Business & Corporate
Counsel Regarding Investment in Long-Term Care Pharmacy
Represented a private equity investor in its investment in a long-term care pharmacy.
Counsel in Acquisition
Represented an investor in the acquisition of a hospice agency.
Counsel to Orthopedic Practice in Private Equity Transaction
Represented an orthopedic practice with multiple locations, imaging centers and surgery centers in a transaction with a private equity investor.
Counsel to Home Health and Hospice Entities
Represented multiple home health and hospice entities in a transaction with a private equity investor.
Counsel to Ophthalmology and Surgery Centers
Represented ophthalmology practices with surgery center investments in transactions with private equity investors.
Counsel to Community Banks Regarding Regulatory Matters
Counseled community bank clients on expansion of products and services, including outlining regulatory expectations and guidance related to offering new products and services.
Counsel for Large Regional and Community Banks in Mergers & Acquisitions
Represented large regional and community bank clients in applications for approval of mergers and acquisitions of bank and non-bank entities.
Counsel to Numerous Physician Groups and Dental Offices Regarding MSOs and DSOs
Represented multiple physician groups and dental offices with relationships with management service organizations (“MSOs”) and dental service organizations (“DSOs”).
Counsel to MSOs in Acquisitions
Represented multiple MSOs in the acquisition of non-clinical assets and non-clinical management of medical practices.
Counsel to Numerous DSOs in Acquisitions
Represented multiple DSOs in the acquisition of non-clinical assets and non-clinical management of dental offices.
Counsel Regarding CLIA - Certified Clinical Laboratory
Represented an entity in an acquisition of a CLIA-certified clinical laboratory.
Counsel to Receiver
Counsel to receiver regarding federal firearms license holder engaging in sale and renting of firearms, and separate sale of real property and business assets/operations, including privileged licenses, to generate recovery for creditors.
$50MM+ Saved in Property Tax Over-Assessments
Represented a national private equity company in connection with serial over-assessment of a power plant for property tax purposes. To date, the client has saved an estimated $50MM in taxes, a sum which is expected to increase.
Counsel to Community Bank Regarding Anti-Money Laundering Compliance
Review and drafting of policies and procedures for community bank client regarding anti-money laundering compliance.
Power Project Funding
Provided local counsel with respect to several billion dollars in acquisition financing or refinancing of power project funding.
Counsel for Electric, Gas, Water and Sewer Utilities
Since the 1980s, served as counsel for Illinois electric, gas, water, and sewer utilities on general revenue requirement rate cases and various ICC initiatives and rulemakings pursuant to the landmark Illinois Customer Choice law.
Counsel to Media Company
Represented a media company where following its purchase by a private equity company, we established processes to reclaim a substantial number of franchised territories after their defaults.
Counsel to Franchisees
Represented franchisees for various national franchises on numerous issues including the sale and acquisition of existing franchises.
Counsel to International Contract Manufacturer in $35MM Credit Facility
Represent international contract manufacturer in negotiating a $35MM credit facility comprised of revolving line of credit and mortgage loans, from one of the largest commercial banks in the United States.
$42MM Multinational Credit Facility and Recapitalization
Counsel to a private equity portfolio company in a $42MM, multinational credit facility and recapitalization.
General Legal Counsel to Food Ingredient Manufacturer
Represent food ingredient manufacturer owned by descendants of the founders in general legal matters including negotiating and interpreting business contracts, managing stockholder relationships, maintaining best governance practices, and advising exit strategies.
Acquisitions by Nasdaq Traded Manufacturing Company
Counsel to a Nasdaq traded manufacturing company on numerous acquisitions as part of an industry rollup in multiple states. The enterprise value was in excess of $100MM.
Counsel to Manager of Statutory Trusts
Represent manager of multiple Delaware statutory trusts that purchase state of Illinois accounts receivables and the related payment penalties.
Counsel to Large Private Equity Company
Frequent counsel to a large private equity company assisting with pre- and post-closing legal infrastructure analysis and operational transition with transaction values varying from $50MM to $1.5B.
Disposition of Assets to India Company
Counsel to manufacturing company in disposition of manufacturing assets and separately held intellectual property rights to an India publicly traded company.
Tax Counsel to Global Food Service Equipment Manufacturer
Counsel to global food service equipment manufacturer for annual tax credits, IRS and State tax representations resulting in more than $40MM in tax benefits, including research tax credit and state job growth and retention tax benefits.
Tax Counsel to Global Food Service and Uniform Supplier
Counsel to global food service and uniform supplier for research tax credit management and IRS representation resulting in more than $20MM in tax refunds and annual tax benefits.
Counsel for Businesses
Provided counsel to numerous business entities including a large restaurant franchisee in Nevada and California, small and mid-size medical practitioners in Nevada, contractors and construction companies in Nevada and surrounding states, and architects in Nevada and California.
Multi-State Acquisition Rollup
Counsel to industrial service provider in a multi-state acquisition rollup of six industrial service provider companies. The enterprise value was in excess of $100MM.
Counsel to Financial Institutions
Represented multiple financial institutions in real estate, construction, and working capital financing transactions, including lead negotiation and drafting of credit agreement, promissory note, mortgage, assignment of leases, security agreement, and other ancillary documents related thereto.
Counsel on $1MM Easement for Telecommunications Equipment
Counsel to a building owner in developing, negotiating, and drafting a $1MM roof top access easement for telecommunication equipment company with an ongoing monthly residual to building owner as new telecommunication equipment companies access the site.
National Bankruptcy Counsel in "Mega" Chapter 11 Cases
National bankruptcy counsel for publicly traded commercial landlord in "mega" Chapter 11 cases throughout the United States. Recent representative cases include the following: Payless Holdings LLC (Bankr. E.D. Mo., Case No. 19-40883), Frank Theatres Bayonne / South Cove LLC (Bankr. D.N.J., Case No. 18-34808), Sears Holdings Corporation (Bankr. S.D.N.Y., Case No. 18-23538), and Mattress Firm, Inc. (Bankr. D. Del., Case No. 18-12241).
