Representative Transactions
- Advised client about a joint venture agreement with a much larger publicly held corporation in which our client was protected against domination by the other partner and had rights for an equitable allocation of profits based on the relative performance of the two parties.
- Advised majority shareholder who was in dispute with minority shareholder over financial issues and governance of multi-million dollar, rapidly growing corporation. Resolved financial and governance issues to enable corporation to continue to operate.
- Organized a new limited liability company for a client, new and existing investors, and management to restructure and recapitalize a cellular phone tower development company. The restructure required negotiating arrangements with several existing affiliated companies with disparate ownership groups.
- Represented a client in connection with the negotiation and formation of a limited liability company to exploit innovative proprietary high technology. Issues included allocation of profits and equity interest to investors, managers and a university that had developed the unique technology as well as provisions that adjusted control and profits allocations based on future development of the business.
- As counsel for a corporation previously owned by an employee stock ownership plan, we designed a complex transition to a combination incentive program to assist younger employees in becoming shareholders while providing for the equitable redemption of the stock of retiring shareholder employees.
- Created a program of substituting deferred compensation as a primary means of participation in corporate profits to replace a system in which profits were allocated largely according to stock ownership. The result was to incentivize employees to be more productive and to avoid double taxation of distributions previously made as dividends and/or corporate stock redemption payments.
- Served as general counsel to a C-corporation that reorganized to create a new parent limited liability company, two wholly-owned subsidiaries and several new divisions. The transaction was structured to take maximum advantage of the net operating losses the company had accumulated. At the same time, the company raised additional equity, refinanced its primary credit facility and created new incentive units for its senior management to replace the stock options in the predecessor company that were adversely affected by the restructuring.
- Advised a national corporation with numerous subsidiaries regarding fiduciary duties of officers and directors relating to corporate, financial and tax reporting obligations. Our advise included interpretation of the new corporate governance landscape, including issues such those arising under the Dodd-Frank Act. We devised a governance process to promote transparency and compliance by corporate officers and directors.
- Acted as special counsel to independent committee of directors in regulated entity subject to a tender offer by large New York based private entity fund. Worked with directors in directing and analyzing fairness opinion and in preparing a recommendation to the shareholders.
- Advised independent director of privately held corporation worth $100 million with two bitter factions of shareholders regarding his fiduciary duties under applicable federal and state law.
- Structured a series of somewhat similar transactions involving ownership of franchises subject to franchise agreements that required a single 51% owner. Using shareholder agreements and complex financing/compensation arrangements, we were able to allow clients to allocate profits more closely in accordance with their respective financial commitments, risks and service contributions while complying with the franchise agreements.
- Advised domestic subsidiary of foreign corporation with respect to the authorization and payment of a substantial cash dividend, in excess of cash on hand, by use of a promissory note complying with Colorado corporate law and taking into consideration the applicable United States Tax Treaty and the domestic laws of the domicile of the parent corporation.
- Acted as independent counsel to determine appropriateness of advance of expenses to directors in publicly held Colorado corporation in derivative and class action.
- Represented minority shareholder in successfully preventing manager of limited liability company from usurping multi-million dollar company opportunity. Manager ultimately returned opportunity to the company without litigation
- Created a series of related plans to allow stock participation by junior family members, gifts from parents to children, rights on the part of family members who were employees to favorable option rights, and use of related limited liability companies to hold real property, preserve value for the older generation and provide equity growth potential for junior owners.
- Assisted national sales organization in establishing a corporate structure utilizing stock options and multiple classes of stock in order to provide equity incentives to key employees while maintaining control and security for a major investor.
- Assisted several closely held corporate clients with potential shareholder deadlock situations in designing plans for buyouts or other compulsory solutions to unresolved and potentially harmful disputes with emphasis on equitable treatment of both or all participants. Some of these plans also utilized incentives and disincentives to try to encourage the owners to avoid possible deadlock situations.
- Restructured a major mixed-use development project comprised of a number of affiliated entities, which included a change of ownership and control of all entities and the concomitant change in organizational documents and operating agreement, containing various complex tax, accounting and governance issues. To consummate the change in control, five secured loans, representing over $230 million in financing, were replaced or restructured necessitating complicated debt modifications for the venture.
- Modified the capital structure of a limited liability company with over $70 million in assets, including over 700 acres of real property. This transaction involved complex negotiations between the company, a new senior lender and an existing subordinate lender. In addition, we addressed a number of additional complications in this transaction, including severance of the mineral interests and modification of numerous agreements with neighboring landowners, metropolitan districts and other interested parties.
- Represented buyer of membership interests of three limited liability companies that owned participation interests in a trust, which purchased and leased aircraft, involving legal issues in the United States and Canada, two foreign lending institutions, an indenture trustee and an owner trustee.
