Cases
Representative Matters: Corporate Transactions, Corporate Governance,
Shareholder Disputes: Mr. Kalikman has advised many public
private companies
closely held businesses in a broad range of corporate, finance,
real estate matters. He has substantial experience in representing boards of directors, individual directors,
officers of companies in corporate governance matters
shareholder disputes, including breach of fiduciary duty
alter ego issues.
Representative matters include: Represented New United Motor Manufacturing, Inc. (NUMMI), the last vehicle assembly plant in California
one of the largest employers in Alameda County, in extensive negotiations with Toyota Motor Corporation, NUMMI's 50 percent shareholder, after General Motors Corporation, NUMMI's other 50 percent shareholder, filed bankruptcy. Working closely with NUMMI's board of directors, Mr. Kalikman negotiated with representatives of Toyota
several of its affiliates. Those negotiations culminated in the establishment of a $250 million financial support package for NUMMI's salaried
hourly team members.
Represented a publicly traded company based in San Francisco
its board of directors in various disputes involving significant shareholders
former officers
directors of the company.
Represented the Special Committee of a board of directors of a research
education foundation to advise the Committee regarding various issues in dispute among the board's members, including the respective rights to certain intellectual property asserted by the foundation
one of its board members
the respective rights under an arbitration agreement between the foundation
one of its board members
the board's obligations under an above-market commercial lease.
Represented parties that acquired substantially all of the assets of a company in a Chapter 11 bankruptcy case
continued to represent those parties against claims asserted by former officers, directors,
shareholders of the company in state
bankruptcy courts in California
in Chancery Court in Delaware.
Represented the chairman of the board of directors of a group of closely held corporations in shareholder disputes regarding the disposition of commercial real estate located throughout the United States.
Represented an oil
gas company
its board of directors in disputes with the company's former president, who became the subject of a Chapter 11 bankruptcy case.
Real Estate Transactions
Disputes
: Represented affiliated companies that originally owned a minority general partnership interest
1 percent limited partnership interest in a partnership that owns a large affordable housing facility for seniors. After various disagreements arose among the owners of other general
limited partnership interests in the facility, Mr. Kalikman represented his clients in multi-million-dollar disputes that were mediated, arbitrated,
litigated in California
Massachusetts. Following the successful resolution of all of those matters,
after his clients closed a $35 million refinancing of the first mortgage loan on the facility, Mr. Kalikman
his colleagues in the Firm's Financial Services Litigation, Corporate & Finance,
Tax practice groups, working collaboratively with their clients, devised a restructuring strategy that resulted in the clients becoming the sole owners of the partnership that owns the facility.
Represented three affiliated hedge funds in litigation among 19 parties involving various loans made in connection with the development of time-share resorts in California, Hawaii,
Canada.
Represented the borrower in an $81 million refinancing of a first mortgage loan secured by an affordable housing facility for seniors.
Represented a Taiwanese limited partner in a partnership dispute among the owners of one of the largest resorts in Hawaii.
Represented several parties in their multi-million-dollar sale of their member interests in a limited liability company developing a 300-unit apartment/condominium project in downtown Philadelphia.
Represented several limited partners in the $50 million sale of a 302-unit apartment complex in Philadelphia to an affiliate of Berkshire Income Realty Inc.
Represented a money center bank in what was then the largest real estate workout in Pennsylvania. Successfully resolved the matter by negotiating
documenting the restructuring of the indebtedness secured by many of the affiliated borrowers' properties,
selling the remaining loan portfolio to a third party.
Represented commercial l
lords in unlawful detainer litigation, as creditors in Chapter 11 bankruptcy cases throughout the U.S.,
in other l
lord - tenant matters.
Creditors' Rights
Business Restructuring : Mr. Kalikman has represented money center banks, investment banks, hedge funds, private equity
venture capital investors, real estate investors,
other secured
unsecured creditors in financial restructuring, commercial financing, loan documentation, secured transactions, workouts, bankruptcy, secured creditor enforcement,
other transactional
litigation matters. He has also represented numerous Fortune 500 companies
major European, Latin American,
Pacific Rim businesses.
Representative cases include: In In re Enron Corp., et al ., worked with a team of lawyers serving as co-counsel to the Official Committee of Unsecured Creditors.
In connection with the bankruptcy case filed by General Motors Corporation (GM), represented New United Motor Manufacturing, Inc. (NUMMI) in a broad number of complex matters relating to NUMMI's eventual closure. Filed a $500 million claim in GM's bankruptcy case
negotiated
documented a $250 million financial support package with Toyota Motor Corporation
several of its affiliates to fund transition support for NUMMI's salaried
hourly team members.
In In re Harder , represented the debtor-in-possession in the largest Chapter 11 bankruptcy case ever filed in Oregon. The case involved over 200 assisted living facilities in 37 states, more than 100 institutional lenders asserting secured claims of $1.8 billion,
2,000 unsecured creditors
investors asserting claims in excess of $600 million.
In In re Winterl
Concessions Co ., represented Signatures Network, Inc., the leader in the entertainment/music artist tour merch
ising industry, in its successful bid to acquire the debtor's assets.
In In re Los Medanos Health Care Corp ., represented the Official Committee of Unsecured Creditors in the largest Chapter 9 case ever filed in Northern California.
In In re Commonwealth Equity Trust , represented the reorganized debtor in the largest bankruptcy case ever filed in the Eastern District of California.
In In re Hamilton Taft & Co ., represented The Oakl
Athletics Baseball Club
Payless Shoe Source.
After California enacted legislation in 2012 requiring a local public entity to engage in mediation with its principal creditors before being authorized to file a municipal bankruptcy case under Chapter 9 of the Bankruptcy Code, Mr. Kalikman was selected by the parties to serve as the mediator in one of the first cases arising after the passage of the new state law.
Real Estate Lending : Mr. Kalikman has represented money center banks in the negotiation, documentation,
restructuring of commercial real estate loans
in the sale of real estate loan portfolios.
Financial Services : Mr. Kalikman has created form loan
security
credit facility documentation for a money center bank, a major U.S. manufacturer of home
hardware products, a leading international electronics manufacturer,
an international pharmaceutical services provider.
He has represented institutional lenders located in the U.S., the U.K., Germany, Japan,
Australia in the negotiation
documentation of asset-based, real estate, construction, acquisition,
working capital loans.
Represented a specialty lender
six of its affiliates in the negotiation
documentation of a $100 million credit facility that enabled the lender to establish
fund a first-of-its-kind, asset-based lending program secured by fine art.
Financial Services Litigation : Mr. Kalikman has represented regional banks, money center banks, credit card companies, hedge funds,
investment banks in litigation in state court, federal district court,
bankruptcy court,
in arbitration proceedings.
Structured Finance : Mr. Kalikman has substantial experience in structured finance transactions, asset-back securitizations,
the workout, restructuring,
refinancing of complex securitized
structured financings.
He has significant experience in the issuance of true sale, true transfer,
substantive non-consolidation opinions in real estate
intellectual property securitizations.
In the first securitization to use a new asset class - theatrical film rights - as collateral, he participated in structuring the bankruptcy-remoteness of the transaction, a $525 million non-recourse debt facility.