General Counsel for Private Companies
Acted as general counsel to several private companies as well as a private K-8 school, responding to day-to-day legal issues as they arose.
Acquisition of Automotive Dealerships
Lead counsel in acquisitions and sales of automotive dealerships.
Counsel to Employers in Defined Benefit Pension Plans
Advised multiple employers in connection with termination of defined benefit pension plans and de-risking and annuitizing pension plan liabilities.
Unclaimed Property Audit
Represented a multinational corporation in unclaimed property audit and voluntary disclosure.
Counsel to Municipality on $28MM Sportsplex Facility
Counsel to municipality for a $28MM, 140,000 square foot sportsplex facility including site acquisition and financing, as well as negotiating all design build contracts, leases, and property management agreements.
Long-Standing Counsel to Casino Entertainment and Gaming Manufacturers
24 years of experience as in-house and outside counsel to casino entertainment and gaming manufacturers and distributors. Provide business focused legal advice in the areas of transactions, intellectual property, gaming compliance, and public company reporting.
Negotiated the terms of multimillion-dollar gift agreements with charitable organizations.
Tax Planning for Mergers & Acquisitions Transactions
Represented numerous private entities in tax planning for domestic and international M&A transactions.
Counsel to Municipality on $14.5MM Development
Counsel to a municipality in $14.5MM case of first impression regarding a public/private residential real estate development using the municipality's Brownfield Redevelopment Authority for project financing to redevelop 82 acres of previously vacant/obsolete property.
Mergers & Acquisitions Financing
Represented numerous borrowers in M&A financing.
Securities Offerings in Capital Raises and Entity Organization
Counsel on securities offerings to multiple broker-dealers and entrepreneurs in capital raises and entity organization for a myriad of ventures, such as wine production, real estate (commercial/residential, assisted living), food services, automotive, manufacturing, IP licensing, and tech start-ups.
Counsel to Food Service Provider
Counsel to food service provider on all matters including franchise matters, food commissaries/distribution, litigation, tax compliance, and real estate transactions.
Counsel for Biotechnology Company
Primary outside counsel for a Michigan based biotechnology company in the area of medicinal chemistry.
Counsel to Healthcare Providers
Counsel to healthcare providers/physician groups in partnership and ACO formations, regulatory compliance, and deal structure.
Counsel for Broker Dealer
Counsel to broker dealer on capital raises, private placement memoranda, securities offerings, entity formation, and non-competes.
Federal Government Earmarks $1MM for Public Safety
Obtained a $1MM public safety federal earmark for a 12-community public safety consortium.
Counsel on Real Estate Matters
Represented sellers and purchasers in over $500MM in real estate assets including personal residential, shopping centers, restaurants, manufacturing facilities, office buildings, hotel complexes, and other commercial portfolios.
Counsel to 911 Public Service Provider on $12MM Facility Upgrade
Counsel to local 911 public service provider on $12MM facility upgrade, including cell tower acquisitions/access agreements, public finance, contract negotiations with equipment manufacturers, and amending state legislation allowing the 911 public service provider to pledge its 911 revenues in order to finance the project.
Real Estate Development – Tax Incentive-Based Financing Packages
Advised on and closed over $150MM in real estate development transactions, including securing tax incentive-based financing packages within the state of Michigan.
Opportunity Zone Funds
Successfully advised on and structured numerous opportunity zone funds for the financing of qualified opportunity zone businesses and the redevelopment of qualified opportunity zone properties.
Lead Counsel for LLCs and Partnerships
Lead counsel for the formation, organization, and maintenance of numerous corporate partnership and limited-liability company clients, as well as for audit inquiry responses and resident agent matters.
Tax Credits on Behalf of Global Leader in Paint Finishing Systems
Counsel to global leader in paint finishing systems for tax credit and incentive advisory services resulting in more than $8MM in cash grant and property tax abatements for plant rehabilitation and expansion project.
Counsel for Major Electric and Gas Utility in Reorganization Proceedings
Served as counsel in reorganization proceedings, including holding company formation of a major electric and gas utility, its sale to a global energy company, and state regulatory approvals of acquisitions of utility companies and power plants.
Lead Counsel for Various Corporate Transactions
Lead counsel for a variety of corporate, commercial, construction, and real estate transactions.
Trust & Estate Planning
Assisted business owners, executives, and various individual clients with business and estate planning needs to transfer an increased portion of their assets to beneficiaries on an after-tax basis by utilizing wills, living trusts, irrevocable gift and insurance trusts, family limited partnerships, and a variety of other probate avoidance and/or tax advantageous business entities.
Counsel for Construction Matters
Advised on a variety of construction projects for both gaming and non-gaming clients.
$9MM in Tax Credits Obtained for Real Estate Development Group
Counsel to a private real estate development group for syndicated tax credit and economic incentive loan structure, resulting in nearly $9MM of available tax credits and low interest rate financing for new hotel and multi-use commercial development project.
Counsel to Employer in Affordable Care Act Matters
Successfully reduced or eliminated IRS assessment of employer shared responsibility penalties under the Affordable Care Act.
Counsel to Financial Institutions in Contested Mortgage Foreclosure Matters
Represented financial institutions in contested mortgage foreclosure cases including a lien priority dispute between the client and another financial institution stemming from the borrower's failure to close a line of credit with second lender. Obtained a judgment in favor of the client holding that client's lien was in first position.
Counsel to Landlords and Tenants
Represented landlords and tenants in a wide variety of simple and complex matters, including lease negotiations, evictions, commercial eviction defense, and lease workouts.
Counsel in Equity and Asset Sales
Represented sellers and purchasers in over $100MM in equity and asset sales involving franchises, restaurants, construction, manufacturing, and other commercial enterprises.
Outside General Counsel
Outside general counsel to a wide variety of middle market, privately held, and public companies with annual revenues ranging from $50,000 to over $100MM.
