OUTSIDE GENERAL COUNSEL

Preferred Stock Warrants Issued for Biotech Company
Represented a biotechnology  company in two separate transactions regarding the issuance of warrants for preferred stock in two beverage companies as consideration for the exclusive use of the client’s products.

Transactional, IP and Strategic Representation to Global IT Consulting Company
Represented a global IT consulting and software services company in connection with negotiating multiple master services agreements and statements of work with Fortune 100 businesses. Client’s liability was limited and its intellectual property rights were protected as a result. Favorably negotiated separation agreements with problematic employee. Represented client in strategic acquisitions of competitors in the United States and abroad.

Decade of Counsel to Cloud Computer
Represented a regional cloud computing services For ten years, provider on all legal matters, including the owners’ successful exit of the business through an asset sale. Developed a cloud computing services agreement that limited client’s liability and clearly identified its obligations to its customers. Assisted with the issuance of restricted equity as part of an incentive plan for employees involved in growing client’s technology and customer base.

Employment, HR and General Counsel to National Health Club
Represent a rapidly expanding national health club, after replacing a large, multi-national law firm, on matters relating to employment and human resources issues and its membership agreements and teacher training agreements.

Transfer Closely Held Company to Next Generation
Represented a manufacturing company owned by three shareholders nearing retirement. Created a transition plan to equitably transfer management and ownership to two sons of one shareholder. Negotiated and documented an arrangement enabling the founding shareholders to secure their retirement, while preserving the business’s future.

Continued Representation Through Sale for Health Services Company
Served as outside general counsel for client for many years after steering a health services company through a complex buy-sell agreement. Successfully positioned company for sale and represented it through closing.

Resolved Obstacles to Successful Joint Venture for Financial Services Co.
Retained by a financial services company after it failed to reach an agreement with a potential business partner to establish a new, related line of business. Identified the sources of contention between the parties, particularly compensation and participation expectations of the partner and the client’s individual owners, then developed and proposed a structure that all parties found to be fair and feasible. Documented necessary agreement for the new venture.

Stock Options and Venture Financing Guidance for Engineering Firm
Represented engineering firm with proprietary battery management system technology for the electric car industry in connection with its stock option plan and negotiations for venture financing.

Corporate Governance Counsel to Non-Profit
Represented a worldwide non-profit organization in the restructuring of corporate governance procedures and documentation affecting hundreds of thousands of members.

EQUITY AND DEBT FINANCINGS

Property Development Financing
Represented a property development company in connection with its equity financing.

Debt Financing for Service Company
Represented a multi-state service company in the sourcing and funding of a multi-million-dollar debt financing in less than three weeks.

Series A Financing
Represented a biotechnology company in its Series A financing.

Financing for Silicon Feedstock Company
Represented silicon feedstock processing and recycling company in its financing transaction involving the issuance of a secured promissory note and warrants to private equity investors.

Developed Growth Strategy and Exit Plan
Established a new growth strategy and exit plan, working closely with our client’s officers and other advisors, that the client enthusiastically supported and implemented. Plan included new equity financing.

Guidance in New Business Line and Venture Financing
Assisted client in developing a new line of business, including hiring a management team, and then helped position the new business for venture financing. Negotiated agreements with investment bankers and helped structure, negotiate and document multiple rounds of financing.

Counsel to Venture Capital Client
Represented a venture capital company in securing convertible debt financing.

Private Placement for Real Estate Developer
Represented a real estate investment and development company and its affiliates in connection with multiple real estate transactions involving the private placement of securities.

Stock Sale to Competitor
Represented a videogame developer in connection with the sale of stock to a strategic competitor.

Preferred Stock Sale for Game Developer
Represented the minority shareholders of a game development and publishing company in connection with a preferred stock sale.

Investment Counsel to Medical Lab
Represented a medical laboratory in connection with an equity investment from a key industry partner.

Finance Counsel to Venture Capital Firm
Represented a venture capital firm in connection with the issuance of convertible notes and the subsequent conversion of the notes into preferred stock.

Financings for VC and Management Consultancy
Represented a venture capital and management consulting firm in connection with convertible note financings of numerous companies, including: a manufacturer/distributor of automated paint distribution system, a distributor of memory book software, a software development company, and a distributor of memory book software.

