client regarding limitations upon its product distribution following a voluntary recall of products in commerce.

Advised and represented client in cancellation of trademark that infringed upon the client’s mark.

Advised client regarding use of sinking fund for unredeemed debt instruments upon dissolution.

Counseled major agricultural corporation concerning a court directed buy-out of a shareholder pursuant to Corporations Code section 2000 upon action to dissolve the corporation.

Arbitrated value of Bay 101 Casino, located in San Jose, California pursuant to buy-sell agreement on behalf of client with substantial ownership interest in Casino.  Assisted client in obtaining State Gambling Control Commission approval of stock sale and licensing of client to receive sale proceeds.

Prosecute state securities and common law fraud claims on behalf of claimants seeking recovery of approximately $20 million from California Finance Lender that failed to disclose material information regarding its real estate investment portfolio.  Clients obtained a favorable settlement following extensive discovery, and after the finance lender filed for bankruptcy protection.

Represented limited liability company pursuing multi-million dollar claims in arbitration for breach of contract against 27 parties. Issues included legality of contract termination payments, alleged unconscionability, unfair business practices and restraint of trade. Following a 30-day arbitration hearing that included exchanging tens of thousands of documents, 30 percipient witnesses, five retained experts, over 1000 exhibits, and more than 500 pages of post-hearing briefing, the arbitrator concluded that our client was the prevailing party, and awarded substantial damages, plus attorneys’ fees and costs.

Defended corporation in class action case alleging false advertising and seeking $70 million in damages, plus injunctive relief.  Successfully settled the case with a nominal payment.  Work also involved arbitrating a $3.8 million attorney fee demand and achieving an arbitration award substantially exonerating our client. 

Defended one shareholder and director in derivative action brought by other shareholder and director alleging breaches of fiduciary duty, fraud and mismanagement. Case won through summary adjudication and settlement of remaining portions of the case.

Represented international corporation in federal court defending against claims of breach of fiduciary duty and challenges to corporate management and ownership. Discovery and case preparation included international procedures and significant use of translators. 

Representation of Fortune 100 corporation in obtaining pleading-stage dismissal of putative class action seeking injunctive relief and damages under Consumer Legal Remedies Act for alleged misleading advertising.

Represented division of Fortune 500 corporation in defending against lawsuit seeking over $20 million brought under California Franchise Investment Law. Obtained highly favorable settlement prior to trial.

Defended mining operator against claims brought by air quality management district seeking civil penalties exceeding $91 million for alleged violations of state and local air quality laws.  After taking or defending over 30 depositions and defeating the district's motion for summary adjudication regarding our clients' civil rights cross-complaint, the parties agreed to a mutual release of claims.  Our client paid nothing as part of the settlement.

Represented minority shareholders in action seeking involuntary dissolution of corporation based on alleged misfeasance by controlling shareholder.  Obtained fair value for clients' ownership interest through settlement after controlling shareholder sought buy-out under Section 2000 of the Corporations  Code.

Represented flooring distributor in dispute with manufacturer concerning parties' performance under distributor agreement.  Negotiated favorable settlement following extensive discovery, which included multiple out-of-state depositions.

Represented co-owners of business in a dispute involving allegations of defalcation, breach of fiduciary duty, and overall mismanagement of the company's affairs.  Succeeded in negotiating a resolution to clients' satisfaction prior to initiating lawsuit.

Represented company in claim against its prior controlling shareholder based on his breach of non-complete covenant contained in purchase and sale agreement.

 

BUSINESS OPERATIONS

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Counseled a large manufacturer on issues concerning the Foreign Corrupt Practices Act with respect to its business operations in the Far East.

Represented a corporation in the acquisition of software and other intellectual property rights from a dissolving competitor.

Advised and represented client in negotiation of private label beverage bottling agreement.  Drafted the bottling agreement.

Represented a client in licensing its proprietary intellectual property marks to a third party vendor.

Advised and represented client in leasing port facilities to export agricultural products.

Advised and represented client registering multiple trademarks with United States Patent and Trademark Office.

Advised and represented client in negotiation of packing agreement to produce pet foods using client’s agricultural products.  Drafted packing agreement.

Advised, formed, and represented group trust through which public employee pension plans from three states acquired and managed over 14 years a diversified portfolio of commercial and industrial real properties located in ten states.

 

BUSINESS ORGANIZATIONS AND FORMATIONS

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride

Guided an individual through the selection of an appropriate entity to purchase an existing restaurant.  Organized a new corporation and prepared all necessary agreements to transfer ownership of the restaurant’s assets to the newly formed corporation.

Counseled a startup venture on the preparation of its formation documents as a limited partnership in heavily regulated industry.  Prepared all formation documents for the limited partnership.

Assisted large family partnership that owns considerable real property in conversion from a general partnership to a limited liability company, including preparing its operating agreement and related formation documents.

Advised and represented corporation in its issuance of securities and obtaining liquor license to sell alcoholic products.

Advised and represented new limited liability company that obtained liquor license for on-premises liquor sales.

Over time have advised and represented many closely-held business ventures formed as corporations, including preparation of articles of incorporation, bylaws, shareholder agreements, and securities documents and related compliance filings.

Advised regional specialty construction company through its formation as a corporation, including preparation of articles of incorporation, bylaws, shareholder agreements and related formation documents.

Formation of two-party LLC regarding 74.84 acres in the County of El Dorado, California, for development of a retail/commercial project, including approximately 400,000 square feet of retail/commercial improvements and design and engineering for a road/parkway to Highway 49 and associated EIR process.