$540MM Stock Purchase and Recapitalization of Manufacturing Company
Lead negotiation, drafting, and due diligence review for a $540MM stock purchase and recapitalization of a major manufacturing company, including negotiating and drafting of a recapitalization agreement and schedules thereto, stockholders' agreement, seller's representative agreement, administrative liquidation agreement, registration rights agreement, redemption agreement, escrow agreement, and loan documentation for a credit facility and other ancillary documents.
Real Estate Purchase and Development Contracts
Lead negotiation and drafting of various diverse and complex real estate purchase and development contracts for numerous real estate developers/companies regarding the multiple takedown of real estate and negotiation of financings for the development of property(ies).
Counsel for Commercial Landlord and Tenant Clients
Lead negotiation for various landlord and tenant clients, including multi-national clients, regarding all aspects of their commercial, office, and retail leases, including co-tenancy issues both in the United States and Canada.
Counsel on Private Wealth Lending
Lead negotiation for various banking clients with respect to their private wealth lending nationwide.
Counsel Regarding Demutualization of Two Insurance Companies
Advised Illinois Department of Insurance regarding first two insurance company demutualizations approved under the Illinois Insurance Code.
$23MM Purchase of Large Apartment Complex
Lead negotiation for $23MM purchase of a 208 unit apartment complex in McHenry, IL, including all purchase and sale documents and due diligence matters.
$8.5MM Purchase of Office Complex
Lead negotiation and drafting of commercial loan documents for a Chicago client for the financing of an $8.5MM purchase of an office complex near Chicago's O'Hare Airport.
Counsel for Lease to Cell Phone Tower Operators
Lead negotiation for a Chicago client to protect its interests in real estate at an office complex where the client sought to lease, through easements, the entire roof to cell phone tower operators; included negotiation of all documentation.
Counsel on LLC Agreement Involving Major Restaurant Chain
Acted as lead counsel in the negotiation and drafting of a complex limited liability company agreement, which assembled twelve distributors of a major restaurant chain seeking various economies of scale with respect to information technology.
Sale of Aluminum Smelting Plant
Acted as lead counsel in the negotiation and drafting of an Asset Purchase Agreement and Real Estate Sale Contract for the $9MM sale of an aluminum smelting plant in Alabama. As seller was a Chapter 7 debtor in bankruptcy, the work entailed extensive involvement with the bankruptcy court regarding approvals by the court, and extensive negotiation with the seller's creditors regarding their approval of the sale.
Purchase of Office Complex
Served as primary attorney with respect to the $3MM purchase of an office complex in Oak Brook, Illinois.
Sale of 37 Parcels – Cook County
Served as primary attorney for the simultaneous sale of 37 parcels of real estate in Cook County, Illinois for a bank client.
Sale of 300 Lot Subdivision
Acted as lead counsel in the negotiation and drafting of a purchase and sale agreement for a 300 lot subdivision in Sandwich, Illinois.
Sale of 150 Lot Subdivision
Acted as lead counsel in the negotiation and drafting of a purchase and sale agreement for a 150 lot subdivision for Lighthouse Pointe in Illinois.
Counsel to Developers
Serve as counsel to a number of developers with respect to their purchase and sale of real estate, and related financing and development, including condominium development.
Counsel to Chicago Lender in Florida Shopping Center Purchase and Development
Lead negotiation for a Chicago lender of $6.5MM to finance the purchase and development of land in Florida for a shopping center, including construction loan and end financing. We also lead negotiation of the loan restructuring due to the downturn in Florida real estate.
Lead negotiation for the Restaurant Finance Group of a bank vendor financing company regarding loan facilities for the purchase and construction of Applebee's and KFC franchises throughout country.
Lead negotiation for restaurant client with respect to all of its restaurant leases in multiple downtown Chicago locations.
Lead negotiation for a manufacturing client of office leases for its Elk Grove Village and Collar County locations.
$29MM Credit Facility for Publicly Traded Contract Manufacturing Company
Lead negotiation and drafting of documentation for a $29MM credit facility for a publicly traded contract manufacturing company and its subsidiaries, including negotiation and drafting of loan and security agreement and schedules thereto, promissory notes, joint and several guarantees, subordination agreements, indemnity agreements and landlord waivers, along with other corporate documentation and consents, including director consents.
Lead negotiation and drafting of Facilities and Data Processing Management Services Outsourcing Agreement for a major client that provided for the outsourcing of all of the operation, maintenance, management, and processing of the client's computer system to a third party.
Served as primary attorney for a client with respect to negotiating and drafting of licensing agreements, including computer software, and trademark and copyright applications and issues.
Sale of Consulting Company
Lead negotiation of a $7MM asset sale agreement for sale of Chicago division of large, diversified consulting company.
Counsel Involving UCC Articles 2, 8, and 9
Served as primary attorney for a client with respect to the drafting and review of a purchase order, invoice, and quotation terms and conditions of purchase for certain firm clients. The work involved extensive UCC Article 2, 8, and 9 issues.
$15MM Commercial Real Estate Mortgage
Lead negotiation and drafting of loan documentation for $15MM commercial real estate mortgage involving commercial mortgage backed securities, including negotiation and drafting of mortgage, promissory note, assignment of rents and leases, environmental indemnity agreement, guaranty of recourse obligations, asbestos operations and maintenance agreement, escrow agreement, subordination agreement, lock box agreement, and other ancillary documents.
Asset Purchase of Distribution Facility
Lead negotiation of the complex asset purchase of a distribution facility in Ohio, including negotiation and drafting of joint venture agreement, asset purchase agreement, management services agreement, purchase of real estate, and negotiation of terms of credit facility.
Sale of Equipment Leasing Company
Lead negotiation of complex asset sale agreement of equipment leasing company.
Sale of Real Estate at Manufacturing Facility
Served as primary attorney with respect to the $6MM sale of part of the real estate at a manufacturing facility in Illinois, which involved the sharing of facilities between seller and buyer, complex cross easement agreements, and division of land and zoning issues.