Preferred Stock Financings
Represented a venture capital and management consulting firm in connection with multiple preferred stock financings, including: a manufacturer/distributor of automated paint distribution system, a software development company, a distributor of toner cartridge refilling systems.

CORPORATE FORMATION

Internet Start-up Formation and Finance
Assisted an internet-software company with the start-up of the business and raising equity financing.

Counsel to Video Game Entrepreneur
Represented a video game designer on the legalities of leaving his current employer to start a competing corporation.

Complex Operating Agreement for LLC
Prepared an operating agreement with multiple classes for a limited liability company to facilitate a priority return of capital for Class A investors, and restricted equity options for Class B employees. The agreement preserved the tax status and licensing requirements of the limited liability company’s subsidiary, a national financial services company.

Credit Restructuring of Manufacturing Company
Represented a consumer product manufacturer facing bankruptcy, working with the company’s board members and its secured creditor to restructure the company’s credit agreement. Advised regarding corporate governance, helping to preserve shareholder equity in the company while protecting the company’s board members from abdicating their duties to the company’s creditors.

CONTRACTS AND AGREEMENTS

Joint Venture Grows Medical Software Company
Represented a medical records software company in the structuring, negotiation and documentation of a complex joint venture to expand distribution into related markets.

Risk Management for Cloud Computing Company
Provide service agreements for cloud computing providers to minimize their downside risk if customer data is lost. The structure of the agreements makes it easier for clients’ customers to access their insurance in the event of lost data.

Master Services Agreement for IT Client
Represented a global IT provider in connection with negotiating a master services agreement with a Fortune 100 Company, successfully limiting client’s liability and preserving and protecting its intellectual property rights.

Protect IP Rights in Film Studio Agreement
Successfully negotiated web site development agreement with major motion picture studio, overcoming studio’s insistence that it owns client’s intellectual property.

Agreements for Auto Industry App Developer
Represented a company developing an iPad application for automotive sales teams with customer agreements.

Royalty Agreement for Food Maker
Represented a food manufacturer with structuring and drafting a transaction to obtain a competitor’s product line through a royalty arrangement.

Restructuring of LLC Membership
Represented the majority member of a limited liability company involved in the construction, financing and leasing of large industrial properties in connection with restructuring the company’s membership arrangement.

Executive Compensation Plan for Bank CEO
Represented a regional bank in creating and implementing an equity incentive plan for its chief executive officer.

Ownership Transition Plans for Accounting Firms
Represented local and regional accounting firms in the development of a structure for compensation and ownership transition to new generations of leaders.

Supplier Contracts for ISP Company
Represented a data center and internet services provider in the renegotiation and documentation of supplier contracts with international communications companies.

SELL-SIDE REPRESENTATION

Acquisition of Aerospace Company
Represented an aerospace manufacturer in its sale to strategic acquirer. During the course of the transaction, client’s performance improved so dramatically that they considered walking away from the deal before closing. We negotiated an increased purchase price for our client, resulting in a successful close.

Asset Sale of Cloud Computing Company
Represented a cloud computing company in connection with the sale of all of its assets to a strategic competitor.

Health Supplement Company Asset Sale
Represented a national consumer products company specializing in immune support supplements in connection with the sale of its assets to a private equity firm.

Strategic Sale for Aerospace Client
Represented an aerospace manufacturing company in connection with the sale of its assets to a national competitor.

Insurance Brokerage Transaction
Represented an insurance brokerage company in connection with its management services transaction with a competitor.

Asset Sale for Franchisor
Represented a personal-services franchisor involved in the weight loss industry in connection with the sale of its assets.

Strategic Sale for Pipe and Fitting Manufacturer
Represented a pipe and fitting manufacturer in connection with the sale of its assets to a competitor.

Print Supply Company Sells Assets
Represented a printer supply company in connection with the sale of its assets to a competitor.

Manufacturer Sells Stock and Real Property to Competitor
Represented a truss manufacturing company in connection with the sale of its stock and underlying real estate to a competitor.

Stock Sale of Print Company
Represented a printing company in connection with the sale of its stock to a competitor.

Sale of Assets for Dating Service
Represented a dating services web site in connection with the sale of its assets.