- General representation of a number of companies engaged in organic, natural, and health food products, including acquisitions, financing, and certification issues.
- Represent local private equity fund in mixed-used real estate investments in several front range counties.
- Assisted successful entrepreneur in establishing a new company with a data base and service arrangement to act as third party administrator in the provision of cost effective pharmaceutical services to self-funded employers.
- Structured a complex joint venture arrangement involving a major Colorado‑based health insurer, hospital, and several medical clinics.
- Negotiated arrangements for our client to participate in the establishment of management of hospitals and other medical care providers in third world countries.
- Continuous representation of a large Russian-based raw materials producer, including the negotiation of a joint venture with an American-based Fortune 500 manufacturer.
- Represented a large private equity fund in diligence review and structuring/negotiating the purchase of a minority interest in a local builder, involving investment in more than 20 single-purpose entities with real estate in several front range counties.
- Negotiation and drafting joint venture, manufacturing, and distribution relationships with parties in France, Italy, Switzerland, Taiwan, and China.
- Formation, development, and sale of company with valuable FCC licenses.
- Complex recapitalization and restructuring of nationwide retail business, including creating three levels of subordinated debt and four classes of limited partnership equity interests. We subsequently represented the reorganized company in connection with its merger with a major New York Stock Exchange company.
- Represented owners of distribution business in cash sale to public corporation involving complex multi-state tax issues.
- Representation of Denver-based oil and gas company in partnership with a major oil and gas company involving financing, acquisition, development, and sale of several hundred million dollars worth of oil and gas properties and processing facilities.
- General structuring and tax advice for a Swiss investor regarding investment in a Canadian manufacturing project.
- General representation, including litigation counseling, to major European-based law firm in connection with production and sale of intra vitro media products in the United States, including counseling regarding international trade issues.
- Represented national private equity group in restructuring and selling financially troubled portfolio company.
- Represented European corporation in acquisition of a domestic mail-order and internet retailer.
- Representation of three key managers in leveraged buyout of Denver-based construction company.
- General representation of Colorado limited liability company that combined a management buyout and venture capital financing to acquire an existing high technology distribution business.
- Organized and continuing general representation of Colorado-based venture capital fund. Assisted the fund on obtaining a Small Business Investment Company license from the SBA and the leveraged financing available under the SBIC program.
- Continuing representation of investment partnership in connection with planning and acquisition of various mid-cap privately-held companies in western United States.
- Negotiation on behalf of owners of local insurance brokerage firm in tax-free acquisition by New York Stock Exchange company.
- Representation of New York Stock Exchange company in acquisition of Denver-based service business in a tax-free reorganization.
- Merger of service-related business requiring reconciliation of diverse tax, accounting, legal, and financial objectives.
- General representation of European investors who have acquired and expanded a Denver-based high technology manufacturer using foreign and United States incentive programs, including tax-free financing of manufacturing facility and public stock offering in Europe.
- Reorganization, including tax-free spin-off of Colorado-based service business, resulting in creation of five new manager-owned businesses.
- Representation of two not-for-profit organizations in formation of for-profit subsidiaries.
- Advice to owners of several similar businesses in various parts of the United States concerning merger of their existing operations and formation of a new company and subsequent sale of new company on favorable terms.
- Representation of shareholders of a Colorado-based high technology company in connection with sale to public corporation in the United Kingdom.
- Consultant for major Denver and national law firms in cases involving piercing the corporate veil, corporate opportunity, fiduciary duty of directors, and corporate mergers and acquisitions. Representation and counseling of officers and directors of publicly-held companies with respect to fiduciary duties and responsibilities and liabilities under securities acts.
- Representation of group of privately-held affiliated corporations, some with significant environmental problems, in connection with acquisition by a public company.
- Assisted association of business brokers in satisfying regulatory requirements and standardizing contractual agreements.
- Management of workout by company with chain of family-style restaurants, including concessions by senior and subordinated debt holders that resulted in cancellation of 80% of existing secured debt.
- General counsel for joint venture between Denver-based company and major oil company, including raising over $100,000,000 of new financing.
- General counsel to an environmental insurance company, including financing, regulatory matters, reinsurance treaties, and design of new insurance products.
- Local representation of several different Swedish clients (including national public utility, biotech company, and publishing company) in connection with business interests and disputes in the Rocky Mountain region.
- General representation of the largest ethanol fuel distribution company in the Rocky Mountain area.
- Designed and implemented complex plan for advancement of employees to ownership status and gradual buyout and retirement pay for current owners in several businesses.
- Counsel to a Japanese purchaser with respect to the acquisition and subsequent operation and reorganization of a major Rocky Mountain ski resort.