Formation of a multiple-party "owner's group" LLC regarding approximately 800 acres in Sacramento County, California within the Elverta Specific Plan, for the purpose of combining efforts to acquire mitigation, park, and school lands for the benefit of all developer members.

Formation of three-party LP regarding 189 acres along U.S. Highway 287 in Tarrant County, Texas, for mixed-use land development project [commercial, office, retail, and/or residential sites].

Formation of three-party LP regarding aproximately 58 acres along or near State Highway 121 in Denton County, Texas, for development of single family residences.

 

DISADVANTAGED BUSINESS ENTITIES

Primary Attorney Contacts: Mark E. Peterson and Jennifer L. Dauer 

Regularly advise clients regarding substitution of listed subcontractors under Subletting and Subcontracting Fair Practices Act, including representing clients in contested substitution hearings.

Assisted contractor in preparation of claim for submittal to CalTrans Dispute Resolution Board.

Represented levee contractor in preparing claims to Sacramento Area Flood Control Agency.

Regularly advise public owners and contractors regarding public owner contracting authority, void contract rule, and false claims.

Counseled WBE regarding principal’s ownership transition to key employees, while maintaining status as WBE.

Advised a construction company certified as a Disabled Veteran Business Enterprise in its compliance with the changing certification regulations.

Successfully represented the second low bidder in litigation regarding the mis-award of a public works project, resulting in a published decision in Valley Crest Landscape v. City of Davis, 41 Cal. App. 4th 1432 (1996).

Represent prime contractors in various cases and arbitrations against Caltrans involving disputed claims for compensation for extra work on major highway improvement projects.

Represented prime contractor in action against local transportation district regarding claims for extra work during construction of major freeway improvement project, involving contract interpretation and application and relationship between contractual claims provisions and Government Code claim process.

Represented Disabled Veteran Business Enterprise in its certification process and succession planning for future owners.

Counseled Minority-Owned Business Entity in sale of minority interest to large corporation.

 

FRANCHISING

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Advised regional franchisor in registering and renewing its franchise disclosure documents with the California Department of Corporations.

Represented franchisee in resolving a dispute involving unregistered franchise documents.  The franchisee was able to retain control of disputed marks, property and intellectual property.

Advised new franchisor in development of its franchise agreement and the franchise disclosure documents necessary to register under applicable state franchise laws governing offers and sales of franchises.

Advised operating franchisee in withdrawal from different franchise systems.

Counseled franchisee in terminating existing franchise after failures by the franchisor to observe the franchise agreement.

Advised franchisor in resolving disputes with delinquent and nonconforming franchisees in its national service franchise system.

 

JOINT VENTURES

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Represented developer of underground natural gas storage project in joint venture (LLC) with financial partners, including negotiations for operating agreement and several amendments, arrangement for disbursements.

Counseled a startup venture on the preparation of its formation documents as a limited partnership in heavily regulated industry.  Prepared all formation documents for the limited partnership.

Advised, formed, and represented group trust through which three state employee pension systems acquired and managed over 14 years a diversified portfolio of commercial and industrial real properties in ten states.

Formed and represented venture through which local investors, a major international financial institution, and East Coast hedge funds proposed a new power project.

 

LICENSING AND PERMITTING

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Advised and represented a client in a complaint proceeding before the California Energy Commission.

Represented large privately-held corporation in its qualification of a series of debt securities offerings with the California Department of Corporations.

Advised and represented newly-formed corporation in issuance of securities and obtaining liquor license to sell alcoholic beverages. 

Advised and represented intellectual property owner in lease of property to European group.

Advised, formed, and represented new limited liability company in obtaining liquor license to operate a bar and restaurant.

Advised and represented California company in qualifying on an expedited basis its acquisition through European tender offer exempt from federal registration under the Securities Act of 1933. 

Advised and represented large publicly-owned corporation in obtaining its contractor’s license from the State of California upon spin-off from publicly-owned parent.

 

NONPROFITS AND CHARITIES

Primary Attorney Contacts: Mark E. Peterson and Keith W. McBride 

Advised and represented nonprofit client in registering the trademark used in its program activities.

Counseled a group of first responders in creating a nonprofit foundation to support organizations involved in emergency response and preparedness.

Represented one major multihospital group in its creation and thereafter in its day-to-day activities and followed by its merger with another such group to create one of the largest multihospital nonprofit corporations in California.

Created charitable foundation to support the works of an established congregation of religious women and represented the foundation thereafter in its day-to-day operations.

Counseled nonprofit religious corporation concerning use of sinking fund for matured notes not yet been tendered for payment.

Counseled nonprofit organization concerning allegations that officers had diverted assets to personal use.

Advised a regional nonprofit corporation in its acquisition by merger of a struggling nonprofit corporation in an adjacent region.

 

SHAREHOLDER DISPUTES

Primary Attorney Contacts: Mark E. Peterson and Eileen M. Diepenbrock 

Represented management and majority shareholders in action brought by minority shareholders for involuntary dissolution and other relief. Case settled on a very favorable basis after several weeks of bench trial.

Represented minority corporate shareholder in successful proceedings for involuntary dissolution of closely held Palo Alto healthcare provider resulting in buy-out of client’s interest by the majority shareholder.

Counseled majority shareholders of a closely-held corporation on proper governance and other procedures necessary upon a dissolution motion filed by minority shareholder.

Counseled family of deceased shareholder in a purchase of shares by remaining shareholders.

Represented estate of general manager/minority shareholder in valuation and buy-out of interest in San Jose gaming corporation.

Counseled and represented a shareholder in a transaction to acquire the majority interest from the other owners of an existing restaurant and bar.