Robert Wynner advises privately held companies and their owners in structuring, negotiating, and closing strategic transactions and as outside general counsel. His deal portfolio includes a range of mergers, acquisitions, capital raising, and private securities for clients involved in software, technology, consumer products, fintech, biotech, information technology, and insurance. Rob’s general corporate counsel is broad, extending from equity and debt financings and agreements to licensing, joint ventures, stock, phantom stock and cash incentive compensation plans and succession plans.
I listen carefully in order to understand the client’s goals, challenges and concerns. Once I understand, I collaborate with the client to identify a strategy to achieve those goals, overcome those challenges and address those concerns. Sometimes we develop multiples strategies and we often refine them as we work together. Execution on the strategy requires regular communication and diligence. We work hard to deliver quality work on time. We negotiate on behalf of our clients to achieve their goals, while always keeping in mind that the goals of the other transacting parties must also be achieved in order to complete deals.
Our clients cover a wide variety of industries. We work quickly to gain an understanding of those industries and how our clients participate in them. We have depth in technology, software, consumer products, consumer services and information technology. Our clients are at the forefront of several developing industries such as fintech. They are also involved in more traditional industries such as real estate, restaurants, manufacturing, distribution, information technology, insurance, fintech, and technology.
Our clients want to complete deals without creating unnecessary legal exposure. They want efficient legal work without cutting corners. They also want responsiveness so that they can convey information and receive advice on their schedules in order to complete their goals. We pride ourselves in understanding these issues and addressing them through responsive, thoughtful and efficient legal work.
We are called on to protect our clients’ most valuable assets. In most instances, they either created or acquired the businesses they own and these businesses often represent a significant portion of their net worth. Moreover, these businesses provide for the care and well-being of their employees and customers. We are trusted with key transactions that are intended to grow those businesses, protect them or convert them into other assets at sale. We navigate our clients through these often complex transactions to achieve their goals.
I own it. Every client issue, every concern, every challenge. I own them with the client so that the client knows I am there for them. It’s in the language that I use – “we” “us” “our” – all part of being a team. As a soccer player, I understand how teams work and how each person who is part of a team can make a huge contribution to achieving great success. I view myself as part of the client’s team and I work hard to be an integral part. That requires me to be responsive, accessible and thoughtful all of the time, and particularly when we are involved in a transaction.
The work we do allows clients to achieve their goals while protecting their interests. Acquiring a business while identifying risks through due diligence. Negotiating representations, warranties and indemnity limits when selling a business to protect value. Structuring equity to achieve investor and founder goals when raising capital to grow businesses. Our experience allows us to quickly identify issues and work through win-win solutions that complete deals.
Our work enhances client understanding of potential risks and rewards. We work to structure transactions creatively so they get done, while at the same time minimizing potential risks. We add value by understanding the client’s business and then bringing our legal expertise into that business to find practical solutions that will be acceptable to all involved. We are asked to work on complicated transactions and issues because our involvement leads to efficient completion and resolution.
Our representation of a client in the acquisition of a highly regulated fintech business. The initial acquisition required us to negotiate with a large institutional owner of a struggling business and its management. The client identified the opportunity and we worked quickly to negotiate and structure the acquisition. The business struggled at first, but then began to grow under the client’s guidance. We were then called on to complete the first of what would become several financing rounds from a family office private equity firm. Those financing rounds required creative structuring and quick negotiation and documentation. They led to additional acquisitions of larger competitors, who were represented by some of the largest law firms in the world. Those acquisitions required us to develop multiple strategies to acquire both on and off-shore entities and businesses through mergers, stock acquisitions and asset acquisitions. We successfully completed those transactions for our client who continues to grow and succeed.
Finding solutions that achieve client goals and at the same time achieve the other party’s goals. This win-win mentality can move mountains for everyone involved in a deal. This is what I love about working on transactions – the solution has to work for everyone. When it does, the deal is successful.
Mergers & Acquisitions
- Represented global IT consulting and software services company in its sale of a majority equity interest to a Canadian based global business process and IT services company.
- Represented a privately-owned meat manufacturing company in its sale to a national foodservice distributor.
- Represented cosmetics manufacturer in its sale to private equity backed strategic buyer.
- Represented founder of athletic lifestyle clothing brand in connection with majority equity interest sale to private equity company.
- Represented financial technology company in its strategic acquisition of payment card processing company.
- Represented US-based money transfer business in acquisition of money order company.
- Represented 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. On our client’s behalf, we negotiated an increased purchase price with the buyer, for a successful close.
- 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.
Corporate & Business Law
- Outside general counsel for furniture and home products company.
- Outside general counsel for information technology services and hardware distributor company.
- Outside general counsel for restaurant chain operator.
- Outside general counsel for SAAS developer.
- Working closely with our client’s officers and other advisors, established a new growth strategy and exit plan that the client enthusiastically supported and implemented. Plan included new equity financing.
- Assisted client in developing a new line of business, including hiring a management team, developing a strategy and positioning the new business for venture financing. Later, negotiated agreements with investment bankers for venture financing and in structuring, negotiating and documenting multiple rounds of financing.
- 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 our clients’ customers to access their insurance in the event of lost data.
- Represented real estate fund in private placement offering for acquisition of multi-family real estate assets.
- Represented restaurant franchisor and operator in private placement offering for additional restaurant locations.
- Represented US-based money transfer business in private offering of preferred units to investor.
- Casa Pacifica:
- Board of Directors, 2010 – present
- Pro bono legal services provider
- Casa Pacifica Amigos, member, 2005 – present
- Named “2009 Amigo of the Year”
- Provisors: Member (Westlake Village II)
- AYSO: Youth soccer coach, referee and volunteer
- The Jewish Federation of Greater Los Angeles:
- Jewish Business Leaders, Member
- Jewish Business Leaders Men’s Night Out, Co-Chair
- Mental Health America:
- Board of Directors, 1997 – 1999
- Pro bono legal services provider
- Volunteer supporter, 1997 – present
- Athletes Touch: Member (Westlake Village)
- CPA Law Society of Ventura County: Member
Our litigators protect what our business clients and transactional attorneys have built together.