Child Day Care Centers Make Deal with Competitor
Represented the owner of child care learning centers in connection with the sale of its assets to a competitor.

Guide Minority Shareholders in Sale
Represented minority shareholders in connection with the sale of their shares in an insurance brokerage company to the company.

BUY-SIDE REPRESENTATION

Food Packager Co-Owner Buy Out
Represented the co-owner of a snack food packaging and distribution company in the successful buy-out of the other owner through the restructuring of debt and the restructuring of the LLC owning the business’s building.

IT Provider Purchases Competitor’s Assets
Represented a global information technology and software service provider in connection with the strategic acquisition of a competitor’s assets.

Share Purchase and Recapitalization for Consumer Product Company
Represented buyers in connection with the purchase of shares and 9-figure recapitalization of a national consumer products company specializing in immune support supplements.

Angel Investor’s Equity Participation in Gaming Company
Represented an angel investor in connection with equity participation and consulting arrangement with a software and gaming company.

Private Placement for Real Estate Investment Company
Securities Represented a real estate investment and development company and its affiliates in connection with multiple real estate transactions involving the private placement of securities.

Dental Lab Buys Competitor’s Assets
Represented a dental laboratory in connection with its strategic acquisition of the assets of a competitor involved in the cosmetic dental industry.

Acquisition of Membership Interests of a Holding Company
Represented members of an LLC in the commercial printing industry in connection with the acquisition of membership interests of a holding company and the assets of a competitor.

Financing and Repurchase of Shares from Founder
Represented a consumer food products company in connection with the repurchase of shares from a founding shareholder and with obtaining a revolving credit facility.

Retailer Repurchases Shares from Minority Shareholders
Represented an electronics retailer in connection with its repurchase of shares from minority shareholders.

Share Repurchase from Founding Shareholder
Represented a software and consulting company in connection with its repurchase of shares from a founding shareholder.

Cattle Breeding Company Repurchases Shares
Represented a cattle breeding company in connection with repurchase of shares from minority shareholders.

Asset Purchase for Printing Company
Represented a printing and graphics company in connection with the purchase of assets from a competitor.

Reverse Merger for Software Company
Represented a software company that develops test equipment for communications networks in connection with a reverse merger.

Stock Purchase for Fence Maker
Represented the majority shareholders of a fence manufacturer and retailer in connection with a stock purchase transaction.

Purchase of Shares from Founder
Represented a business management software provider in connection with the repurchase of shares from its founding shareholder.

PURCHASES AND SALES

Acquisition and Financing of $34M Multi-Family Community
Represented purchaser/borrower in the acquisition and financing of an $34-million, 188-unit multi-family community in the East Bay city of Hayward.

Purchase and Loan of $80M Office Property
Represented purchaser/borrower in the acquisition and financing of an $80-million office building in San Diego.

Complex Documentation and Negotiations for Acquisition of Commercial Properties
Represented buyers in negotiating and documenting the acquisition and financing of properties including a $49.6-million shopping center, a $35-million office building, and an $18.2-million apartment complex (some of which involved the acquisition of underlying ground leasehold interests), as well as related due diligence and closing coordination, and property management documentation.

Development, Leasing and Sale of Chain of CA Child Care Centers 
Represented developer of facilities for national child care chain in its successful acquisition and development of early childhood centers throughout California, the leasing of centers to child care operators, and in the sale of leased properties to third parties following attainment of financial and enrollment objectives.

Development and Leasing of California Shopping Centers
Represented real estate development company in the acquisition, financing, development, construction, and leasing of multi-million dollar neighborhood shopping center projects throughout California.

Counsel Investor in Strip Centers Across U.S. [mean strip mall centers?]
Represented real estate investor in the acquisition, financing and leasing of numerous strip centers throughout the U.S. (including Texas, Idaho, Louisiana, Colorado, Indiana, and Oklahoma), including 1031 tax-deferred exchanges, local counsel coordination, drafting of standardized lease form, and advising on operational issues.

Real Property Sales Related to Company Sale
Represented health-food company in sale of real estate holdings in connection with the sale of the company.

FINANCE

Finance Counsel to Buyers in Complex Multi-Property Acquisition
Represented buyers in negotiating and documenting the acquisition and financing of properties, including a $49.6-million shopping center, a $35-million office building, and an $18.2-million apartment complex (some of which involved the acquisition of underlying ground leasehold interests), as well as related due diligence and closing coordination, and property management documentation.