Stock Purchase Agreements
Lead negotiation of multiple Stock Purchase Agreements for the $5MM purchase of all of the stock in various filter manufacturing companies in Indiana.
$15MM Direct Loan for Restaurant Sites
Lead negotiation for $15MM direct loan for a franchisee to finance the equipment purchase and development of restaurant sites for its franchise business. Real estate aspects of the loan transaction involved multiple takedowns and placements of mortgages in five states.
Equipment Leases and Financing
Served as primary attorney for a Chicago client with respect to negotiation and drafting of equipment leases and financing, including negotiation and drafting of loan documentation with respect to leveraged leases, including notes, security agreements, collateral assignments and notices of assignment. The work involved extensive UCC Article 9 issues.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents in Illinois for a:
- $9.5MM construction loan facility for self-storage facility in Glen Ellyn, Illinois.
- $15.4MM construction loan facility for senior assisted living facility in Wheaton, Illinois.
- $25.4MM acquisition loan facility for purchase of shopping center in Chicago, Illinois.
- $7.1MM term loan facility for self-storage facility in Chicago, Illinois.
- $2.4MM acquisition loan facility for purchase of shopping center in Lockport, Illinois.
- $6.7MM acquisition loan facility for purchase of self-storage in Elk Grove Village, Illinois.
- $11MM term loan facility for self-storage facility in Chicago, Illinois.
Counsel to The Martin-Brower Company
Served as counsel to The Martin-Brower Company, a leading distributor to McDonald's and other fast food and casual dining restaurants, for over 25 years.
Chapter 11 – $4.3MM Disposition of Over 30 Franchised Restaurants
Counsel for first-position secured lender in related Chapter 11 cases which culminated in the $4.3MM disposition of over 30 locations of franchised fast casual restaurants under Section 363 of the Bankruptcy Code.
Lead Counsel to U.S. Bank Consortium
Local counsel to a U.S. bank consortium in the foreclosure of a $432MM loan on, and subsequent $150MM marketing of, Strip-adjacent land zoned for a large gaming resort in Las Vegas, NV, and housing an existing 996-unit apartment complex.
Receiver for Medical Partnership
Court-appointed receiver in charge of the assets and legal affairs of an insolvent medical partnership that lost up to $8MM in embezzled funds.
Counsel to Distributors and Resellers
Represents distributors and resellers in domestic and international matters.
Handled numerous real estate transactions, including acquisitions, development, and leasing issues.
Established joint ventures and provided business formation services for new entities of domestic clients expanding globally.
Counsel on Energy Matters
Counsel on energy matters regarding regulatory issues arising out of a broad range of transactions and activities, certification requirements for competitive electric and gas suppliers, service territory disputes under the Electric Supplier Act, and power plant certification, cancellation, and retirement proceedings.
Mergers & Acquisitions
Handled numerous merger and acquisition transactions for privately held companies in various industries, including automotive, medical, aerospace, specialty chemicals, general manufacturing, and distribution.
Real Estate Commercial Leases
Prepared and negotiated leases/ground leases on behalf of numerous tenants including Buffalo Wild Wings franchisee, Ruby Tuesday franchisee, Big Boy International, Snap Fitness franchisee, Blackrock Bar & Grill franchisee, along with several commercial leases for office, warehouse and manufacturing space for local, regional and national corporate entities.
Counsel on Various Energy Matters
Counsel regarding annual reconciliation proceedings for electric, gas, and water and sewer utility automatic adjustment clause tariffs, utility customer complaint proceedings, utility rate design tariff filings, and approvals for service territory additions.
Purchase of Demutualized Life Insurance Company
Advised standby purchaser on first life insurance demutualization in Illinois and obtained approval of transaction by Illinois Department of Insurance.
Counsel to Minority Shareholder
Advised minority shareholder of closely held company with issues related to transition of ownership from older generation to younger generation. Representation related to ongoing management of company.
Construction Company Buyout
Represented the co-owner of a construction company in the buyout of his membership interest. We obtained a favorable settlement.
Counsel for Acquisitions in Chicago Opportunity Zones
Counsel to regional developer in acquisition, development, and financing of multiple mixed-use buildings in Chicago Opportunity Zones.
Counsel to Software Company
Represented seller of software company to a portfolio company of leading private equity firm.
Counsel on Multimillion-Dollar Sale of Majority Interest
Lead negotiation and oversight for multimillion-dollar sale of majority interest in two companies, including drafting of contribution agreement, operating agreements, non-competition agreements, consulting agreement, assignment documents, and other corporate documentation and consents.
Counsel to Seller in Financial Institutions Merger
Represented seller in a merger of regional financial institutions, successfully coordinated shareholder disclosure and vote approving unreduced supplemental pension payments to seller's key executives. The approval exempted the payments from treatment as parachute payments for tax purposes. Without shareholder approval, the seller's key executives would have received significantly reduced benefits.
Automotive Client's Acquisition of Aerospace Business
Counsel to global automotive client in its multimillion-dollar acquisition of an aerospace business with operations in the United Kingdom and Sri Lanka. Major responsibilities included leading the legal diligence process, coordinating with local counsel, and joint drafting and negotiation responsibilities of all transaction documents.
Acquisition of Retail Store Locations
Lead counsel to multiple Midwest cell phone master dealers in acquisition of retail store locations and continuous on-going day-to-day operations.
Counsel on Various Energy Matters Involving the ICC
Served as lead counsel regarding interventions in various ICC rulemakings, including ICC rules of practice, general filing requirements for utility rate increases, right of way acquisitions, customer payment, deposit rules, and appeals of ICC rate and rulemaking orders.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents in Florida for a:
- $5.3MM construction loan facility for self-storage facility in Orlando, Florida.
- $4.4MM construction loan facility for self-storage facility in Orlando, Florida.
- $9.9MM construction loan facility for self-storage facility in West Palm Beach, Florida.
- $4.8MM construction loan facility for self-storage facility in Tampa, Florida.
