Cases
Experience: Lead Independent Counsel to Special Committee of Board of Directors of NYSE-listed company: Serve as lead special counsel to special committee of the board of directors with regard to strategic alternatives, up to
including a potential sale of the company. Advise outside directors with regard to fiduciary duties in connection with unsolicited bids
other corporate governance matters. Advise outside directors in connection with securities law compliance
SEC reporting.
Lead Mergers & Acquisitions Counsel for Oncocyte Corporation: Successfully lead multiple multi-million dollar acquisitions of diagnostic companies by Oncocyte Corporation (NASDAQ: OCX).
Lead Independent Intellectual Property Licensing Counsel to Twitter on its $1.05 Billion Disposition of MoPub: Negotiate
advise Twitter (NYSE: TWTR) in multiple IP, API
content license
asset purchase agreements.
Lead sell-side counsel in add-on acquisition by Trinity Hunt Partners, a pri vate e quity fi rm with over $1 .2 B illion of A ssets U nder M anagement: S uccessfully consummated the sale of a California headquartere d engineering company to a growth-oriented, middle market private equity firm headquartered in Texas.
Strategic Ad vi sor to Bison Capital Asset Management: Advised partners of a growth-oriented, middle-market, private equity firm with over $1Billion of total invested capital re s tructuring joint ventures between majority-
minority-owned business enterprises (DBEs, MBEs
WBEs).
Interim Assistant General Counsel for a leading technology company providing connected health
safety solutions: Provide day-to-day support on legal matters for on-going operations, customer relations, licensing, health tech
other commercial contracts. Draft, negotiate
administer agreements, including marketing, vendor, service, manufacturing, non-disclosure
software licenses.
100 million joint venture for U.S. venture fund: Represent a U.S. venture fund regarding $75 million investment in a Brazilian clean technology company
an additional $25 million investment in Brazilian joint venture for ethanol inventory management.
Acquisition transactions for Quest Diagnostics Incorporated: Represent Quest Diagnostics Incorporated (NYSE: DGX), a leading provider of diagnostic testing, information
services, in multiple acquisition transactions.
Acquisition of retail stores for Starbucks Corporation: Represent Starbucks Corporation (NYSE: SBUX) in its acquisition of multiple retail store locations from a regional coffee company retailer.
Post-acquisition integration for global pharmaceutical manufacturer: Represent a global pharmaceutical manufacturer in post-acquisition integration of legal entities involving U.S., Dutch, Swiss, Luxembourg, Mexican
other Latin American entities.
$60 million disposition of business assets: Represented YP, the largest local search, media
advertising company in North America as IP counsel on Alpine's acquisition of YP's Earn Per Call business, advising YP on numerous IP transactional issues
preparing numerous agreements prior to closing.
Corporate Strategist for Grace Global Capital: Corporate strategist to the CEO of Grace Global Capital, an investment banking
financial advisory firm that provides mergers
acquisitions financial advisory, restructuring,
valuation to the insurance industry worldwide.
Master services agreement for diagnostic services: Lead a bioinformatics company in global master services agreement with Otsuka Pharmaceuticals.
Pre-merger counsel for global pharmaceutical company: Represent a global pharmaceutical company in its pre-merger, 50+ multi-country survey of local laws affecting critical contracts in Latin America, Asia Pacific, Europe, Africa, the Middle East
North America.
$190 million acquisition for Arizona Public Service Company: Represent Arizona Public Service Company (NYSE
PSE: PNW), an electric utility that provides retail
wholesale electric service to most of the State of Arizona, in its $190 million acquisition of 450-megawatt, natural gas-fired Sundance generating station from PPL Corporation (NYSE: PPL).
Rapid acquisition of telemedicine platform: Lead counsel to bioscience company in its rapid acquisition of a multi-state operated telemedicine platform in a distressed sale,
corporate restructuring.
Cross-patent license for emerging growth company: Lead an emerging growth company in enhanced oil recovery in a global cross patent license agreement with Chevron USA
numerous other supply, collaboration, investment
licensing matters.
