Representative Matters

• Lead attorney on several business acquisitions, including, technology/digital media entities, real estate, medical practices, surgery centers, restaurants, shopping centers, clinical labs, retail shops, and other commercial properties.

• Conducted due diligence and helped numerous clients with assessing potential business acquisitions, along with helping sellers conduct due diligence on buyers, especially when buyer is offering an earnout or other types of employee benefits, such as unit appreciation rights.

• Revised and negotiated asset purchase agreements for the sale of a health and wellness franchise, a digital media empire, medical practices, surgery centers, professional services businesses, manufacturing, and marketing companies.

• Advised client about business opportunity issues in terms of acquisitions through their legal entity and the requirement of notifying business partners (as set forth in the operating agreement).

• Assisted clients with large-scale acquisitions of millions of dollars in medical equipment, through drafting, reviewing and negotiating purchase and sale agreements, escrow instructions, including facilitating deal between buyer, seller and middlemen, and provided paymaster services.

• Represented client in lease negotiation and new construction on creating a surgery center in a commercial office space, with expenses shared by the landlord.

• Co-counseled with securities attorney in creating private placement memorandums (PPMs), unit exchange agreements, financing checklist, and subscription agreement.

• Instructed client, who was the buyer, how to handle issues that arose after acquiring a medical practice and worked out disputes that arose with seller.

• Represented seller of business with lease assignment and purchase agreement.

• Advised client how to merge two entertainment network businesses by transferring and assigning assets, contracts, and creating organizational documents with complicated equity structures.

• Represented the seller of a book of business in the insurance industry, in conducting due
  diligence on the buyer, coordinating with the insurance administrator, setting up the escrow account, and acting as escrow agent, until the successful sale of the business, which took around 3 months.

• Represented shareholder of corporation by reviewing and negotiating documents for potential hospital acquisition.

• Represented shareholder who determined to divest shares in consideration for payment by other means.

• Assisted client, along with tax counsel, with an F Reorganization of business entities.

• Represented seller of medical practice who sold practice to become an employee and negotiated employment agreement, UARs, and more.