- $6MM construction loan facility for self-storage facility in Jacksonville, Florida.
Counsel on Legislative Proposals
Counsel on various legislative proposals to support utility related lobbying efforts.
Counsel to Contractor in $11.5MM Sale
Lead counsel to contractor in the sale of a company for $11.5MM, including negotiation and drafting of unit purchase agreement and schedules thereto, promissory notes, escrow agreements, employment agreements, and lease agreements, along with other corporate documentation and consents.
Counsel to Commercial Lender
Counsel to private commercial real estate lender relating to creation of multiple private investment vehicles to engage in more than $100MM of real estate secured loans.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents in Texas for a:
- $12.58MM construction loan facility for senior assisted living facility in Houston, Texas.
- $13.8MM construction loan facility for senior assisted living facility in Overland Park, Texas.
- $5.3MM acquisition loan facility for purchase of self-storage in Pasadena, Texas.
Relationship Management for Educational Non-Profit
Provided counsel to an educational non-profit entity by creating various consulting and service agreements to manage relationships with vendors, the facility, and other constituent relationships to provide a reliable path for meeting objectives going forward.
Counsel Regarding Critical Vendor Agreements
Negotiation and review of critical vendor agreements, including core processing agreements.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents in California for a:
- $13.35MM construction loan facility for self-storage facility in Los Angeles, California.
- $8.5MM construction loan facility for self-storage facility in Petaluma, California.
Represented client before PBGC in connection with post-pension plan termination audit, successfully resolving PBGC assertions regarding the miscalculation of plan benefits and numerous compliance related matters, resulting in PBGC's finding that no laws had been violated in connection with the pension plan's termination.
Special Counsel for Board of Medical Device Company
Special counsel to the board of a medical device company with products for tissue regeneration.
$50MM Software Licensing
Lead counsel in the negotiation and drafting of documentation associated with a $50MM software licensing transaction on behalf of a technology company in the gaming industry for an international cruise line company.
State Tax Incentives on Behalf of Tier I Automotive Supplier
Counsel to a Tier I automotive supplier for corporate relocation and a job growth package resulting in more than $8MM in state tax and economic cash incentives.
Research Tax Credits on Behalf of Global Leader in Industrial Packaging
Counsel to a global leader in industrial packaging products and services for research tax credit resulting in more than $5MM in additional research tax credits. We also helped secure a $7MM incentive package for a new investment in capital infrastructure and an operational improvement strategic initiative.
$29MM+ State and Federal Tax Incentives for Autonomous Vehicle Manufacturer
Counsel to an autonomous vehicle manufacturer for employment tax and real estate transaction support along with advising and securing a multi-state incentive package resulting in more than $29MM in state and federal incentives related to the growth and investment in new R&D and manufacturing operations as well as retaining and adding new jobs.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents in Wisconsin for a:
- $3MM construction loan facility for residential subdivision development in Merton, Wisconsin.
- $7MM acquisition and construction loan facility for hotel facility in Middleton, Wisconsin.
Counsel to Fertilizer Manufacturer in Acquisition and Environmental Matters
Represented a fertilizer manufacturing company in the acquisition and transformation from a traditional fertilizer manufacturing company into an innovative, environmentally friendly fertilizer, obtaining the transfer of environmental permits and the continued operation of the facility while undergoing the transformation process.
Counsel to Banks and Bank Holding Companies on Corporate Governance and Regulatory Matters
Advised bank and bank holding company clients on corporate governance requirements and regulatory expectations for new directors and senior executive officers.
Counsel on Workout Agreement
Led negotiation and drafting of complicated workout agreement between multiple creditors and debtors, including settlement agreement and promissory notes.
Counsel on Purchase of Insurance Business
Led negotiation and drafting for $2.3MM purchase of insurance business, including drafting of asset purchase agreement, disclosure schedules, assignment documents to transfer obligations to purchaser, along with other corporate documentation and consents, including director consents.
$80MM Acquisition of Medical Device Company
Lead counsel in the $80MM acquisition of a thermoplastic medical device company on behalf of a specialty plastics company.
$13MM Sale of Medical Diagnostic Imaging Business
Lead diligence process and had joint drafting responsibilities in the $13MM sale of a medical diagnostic imaging business to a private equity firm.
Counsel to Nevada Charter School in Acquisitions and Other Matters
Lead counsel to a Nevada charter school in the following matters: (1) $8.4MM and $3MM acquisitions of campuses in Las Vegas and Henderson, Nevada; (2) leasing of three campuses for 20 to 40 years; (3) construction of a new school facility on Nellis Air Force Base; and (4) numerous other matters, including student discipline, employment, public procurement, vendor, special education, and compliance matters.
Negotiation and Drafting of Commercial Loan Documents
Lead negotiation and drafting of commercial loan documents for a:
- $5.1MM construction loan facility for self-storage facility in Phoenix, Arizona.
- $14.4MM construction loan facility for senior assisted living facility in Fort Collins, Colorado.
- $13MM term loan facility for self-storage facility in Philadelphia, Pennsylvania.
Counsel to Private Investors
Represented private investors in negotiating loan documents and due diligence involving collateral.
Merger of Bank Holding Company
Counsel to a publicly traded bank holding company in connection with a stock-for-stock merger with large regional financial services company. We were responsible for negotiating the merger agreement, preparing the proxy statement, counseling board and shareholders regarding the transaction, and preparing the employment and incentive arrangements for certain continuing employees.
Counsel Regarding Purchase of Insurer and Redomestication
Represented buyer in purchase of a Massachusetts-domiciled insurer and redomestication to Nebraska.
Counsel to Tier I Automotive Supplier
Counsel to a Tier I automotive supplier in various OEM supply chain transactions, including resolution of complex supply chain dispute.
Residential Real Estate
Exceeded over $2B in residential transaction closings by volume.