Shopping Center Purchase Financing
Represented real estate development company in the acquisition, financing, development, construction, and leasing of multi-million dollar neighborhood shopping center projects throughout California.

Finance Counsel to Investor in Multi-State Commercial Purchases
Represented real estate investor in the acquisition, financing and leasing of numerous strip centers throughout the U.S. (including Texas, Idaho, Louisiana, Colorado, Indiana, and Oklahoma), including 1031 tax-deferred exchanges, local counsel coordination, drafting of standardized lease form and advising on operational issues.

Borrower Counsel in $80M Office Building Purchase
Represented purchaser/borrower in the acquisition and financing of an $80-million office building in San Diego.

Lender Counsel in Low-Income Housing Project
Represented lender providing credit enhancement and liquidity support in connection with tax-exempt and taxable bond issuance for low-income housing projects.

Lender Counsel in Senior Housing Project
Represented lender providing credit enhancement and liquidity support in connection with tax-exempt and taxable bond issuance for senior housing projects.

DEVELOPMENT AND CONSTRUCTION

Shopping Center Development and Construction
Represented real estate development company in the acquisition, financing, development, construction and leasing of multi-million-dollar neighborhood shopping center projects throughout California.

WORKOUTS AND RESTRUCTURING

Negotiate Lease Workouts
Represented numerous business owners in lease workout negotiations and documentation, including both restructurings and early termination settlement agreements.

LEASING AND MANAGEMENT

Lease Agreements with National Chain Operators
Represented shopping center owners in the drafting and negotiation of lease agreements with national chain operators such as Starbucks, CVS, Starbucks, Verizon Wireless, Walgreens, Tutor Time, 7-Eleven and Enterprise Rent-A-Car, including ground lease and build-to-suit transactions.

Charter School Facilities Use and Services Agreements
Represented charter school operator in negotiation and documentation of Facilities Use Agreement and Services Agreement, involving LAUSD co-location of newly-constructed primary center, pursuant to LAUSD School Board’s Public School Choice program.

Leasing of Child Care Centers
Represented developer of facilities for national child care chain in its successful acquisition and development of early childhood centers throughout California, the leasing of centers to child care operators, and in the sale of leased properties to third parties following attainment of financial and enrollment objectives.

Shopping Center Leases
Represented real estate development company in the acquisition, financing, development, construction, and leasing of multi-million dollar neighborhood shopping center projects throughout California.

Leases for Strip Centers Nationwide
Represented real estate investor in the acquisition, financing and leasing of numerous strip centers throughout the U.S. (including Texas, Idaho, Louisiana, Colorado, Indiana, and Oklahoma), including 1031 tax-deferred exchanges, local counsel coordination, drafting of standardized lease form, and advising on operational issues.

School District Leasing and Construction Bid Counsel
Represented local school district on various real estate-related matters, including construction bid projects and leasing.

Landlord Cell Tower Leases
Represented landlords in the negotiation and documentation of cell tower agreements.

Restaurant Sublease
Negotiated complex sublease valued at $9.5 million for upscale restaurant.

Private School Lease-to-Own Deal
Represented private school in connection with a complex lease-to-own transaction for prime commercial property in Los Angeles.

Fitness Club Membership Agreement Revisions
Represented well-known fitness club in connection with revisions to form membership agreement to comply with state and federal law.

REAL ESTATE LITIGATION

Retail Property Performance Claims Defeated
Successfully defended a commercial real estate developer in trial against claims to compel specific performance of a retail property purchase contract. Our motion for judgment after the plaintiff’s case in chief helped direct the remaining favorable outcome for the client.

Mediated Solution to Property Owners’ Protracted Dispute
Achieved a favorable result for client in litigation between two wealthy property owners regarding easement and other boundary issues. Successful result accomplished in a binding arbitration before a well-known retired Los Angeles Superior Court judge, ending years of disagreement and creating a mechanism through a later-stipulated agreement to address any future disputes in a timely and cost effective way.

