Practices & Industries: Other Business Practice Areas

Our corporate practice includes: closely held corporations, commercial transactions, contracts, dissolutions, corporate finance, incorporations, corporate governance, corporate housekeeping, insurance coverage, reorganizations, workouts, family corporations, foreign sales corporations, public corporations, small business corporations, and dispute resolution and litigation.

Our business law practice includes: business associations, business development, dissolutions, formation, organization, start-ups, transactions, buying and selling of businesses, closely held businesses, emerging growth companies, family business law, joint ventures, limited liability company law, sole proprietorships, strategic alliances, trade and professional associations and dispute resolution and litigation.

Our commercial law practice includes: commercial transactions, sale of and services, including software development, internet, and web services transactions, negotiable instruments, retail liability, secured transactions, Uniform Commercial Code, warehousing and dispute resolution and litigation.

Examples of successful transactions and litigation led by us include:

Mergers, Acquisitions and Other Corporate Transactions

w Prepared agreement of merger between target Allen Roth Productions, Inc. and acquirer La Brea Sound Associates, Inc.

Prepared asset purchase agreements between seller Huntington Partnership and buyer R.J. Nathan, of marina located in Newport Beach, California.

Prepared stock purchase agreement between seller Minstar, Inc. and buyer Cosmo World Corp., of golf course.

w Prepared loan agreement, buy-sell agreement and shareholder agreement between Sumikin Bussan USA, Inc. and other shareholders of CKE Metal Technologies, Inc.

w Handled all aspects of franchise registration, including drafting franchise agreement, offering circular and registration application for restaurant Chuo Bussan Corporation, dba New Meiji Markets, Inc.

w Represented franchisee in negotiation of multiple-store pizza chain franchise agreement.

Business and Commercial Litigation

w Prepared pleadings, motions and trial briefs; conducted discovery, including numerous depositions, ADR and settlement discussions in connection with breach of contract, secured transaction, business tort, and securities fraud actions.

w Prepared pleadings in defense of securities fraud actions brought against large syndicator of real estate limited partnership interests.

Debtor-Creditor Litigation and Bankruptcy

w Represented major creditor of Republic Pictures in Chapter 11 proceedings.

w Represented national real property developer/owner Maguire/Thomas Partners and other large property owners in collection actions against defaulting lessees in Chapter 11 proceedings.

w Represented real property owners as creditors of national retail and restaurant chain lessees in Chapter 11 proceedings and holders of secured notes in Chapter 7 and Chapter 11 proceedings.

w Represented developers and hotel owner in loan workouts.

Environmental Regulatory Matters and Litigation

w On behalf of Del Monte Foods, coordinated successful risk assessment and remediation effort resulting in issuance of No Action Letter by California county and achieved successful settlement in defense of underground tank/toxic tort lawsuitbrought by Atchison, Topeka and Santa Fe Railway.

w Negotiated two consent decrees with U.S. EPA on behalf of Surface Protection Industries in connection with CERCLA sites.

w Represented road installation contractor in successful defense of $40 million product defect/ environmental liability action.

Real Estate and Land Use Litigation

w Led law and motion in successful inverse condemnation lawsuit against City of Burbank, California; settled in favor of client Thomas Development for $1.5 million.

w Prepared pleadings and motions; conducted discovery, including depositions; managed trial preparation and conducted ADR and settlement negotiations on behalf of owners, developers and contractors including Maguire Thomas Partners, Doubletree Hotels, Pioneer Chemicals, Del Monte Foods and William G. McCullough Co. in real property and construction disputes.

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