Successful Settlement of Claim Against Non-Filing Spouse
Lead counsel defending non-filing spouse of business owner who was sued for the recovery of approximately $1.8MM in assets under theories of state and federal fraudulent transfer law and equitable theories regarding property she owned pursuant to long-standing estate plan. Negotiated settlement for 10% of the face amount of the claims.
Counsel Regarding National Expansion
Obtained certificates of authority for client to expand to more than forty jurisdictions.
Sale of Commercial Properties
Advised client in the $12MM sale of multiple commercial properties located in Detroit to a strategic purchaser.
Sale of Welding Products Manufacturer
Represented a welding products manufacturer in its sale of assets to a strategic buyer for approximately $10MM.
Counsel to Receiver
Counsel to receiver concerning failed consumer lending entity and formation of new entity to utilize its limited assets to generate substantial recovery for creditors.
Counsel to Holding Company
Counsel to real estate holding company regarding sale of real estate portfolio for more than $22MM.
$25MM Acquisition by National Nonprofit Health Club
Counsel to national nonprofit health club operator for $25MM acquisition and redevelopment of new headquarters complex, including negotiation and drafting of maintenance agreements, zoning variance planning, commercial leases, and parking facility sharing arrangements.
Lead Trial Counsel for Not-for-Profit Company
Lead trial counsel and outside corporate legal advisor for a not-for-profit company, which operates worldwide in the area of product certification and standards writing.
Counsel on Multimillion-Dollar Sale
Lead negotiation and drafting of multimillion-dollar sale of business with multiple locations, including negotiation and drafting of asset purchase agreements, disclosure schedules, assignment documents to transfer obligations to purchaser, along with other corporate documentation and consents, including director consents.
$16MM Sale of Building in Las Vegas
Lead counsel to a technology CEO in the $11MM purchase, and subsequent $16MM sale, of a Strip-adjacent, luxury residential/commercial building in Las Vegas, NV.
Real Estate Commercial Leases
Prepared and negotiated leases/ground leases on behalf of landlords who leased to national/regional companies (or their franchisees) including O'Reilly Auto Parts, Dollar Tree, CVS (and Arbor Drug), Family Dollar, Kroger, Sears Hardware, Emery Air Freight, Caribou Coffee, Tower Automotive, Papa Romano Pizza, The Private Bank, Northern Trust, Oppenheimer, Morgan Stanley, Blockbuster, Radio Shack, and Navistar.
Counsel to Non-Profits
Advised non-profit entities on complex dissolutions, mergers, and conversions.
$27.5MM Credit Facility in U.S. and Dominican Republic
Lead negotiation and drafting of $27.5MM syndicated credit facility in the United States and Dominican Republic.
Successfully Defended Uniform Fraudulent Transfer Act Claim in Bankruptcy Court
Successfully defended a Uniform Fraudulent Transfer Act claim in an Illinois bankruptcy court. The amount sought by the bankruptcy trustee exceeded $1MM. Our client prevailed in the trial court and the matter settled in a Seventh Circuit mediation for less than three percent of the original recovery sought by the trustee.
Flow-Through Withholding Audit
Represented a closely held energy company in Michigan flow-through withholding audit.
Counsel to Contractor in $17MM Sale
Counsel to contractor in sale of a company for $17MM, including negotiation and drafting of stock purchase agreement and schedules thereto, promissory notes, escrow agreements, employment agreements, and lease agreements, along with other corporate documentation and consents.
Counsel for Initial Public Offering for Bank Holding Company
Counsel to an Illinois based bank holding company regarding their restructuring and initial public offering, which was followed by a sale, in a stock-for-stock merger, to a large regional financial services company. We were responsible for drafting the restructuring documents, drafting and filing Form S-1 for the IPO, drafting the Nasdaq listing application, 1934 Act filings after the IPO, and counseling board and executives through the public sale process.
Sale of Manufacturer
Lead counsel in the sale of an aftermarket truck accessories manufacturer based in Michigan.
Counsel Regarding State Money Transmitter Licensing with FinCen
Assisted non-bank client with licensing requirements and approvals for state money transmitter license and registration as a money services business with the Financial Crimes Enforcement Network (“FinCEN”).
Counsel to Purchaser of Medical Laboratory
Represented purchaser of medical laboratory, expanding purchaser's national network of lab facilities.
Counsel on Sale to International Publisher
Led sale of niche textbook publisher to international publishing house.
Offshore Voluntary Disclosures
Represented a closely held company and numerous individuals in Offshore Voluntary Disclosure Initiative.
Sale of Tier I Manufacturer
Lead counsel in the sale of a Tier I automotive prototype manufacturer based in Michigan.
Counsel to Manufacturing Company in Alleged EPA Violations
Represented a manufacturing company in response to a grand jury subpoena issued by the ED of Louisiana for alleged criminal violations of EPA statutes, resulting in no indictment or criminal liability.
Protected NYSE® Corporation's Trademarks and Brand Name
Lead intellectual property litigation counsel for international NYSE® telecommunications and data center corporation in federal trademark litigation and strategic counseling to protect a worldwide brand name.
Counsel to Secured Lenders in Chapter 11 Matter
Counsel for first- and second-position secured lender in Chapter 11 case of company that produces and distributes bottled water and other complementary products in New York, Tennessee, and Texas. Negotiated terms of confirmed plan of reorganization (with credit enhancements of non-debtor entities) that resulted in payment in full of first-position lender's claim and second-position lender's allowed $2.5MM secured claim.
Counsel Regarding Branch Purchases
Represented bank and non-bank clients in applications for branch purchases from other financial institutions.
Counsel to a Technology Based Machining Company
Counsel to a technology based machining company assisting in the spinoff from a larger manufacturing concern, and served as a general counsel to the company in a variety of commercial transactions.
Acquisition of Dental Supply
Lead counsel to a dental supply company for add on dental supply acquisition.
Counsel to Secured Lender in Chapter 11 Matter
Counsel for first-position secured lender in chapter 11 case which culminated in the $7.8MM disposition of substantially all assets of a leading manufacturer of UL listed enclosures and fuel tanks for generator sets under Section 363 of the Bankruptcy Code.