Obtained Specific Performance Judgment Plus Costs for Property Buyer
After a seller refused to close on an $8-million sale of an appreciating commercial building, and sued our buyer client for breach of a lease to buyer for the one-year escrow period, successfully represented the prospective buyer in trial, obtaining a judgment of specific performance. The court ordered seller to deliver title, and denied the seller’s breach of lease claims. Our client subsequently won a motion to recover all attorneys’ fees and costs in the amount of $293,486.

Trial Averted and Settlement Negotiated for Commercial Real Estate Seller
Obtained summary judgment for defendant-seller in a specific performance action concerning commercial real estate, preventing an expensive and risky trial. Client’s motion for attorneys’ fees was withdrawn and the case settled when plaintiff paid our client $110,000 for attorneys’ fees and gave up appeal rights.

BUSINESS DISPUTES

Environmental Exposure Claims Resolved for Manufacturer
Represented former owners of a manufacturing facility against indemnity claims brought by the buyer of the business based on claims made by California Department of Toxic Substances Control (“DTSC”). Participated in DTSC proceedings and negotiated a solution to potentially significant environmental exposure.

Settled Loan Dispute With Guarantors
Obtained writs of attachment and subsequently settled multiple cases against personal guarantors of bank loans to developers.

Defense of Complex Litigation for Major Plastics Maker
Successfully represented a large national plastics manufacturer in the defense of a multi-plaintiff complex litigation case. Achieved a favorable ruling on a bet-the-case motion for summary judgment in one case, which helped control the outcome of the remaining cases.

SHAREHOLDER AND PARTNER DISPUTES

Creative Mediation Strategy Protects Husband’s Business Legacy for Widow
Represented a widow who, after her husband’s unexpected death, had inherited a minority interest in a corporation and related limited liability company that owns and operates large farming properties in Ventura County. Under the threat of a derivative lawsuit, forced the recalcitrant majority owner to amend the governing agreements to require distributions and dividends, comply with financial honesty controls, and pay amounts previously owing the minority owner. Through our creative use of a modified mediation before a well-respected retired Ventura judge, the positive result was achieved without the expense of a protracted lawsuit.

Settled LLC Investment Bank Dispute
Represented plaintiff in a 10-week trial resulting from a dispute between equal members of a limited liability company investment bank, including an LLC dissolution action. The case settled before we concluded our presentation of plaintiff’s case.

INSURANCE COVERAGE LITIGATION

Secured Insurance Reimbursement for Class Action Costs
Litigated and resolved a national company’s claims for reimbursement for significant legal fees and settlement costs of a hotly contested national class action lawsuit. Using creative arguments for coverage and with the aid of a nationally recognized retired judge as mediator, we convinced the insurer to fund the reimbursement.

Obtained Benefits for Autism-Related Claims from Insurer
Successfully pressed a national health care insurer faced with politically sensitive circumstances to provide substantial benefits for an insured diagnosed with autism, where the insurance company historically had not covered such benefits. To achieve this result, applied our extensive knowledge and experience in the insurance field to force the elevation of the claims from the claims department to the general counsel’s office.

Achieved Litigation Funding from Title Company
Convinced a national title insurance company to fund litigation for our client to correct a title defect that significantly impacted the value of the client’s property. Additionally, the insurer agreed to pay full rate for the insured’s selected counsel. Statistically, title insurance claims are uniformly denied.

INTELLECTUAL PROPERTY DISPUTES

Defeat of TRO Protects Newly Established Business
Successfully represented newly formed company, the founder of which had recently resigned from the dominant industry provider to form a competing business, by responding to ex parte notice with a written brief and extensive client declarations to defeat a temporary restraining order. The restraining order would have terminated the newly established business.

Dental Innovation Trade Secret Safeguarded by TRO
Protected the valuable intellectual property of a unique dental fabrication client by filing suit and a TRO application and obtaining a temporary restraining order by stipulation of the defendant against use of our client’s trade secret customer data.

Pursuit of Breach of Fiduciary Duty and Fraud Claims
Obtained a settlement for our client on the second day of trial in Contra Costa County in a breach of fiduciary duty and fraud claims case against our client’s real estate broker and the broker’s father. Defendants had used our client’s confidential purchase offer information to purchase property through a bankruptcy court bid.