International product supply, distribution, patent
software license agreement for U.S. consumer product company: Represent a U.S. consumer product company in global product supply, distribution, patent
software license agreements with Reckitt Benckiser.
Represent Fortune 100 healthcare services company in numerous commercial
joint venture transactions: Represent a leading provider of healthcare services in multiple joint ventures, software licenses, health tech
commercial agreements.
Global patent
know-how license for industrial chemicals: Represent a U.S. chemical company in patent
know-how license with a Japanese chemical company in connection with product development, manufacturing
distribution rights worldwide.
Clinical services agreements for oncology-focused biotechnology company: Represent an oncology-focused biotechnology company in intercompany clinical services agreements (with its major shareholder), IP
contract due diligence
securities disclosure compliance with regard to its development of a therapeutic vaccine for the treatment of melanoma.
Represent multi-clinic California corporation in hostile break-up of co-owned physician practices: Negotiate owner buy-out terms, allocation of assets
liabilities, assignment of real property leases
other third-party contracts, employee retention
termination
patient communication protocol.
IP license agreement for sports product company: Represent sports product company in exclusive, multi-country patent, trademark
know-how license agreement with BIC Sports.
Patent license agreement for a U.S.-based university: Represent a university spin-off in patent license agreement with international oil company covering two countries
the North Sea.
Corporate restructuring for an international company: Represent a multi-billion dollar international company with headquarters in Southern California in the corporate restructuring of its Malaysian subsidiary.
$53 million private placement for regional center: Represent a U.S.-based EB-5 regional center in $53 million private placement offering for China, Russia, South Africa
Mexico.
License agreements for a biomedical device company: Represent a U.S.-headquartered biomedical device company in international distribution
license agreements in the Middle East, Europe
Asia.
License
supply agreements for public-reporting company: Represent a public-reporting company in multiple research, development, license
supply agreements for skin products with SkinMedica, Inc., Biozhem Cosmeceuticals
Inamed Corporation.
Securities
law compliance matters for Arizona Public Service Company: Represent Arizona Public Service Company (NYSE
PSE: PNW), an electric utility that provides retail
wholesale electric service to most of the State of Arizona, in federal
state securities law compliance matters, including a legal opinion for a $300 million shelf debt offering
reporting
NYSE listing compliance.
Supply
distribution agreements for global manufacturing company: Represent a global manufacturing company, specializing in plastics, in international
domestic supply
distribution agreements with Eli Lilly & Company, Wyeth Pharmaceuticals, BioProcessors
Safety Syringes.
Joint venture for international publicly-traded company: Represent an international publicly-traded company in a joint venture with a minority owned business enterprise (MBE) in connection with a manufacturing
supply agreement with Proctor & Gamble.
Counsel for research
human therapeutics development company: Represent a biomedical research
human therapeutics development company in MCRADA
MTA-CRADA with U.S. Centers for Disease Control
Prevention (CDC)
Center for Biologics Evaluation
Research (CBER).
License agreements for global technology company: Represent a global technology company in distributorship
license agreements in Costa Rica, the Dutch Antilles, Suriname
Costa Rica. Advise U.S. electronics company on distribution agreements in Latin America
the Dutch Antilles.
General corporate counsel for Rubio's Restaurants Inc.: Represent Rubio's Restaurants, Inc., a public-reporting company that owns
operates over 150 fast-casual Mexican restaurants, in general corporate
contract matters
SEC reporting.
Follow-on offering for Endocare Inc.: Represent Endocare, Inc., a specialty medical device company that develops, manufactures
distributes healthcare products for cryoablation for the treatment of prostate, renal, liver
lung cancer, in a $78 million follow-on offering.
Lead Counsel to former Directors
General Counsel of NYSE-listed company post-bankruptcy: Successfully won bankruptcy court approval for release from automatic stay for payment of defense legal fees
settled securities class action claims filed against former directors
General Counsel.