Counsel Regarding Virtual Currency Business Applications
Assisted non-bank client with virtual currency business application requirements.
Sale of Engineering Services Firm
Lead counsel to an engineering services firm for sale of its business to a large privately held engineering services firm.
$116MM Sale of Hydroponic Business
Assisted in the legal diligence process and drafting ancillary transaction documentation in connection with the $116MM sale of a hydroponic business to a strategic buyer.
Regulatory Counsel on Sale of Life and Annuity Insurer
Acted as regulatory counsel on sale of an Illinois-domiciled life and annuity insurer to an Arizona-domiciled insurance group, including regulatory filings and approvals.
Counsel to Worldwide Leader of Film Equipment
Until its sale in 2014, served as counsel to the worldwide leader in manufacturing and sales of film printing, cleaning, and inspection equipment to the motion picture industry in addition to disc inspection and repair equipment.
Sale of Distributor
Lead counsel in the sale of a large regional distributor of power generators.
Sale of Specialty Heat Treating Business
Lead counsel in the sale of a specialty heat treating business based in Michigan.
Stock Compensation Plan for Financial Institution
Designed and implemented a stock compensation plan for a regional financial institution, successfully obtaining shareholder approval despite shareholder activist objections to the plan.
$30MM Credit Raise on Behalf of Healthcare Facility
Representation of regional healthcare facility in securing a $30MM credit raise for a building expansion.
Real Estate Refinancing
Represented the borrower in negotiations for the refinancing of two mixed-use skyscrapers in downtown Detroit.
Detroit Riverfront Development
Represented the developer in negotiations with the city of Detroit for a multi-acre residential development along the Detroit Riverfront.
Counsel to Community Bank
Represented community bank requesting regulatory approval to pay dividends.
Counsel Regarding FinCen Matters
Counseled bank client on responding to inquiry from FinCEN related to customer relationships.
Counsel to Municipality in Sale of NFL Stadium
Lead counsel to municipality in the offering and sale of a former NFL stadium and concert venue. Services included preparation of RFP and analysis of responses and proposals, coordinating proposal review process, and negotiating deal terms.
Counsel to Developers of Wind Energy Projects
Represented some of the largest developers of wind energy projects in the U.S. to assemble or acquire necessary acreage for utility-scale projects in 12 states. In several cases, we were able to cause simultaneous agreement among a major project developer and up to 80 landowners.
Purchase of NBA Franchise
Assisted in the purchase of a NBA franchise valued at over $400MM, including review of real estate issues, organizational structure, financing, and interfacing with local government.
Counsel to Franchisors in State Administrative Matters
Represent franchisors in connection with state administrative inquiries regarding alleged franchise law violations.
Lead Counsel to European Bank
Lead counsel to a European bank in the foreclosure upon, leasing, and subsequent $50MM sale of a luxury hotel/casino property located in Lake Las Vegas, NV (listed in the top 5 largest S. Nevada real estate deals in 2012).
Sale of Sports Betting Kiosk Company Domiciled in Republic of Ireland
Represented Republic of Ireland domiciled Croatian sports betting kiosk company in their sale to a San Francisco based private equity firm. We were responsible for working with European counsel on local licensing and formation issues, negotiating the purchase agreement with the buying entity and negotiating exit packages for the selling executives.
Sale of Tier I Automotive Supply Company
Lead counsel in the sale of a Tier I automotive molding supply company based in Toledo, Ohio.
Counsel to Community Bank Regarding Tier 2 Capital
Advised community bank client on regulatory capital requirements for subordinated debt offering in order to qualify proceeds as Tier 2 Capital.
In-House Counsel for Big Boy Restaurants
Acted as interim in-house general counsel for 12 months for Big Boy Restaurants International, a regional family restaurant franchisor, in matters such as advising, directing, and handling the legal aspects of franchising, leasing, construction, employment, insurance, property sales, trademark, and various other day-to-day legal matters as they arose.
Counsel to Community Bank Regarding Regulatory Compliance for New Branch Locations
Advised community bank client regarding applications and process for opening new physical branch locations.
Counsel to Community Bank Regarding Account Agreements
Reviewed and advised community bank client regarding online account agreements.
Counsel on Sale to International Agribusiness
Led sale of division of family owned manufacturing company to subsidiary of international agribusiness.
Sale of Supplier
Lead counsel in the sale of a leading supplier of specialty/proprietary fasteners.
Counsel to Banks Regarding Treasury and Cash Management Services
Advised bank clients on treasury management and cash management services and the relevant service level agreements with business customers, including for ACH, positive pay, lockbox and other cash management services for business customers.
Counsel for Franchise Companies
As counsel to regional, national, and international franchise companies, we regularly prepare and update franchise disclosure documents and assist them in maintaining related state registrations.
Counsel to Franchisors
Consult with franchisors to help them develop strategies for preparing financial performance representations.
Joint Venture – Automotive Industry
Lead counsel in joint venture formation between a leading Japanese automotive supply company and a U.S. product development firm.
Counsel to Bank Clients in Change in Control Applications
Represented bank clients in Change in Control Applications to state and federal bank regulatory agencies.
Sale of Automotive Supply to Japanese Based Company
Lead counsel in the sale of the division of a U.S. automotive supply company to a Japanese based company.
Cable Franchising – Efforts to Federalize Defeated
As associate member of International City/Counties Management Association, developed whitepaper and lobbying strategy utilized to defeat effort to federalize cable franchising.
Counsel to Community Banks in Examination and Enforcement Matters
Represented community bank clients before state and federal banking agencies related to various examination and enforcement matters.
Franchise Offering and Legal Compliance Matters
Assist start-up and emerging franchise brands in preparing their franchise offering documents and in complying with their legal obligations.
Acquisition and Sale of Netherlands Based Manufacturer
Lead counsel in acquisition and subsequent sale of one of the leading worldwide manufacturers of poultry processing machinery and equipment based in the Netherlands.