CLASS ACTION DEFENSE

False Advertising Class Action Defense
Defended a national company in a class lawsuit alleging false advertising and related claims, where the plaintiff used a novel theory of liability in an adverse venue. Negotiated a resolution that resulted in the capitulation of the plaintiff in the case such that the plaintiff class action attorneys abandoned the original seven figure claim.

Dismissal of Class Action for Manufacturer
Coordinated the defense for a contract manufacturer of a large, national company in connection with skin damage claims. Acted as supervising counsel for out-of-jurisdiction cases and otherwise obtained the dismissal of the case.

EMPLOYMENT LITIGATION

Defeat Overtime and Wrongful Termination Claims
Successfully defended the claims of a terminated computer game artist employee for overtime compensation and tort damages for wrongful termination. Our motion for a non-suit on the wrongful termination and punitive damages claims was granted after plaintiff’s case. At the conclusion of trial, judgment for our client was entered based on the court’s agreement with our contention that the artist was within the professional exemption to wage and hour laws, precluding any award of overtime pay.

Shut Down Injunctive Relief Claims Made by Employees and Franchisees
On several occasions, defeated injunctive relief sought against departed employee or franchisee who had formed competing start-ups in the real estate, entertainment and personal services industries.

REAL ESTATE LITIGATION

Trial Success for Real Estate Developer
Successfully defended a commercial real estate developer in trial against claims to compel specific performance of a retail property purchase contract. Our motion for judgment after the plaintiff’s case in chief helped direct the remaining favorable outcome for the client.

Resolution of Easement Claims Ends Protracted Litigation
Achieved a favorable result for client in litigation between two wealthy property owners regarding easement and other boundary issues. Successful result accomplished in a binding arbitration before a well-known retired Los Angeles Superior Court judge, ending years of disagreement and creating a mechanism through a later-stipulated agreement to address any future disputes in a timely and cost effective way.

Complete Court Victory for Property Buyer
After a seller refused to close on an $8 million sale of an appreciating commercial building, and sued our buyer client for breach of a lease to buyer for the one-year escrow period, successfully represented the prospective buyer in trial, obtaining a judgment of specific performance. The court ordered seller to deliver title, and denied the seller’s breach of lease claims. Our client subsequently won a motion to recover all attorneys’ fees and costs in the amount of $293,486.

Specific Performance Action Ends Favorably in Summary Judgment
Obtained summary judgment for defendant-seller in a specific performance action concerning commercial real estate, preventing an expensive and risky trial. Client’s motion for attorneys’ fees was withdrawn and the case settled when plaintiff paid our client $110,000 for attorneys’ fees and gave up appeal rights.

PROBATE AND TRUST LITIGATION

Counsel to Estate Trustee
Successfully represented a trustee against challenges made by the decedent’s children concerning the distribution of assets and collection of debts of the estate, including through ancillary litigation recovering other property for the estate.

Will Content Trial Defense
Successfully defended in trial a will contest based on claimed lack of testamentary capacity and undue influence.

Resolution of Underlying Property Dispute in Counsel to Trustee
Responded to a petition for instructions to a trustee to compel distribution or partition of five large parcels of developable property adjacent to existing subdivisions. Defended the claim brought by their sibling, guiding the co-trustees through complex estate tax and settlement issues to resolve the matter just before trial.

APPELLATE LAW

Favorable Ruling Upheld in Real Estate Case
Obtained an order from the court of appeal affirming a ruling on demurrer involving a complicated real estate specific performance and quiet title case relating to access and parking easements for commercial property in Los Angeles.

Appeal Victory in Binding Arbitration Clause Case
Successfully appealed a ruling by a Los Angeles trial judge denying the enforcement of a contractual binding arbitration clause in a commercial agreement. The court of appeal commented at oral argument that our briefing made the decision easy for the panel to overturn the trial court decision. In fighting the issue, the opposing party using a national law firm based in Chicago spent twice as much as our client.

Reversal of Award Leads to Client Win in Broker-Fee Litigation
Represented multiple clients in a three-week jury trial in Sacramento County defending a claim by an unlicensed broker for a ten percent management fee relative to a $24 million property sale. A verdict of one-third of fee claimed was vacated by the granting of our clients’ motion for new trial. New trial was avoided as a result of a fifty-two page Court of Appeal opinion adopting our position, as asserted in pre-trial and trial motions, that the unlicensed broker could not recover any fee. The appeal court directed reversal and vacated the damage award.

