Legal Venture Counsel

We have successfully helped our clients negotiate agreements with numerous publicly-held companies and major institutions including Microsoft Corporation, Dell Inc., The Coca-Cola Company, Safeway Inc., the California Public Employees’ Retirement System (CalPERS), Mayo Clinic, Stanford University, the University of California, Davis, and Duke University, among others.

Ongoing Representative Matters

  • Asset Sales and Acquisitions
  • Board and Shareholder Meetings
  • Commercial Real Estate Purchase and Leasing
  • Complex Real Estate Transactions
  • Contract Drafting, Negotiation and Review
  • Corporate and Securities Law Compliance
  • Debt Restructuring
  • Due Diligence and Corporate Clean-Up
  • Employment Documentation and Counseling
  • Entity Formation (Profit and Non-Profit)
  • Equipment Purchase and Leasing
  • Financing Transactions
  • Internal Audits and Investigations
  • Matters Involving Ownership Changes
  • Mergers and Restructuring
  • SBA 504 Loan Closings
  • Secured and Unsecured Loan Transactions
  • Succession Planning
  • Strategic Planning and Communications
  • Trademarks (Domestic and International)

 

The following is a sampling of some of our client projects:

Represented an investor in connection with the negotiation, due diligence, and closing of a Series A Preferred Stock investment in a development stage Specialty Pharmaceutical company.

Assisted the Board of Directors of a Pre-IPO Medical Device company in conducting an Internal Audit of the company's Revenue Recognition policies and practices.

Represented an early stage Biotech company in connection with its Series B Preferred Stock financing transaction.

Represented a Web Performance measurement and management services company in connection with its Recapitalization and Reverse Triangular Merger with a Public Company.

Represented an early stage Biotech company in connection with its Series A Preferred Financing transaction.

Represented a Software company based in the U.K. in connection with the organization of its first U.S. Subsidiary, including preparation of marketing and employment agreements, negotiation of commercial lease, representation as agent for service of process, and provision of ongoing General Counsel on matters pertaining to doing business in the United States.

Represented a foreign national in connection with the organization of a California Corporation and coordinated Corporate and Immigration requirements with immigration counsel.

Represented an International Real Estate Developer in negotiations with the City of San Francisco for a $250,000,000 Real Estate Redevelopment Project at San Francisco Airport (SFO). The deal involved a 30-year Ground Lease and a Lease Disposition and Development Agreement for the Demolition of 203,000 square feet of antiquated cargo facilities, site Remediation, and new Construction of approximately 472,000 square feet of cargo space, 170,000 square feet of office space, and 11,000 square feet of space for ground service equipment maintenance.

Provided Corporate and Securities counsel to a Commodities Wholesaler in connection with the Recapitalization of a California entity using an Employee Stock Ownership Plan.

Represented a Fortune 500 International Construction Equipment Manufacturer in the Merger of a California entity into its Delaware parent.

Successfully represented a Bankruptcy Creditor in defense of an Objection to Claim.

Represented an Electronics Manufacturer in a capital equipment Acquisition.

Provided Corporate Counsel in the formation of Non-Profit Corporations, assisted clients in obtaining 501(c)(3) Advance Ruling Determinations of Public Charity status from the IRS, and helped establish fund-raising and grant-making Policies and Procedures.

Performed Due Diligence for an out-of-state Investor in connection with a prospective $15,000,000 Investment in a Computer Hardware business.

Provided Corporate Counsel in the Formation and Development of a California Consumer Products Exporter.

Represented National Mortgage Brokerage in connection with the Sale of a Majority Interest in the company and Alternative Dispute Resolution.

Provided ongoing General Counsel to Broker-Dealers and Registered Investment Advisors, including representation in connection with SEC and FINRA regulatory matters, due diligence, and amendment of Operating Agreements.

Provided local Corporate and Securities Counsel to a major Taiwanese Semiconductor Manufacturer.

Provided ongoing General Counsel to International Trade Association management services company, including attendance at Board of Directors and Shareholder Meetings, commercial lease review, and matters involving employees and company ownership changes.

Represented Banking Institutions and other Lenders in numerous Secured Loan Transactions, including for the Small Business Administration's 504 Loan program.

Assisted various clients with preparation for and administration of Annual Shareholder Meetings and served as Inspector of Election.

Representative Clients

ART AND DESIGN

  • Hatch Design LLC (www.HatchSF.com)
  • Gazor Group, Inc. (www.Gazor.com)
  • Linda Fairchild Contemporary Art, Inc.
    (www.LindaFairchild.com)

  • BIOTECH AND MEDICAL

  • Epeius Biotechnologies Corporation
    (www.EpeiusBiotech.com)
  • Glycan Biosciences Inc.
  • Eyedetec medical, Inc.
  • HEALTH AND BEAUTY

  • Caramella Skin Couture, Inc.
    (www.CaramellaSkin.com)
  • Caring Hearts Senior Care Home, Inc.
  • Delta Health Systems
    (www.DeltaHealthSystems.com)
  • Joy of Romance, Inc. (www.JoyofRomance.com)
  • W's Salon and Academy, Inc. (www.wssaloninc.com)

  • NONPROFITS

  • Lazarex Cancer Foundation (www.Lazarex.org)
  • Women in Real Estate, Inc.

  • PROFESSIONAL SERVICES

  • Anna Dubrovsky Law Group, Inc. (www.Dubrovskylawyers.com)
  • Expressworks International, LLC
    (www.Expressworks.com)
  • LoBue & Majdalany Management Group,
    Inc. (www.LM-Mgmt.com)
  • E4 Strategic Ventures, LLC

  • RFID TECHNOLOGY

  • Secura Shield Inc.
  • Widentifi Inc, U.S. subsidiary of Taggle Systems (www.taggle.com.au)

    SBA LENDER (CERTIFIED DEVELOPMENT COMPANY)
  • TMC Development (www.TMCD.com)
  • SPECIALTY FOOD AND RESTAURANTS

  • Krave Pure Foods, Inc. (www.KraveJerky.com)
  • FAVA, Inc. (www.FavaUSA.com)
  • Pavlova Passion, Inc.

  • ENTERTAINMENT AND GAMING

  • Gameforge America, Inc. (www.runesofmagic.com)
  • Gameforge Productions Inc.
    (www.Gameforge.com)
  • 3 Screen Entertainment, Inc.
  • Cain Television Network, Inc.
  • INSURANCE AND REAL ESTATE BROKERS

  • Express Service Insurance Agency, Inc.
    (www.CalStateHealth.com)
  • Michael Kasolas & Company, Inc.

  • ONLINE APPLICATIONS (ASPs) AND SOFTWARE

  • Integrated Building Solutions, Inc.
  • Pavia Systems, Inc. (www.PaviaSystems.com)
  • Stewart Daly, Inc. (www.StewartDaly.com)
  • Dataforma, Inc. (www.dataforma.com)

    REAL ESTATE INVESTMENT AND RELATED SERVICES
  • Fairview Real Estate, Inc.
  • Double G Holdings, LLC
    (www.elencantodelsur.com)
  • RMS Maintenance Services, Inc.
    (www.RMSMaintenance.com)
  • The Right Move Relocation Services, Inc. (www.TheRightMoveGroup.com)
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