Counsel to Franchisors
Negotiate and prepare agreements on behalf of franchisors, including franchise agreements, multi-unit development agreements, area representative agreements, confidentiality and non-compete agreements.
$350MM in Venture Capital Financing for 30+ Entities
As general counsel for a publicly traded Chicago based multi-national technology and services company, we were responsible for negotiating and documenting transactions providing $350MM in venture capital financing to more than 30 entities between June 2000 and July 2001. We lead the acquisition of more than 25 entities between October 2000 and August 2002, including the stock-for-stock acquisitions of seven public companies and the acquisition of assets from the bankruptcy estates of two public companies. We were also responsible for SEC compliance, board counseling, and managing an approximately $3MM annual legal budget.
$186MM CMBS Loan
Co-counsel on $186MM portfolio CMBS loan involving properties in several states, including negotiation and drafting of a master loan agreement, notes, cross-collateralization agreement, mortgages, and other security instruments.
Lead attorney for the acquisition, development, and lease-up of both phases of a large office and research complex in Novi, MI.
Counsel on Sale of Parcels to Home Depot and Sears
Lead attorney in the development and sale of numerous business site condominium parcels at Silver Lake Village in Fenton, MI, involving national retailers Home Depot and Sears (Hardware).
Counsel to Automotive Company in EPA Investigations
Defended a major automotive company in an EPA criminal grand jury investigation for alleged discharge of contaminated coolant into the local municipal wastewater treatment plant. After four years of investigation, the DOJ and EPA's Criminal Investigation Division closed their investigation without indictment or criminal liability to the company.
General Counsel for Chateau Communities
Acted as general counsel to a public company, Chateau Communities, Inc., addressing a majority of all corporate and commercial issues including insurance issues, company service contracts, joint ventures and co-development agreements, and property management issues.
General Counsel to International Energy Holding Company
Served as general counsel to an international energy holding company with investments in distribution utilities, non-utility power generation, long-haul pipelines, and oil and gas E&P. In that capacity, we represented the company in the acquisition of more than $5B of interstate pipeline and power generation projects.
Review, analyze, and negotiate franchise agreements on behalf of prospective franchisees.
Counsel to Telecommunications Companies
Represented telecommunications companies in supervising division activities related to the transfer of over $100B in cable franchises.
Lead Counsel in $85MM and $32MM Acquisitions of Real Estate Portfolios
Lead attorney in acquisition of $85MM and $32MM real estate portfolios involving multiple operating manufactured housing communities throughout the U.S.
Sale of Leading Manufacturer of Window and Door Products
Lead counsel in the sale of a leading nation-wide manufacturer of products for the window and door hardware industry (including the foregoing group of companies) based in Hazleton, Pennsylvania.
Lead Counsel for Chateau Properties in Real Estate Matters
Lead attorney for the due diligence into all property matters in connection with lead up to and eventual initial public offering of the multi-state manufactured housing community owner/operator, Chateau Properties, Inc. (n/k/a Chateau Communities, Inc.) and its subsequent merger with a comparable REIT, ROC Communities, Inc. and its real estate holdings.
Lead Counsel in Acquisition of Tier I Automotive Stamping Manufacturers
Lead counsel in acquisition of Tier I automotive stamping manufacturers based in Troy and New Baltimore, Michigan and Windsor, Ontario.
Sale of U.S. Software Firm to French Firm
Lead counsel in the sale of a leading U.S. based software development firm, that specializes in computer aided design software for virtual prototyping and robotic simulation, to a leading French software development firm.
Acquisition of Window and Door Manufacturers
Lead counsel in the acquisition of window and door hardware manufacturers based in both North Carolina and Mississauga, Ontario.
Sale of Municipally Owned Hospital and Healthcare Operation
Lead counsel for the privatization and sale of a municipally owned hospital and health care operation, including organizing and participating in excess of 40 public town hall meetings, structuring of privatization, preparing documents, and coordinating with municipal bond counsel and investment bankers.
Lead counsel in the acquisition of a manufacturer of solid surface countertops.
Lead Counsel in Acquisition of Automotive Stamping Manufacturer
Lead counsel in the acquisition of an automotive prototype stamping manufacturer based in Harrison Township, Michigan.
Lead Counsel in Acquisition of Automotive Trim Manufacturer
Lead counsel in the acquisition of automotive trim manufacturer of door panel inserts based in Owosso, Michigan.
Sale of U.S. Based Software Firm to Japanese Based Firm
Lead counsel in the sale of an interest in a leading U.S. based software development firm, who specializes in computer aided design software for virtual prototyping and robotic simulation, to a Japanese based firm.
Acquisition of Ontario Manufacturer
Lead counsel in the acquisition of a fastener hardware manufacturer based in Brampton, Ontario.
Acquisition of Gold and Diamond Merchant
Lead counsel in the acquisition of a gold and diamond merchant company based in New York, New York.
Acquisition of Die Casting Manufacturers
Lead counsel in the acquisition of zinc and aluminum die casting manufacturers based in both Virginia and Pacoima, California.
Lead counsel in the acquisition of interest in a mid-sized printing manufacturing company.
Lead Counsel on Behalf of the Pennsylvania Department of Environmental Resources
Lead counsel representing the Pennsylvania Department of Environmental Resources in a civil action against Ashland Oil Company for the collapse of its oil storage tank, which resulted in the discharge of over 750,000 gallons of petroleum into the Monongahela River. The resulting penalty of $2.25MM was the largest civil penalty obtained at that time under the statute.
Represented a regional bank holding company in the conversion of common trust funds to proprietary mutual funds. Numerous ERISA compliance issues were presented, including regulators' assertion of prohibited transactions with respect to the common trust funds and to all retirement plan investments. In addition to the successful conversion, regulatory agencies withdrew all assertions of prohibited transactions.
Acquisition of Automotive Manufacturer
Lead counsel in the acquisitions and sales of several automotive coatings manufacturers.