Downey Brand LLP, Chair, Corporate Securities and Tax Group

General Corporate Counsel

Served as outside general counsel to various companies including manufacturing, e-commerce, service, professional practice and real estate firms.

Represented numerous corporations, partnerships and limited liability companies from formation, financing, operations, and exit strategies through liquidation and dissolution.

Counseled corporate boards, officers and management on day-to-day and strategic business decisions, including advice regarding fiduciary duties, employment matters, leasing, contract review and representation, shareholder rights, and stock option plans.

Advised clients on service contracts, sale of goods, vendor agreements, license agreements, collateral issues, contract disputes and other operating issues

Real Estate

Represented clients on real estate transactions and development, including joint ventures, capital raising, tenancy-in-common arrangements and real estate lending. Negotiated purchase agreements, options, ground leases and other real estate transactions. Lead real estate attorney for multi-billion dollar public agency's public works program and lead attorney on ground lease in Southern California with over $500 million in improvements.

Mergers and Acquisitions

Represented buyers and sellers in numerous business transfers, including stock purchases, asset purchases and mergers, such as $50 million bank merger, $35 million acquisition of East Coast nursery company and sale of a $30 million medical transcription business.

Corporate Finance

Represented lenders and borrowers in negotiating bank financing facilities, construction financing, conduit financing and venture capital financing.

Banking

Represented banking clients on mergers, branch sales, trust preferred securities transactions, vendor contracts, organization of de novo banks, and related regulatory issues