EMPLOYMENT COUNSEL

M&A-Triggered Employment Counsel for High Tech Company
Represented international technology and software company in connection with the acquisition of smaller company. Provided guidance and advice on a range of employment issues, including transition issues, non-competition agreements, severance issues and executive employment agreements. 

Employment Regulatory Compliance Counsel for Pharma Company Asset Sale 
In representing national drug manufacturer in connection with sale of assets, provided guidance and advice on employment issues relating to statutory notices of termination, bonus and severance issues, and vacation issues.

Wage and Hour, Employee Classification Counsel to CA Companies
Advised several California technology companies in the fields of healthcare, search engine optimization, and software development regarding wage and hour issues and classification of employees.

Employment Agreements for Sports and Fitness Companies
Regularly advise two companies in the sports and fitness industry regarding employment issues and employment agreements.

Non-Competition Agreement Counsel to Entrepreneur
Represented video game designer on the legalities of leaving his current employer to start a competing corporation.

CEO Employment Deal for Food Manufacturer 
Helped owner and operator of food manufacturing company attract a new CEO to professionalize operations and management, resulting in increased sales. Negotiated and structured a bonus and quasi-equity deal between the company and the CEO.

SEO Provider Employee Classification Guidance
Represented internationally-renowned search engine optimization company in the proper classification of its employees.

Confidential Separation Agreement for IT Firm
Represented global IT consulting and software services company in successfully negotiating the terms of a confidential separation agreement with a problematic employee, with terms favorable to the company.

Compensation and Equity Plan for COO
Represented an organic food manufacturer and distributor in the structuring of a compensation and quasi-equity ownership plan for its new chief operating officer.

Equity Incentive Plan for Bank CEO
Represented a regional bank in creating and implementing an equity incentive plan for its chief executive officer.

Compensation Plan for Next-Generation Owners of Accounting FIrms
Represented local and regional accounting firms in the development of a structure for compensation and ownership transition to new generations of leaders.

EMPLOYMENT LITIGATION

Overtime and Wrongful Termination Suit Successful Defense
Defended successfully the claims of a terminated computer game artist employee for overtime compensation and tort damages for wrongful termination. Our motion for a non-suit on the wrongful termination and punitive damages claims was granted after plaintiff’s case. At the conclusion of trial, judgment for our client was entered based on the court’s agreement with our contention that the artist was within the professional exemption to wage and hour laws, precluding any award of overtime pay.

Defeat Non-Compete Claims
On several occasions, successfully defeated injunctive relief sought by competitor against former employee or franchisee who had formed competing multi-million-dollar company. These cases were in the real estate, entertainment, and personal services industries.

INSURANCE COVERAGE

Secured Insurance Reimbursement for Class Action Costs
Litigated and resolved a national company’s claims for reimbursement for significant legal fees and settlement costs of a hotly-contested national class action lawsuit. Using creative arguments for coverage and with the aid of a nationally-recognized retired judge as mediator, we convinced the insurer to fund the reimbursement.

Obtained Benefits for Autism-Related Claims from Insurer
Successfully pressed a national health care insurer faced with politically sensitive circumstances to provide substantial benefits for an insured diagnosed with autism, where the insurance company historically had not covered such benefits. To achieve this result, applied our extensive knowledge and experience in the insurance field to force the elevation of the claims from the claims department to the general counsel’s office.

Maximized Insurance Protection to Mitigate Sellers’ Risks
Guided the owners of a national company through complex insurance issues related to the sale of the company’s assets in order to maximize the seller’s insurance coverage for pre and post-sale risks. Coordinated with seller’s risk management staff and insurance brokers to advise on the retention and extension of existing insurance, and the acquisition of new coverage.

Achieved Litigation Funding from Title Company
Convinced a national title insurance company to fund litigation for our client to correct a title defect that significantly impacted the value of the client’s property. Obtained insurer’s agreement to pay full rate for the insured’s selected counsel.

Nevers Palazzo is a sophisticated firm. The personal care and attention showered on clients by the partners is great for closely-held businesses that want excellent service from very knowledgeable attorneys.

Dexter Hamilton, Esq., Cozen O’Connor