Prior Transactions and Representations

The following is a listing of just some examples of the transactions and representations handled by Flair .J. Attorneys LLC. Please see his Client Testimonials for feedback from some of the clients in these matters.

Law Offices of Flair .J. Attorneys LLC:

FINANCE / VENTURE CAPITAL / PRIVATE EQUITY:

Handled numerous private placements for technology, services and manufacturing companies, including disclosure and securities compliance (Regulation D and state blue sky compliance).
Represented private equity investor in preferred stock investment in biotechnology company.
Numerous financings, over a long period of time, for a private equity company.
Represented a venture capital investor making a convertible secured loan to a Maryland biopharmaceutical company. This matter involved the negotiation of terms with the Company and with existing investors, including the issuance of warrants.
Represented the U.S. arm of a multi-national aerospace company in negotiation of the terms of a multi-million dollar convertible promissory note.
Preparation of a private placement agreement, subscription agreement, and necessary disclosure in connection with a private placement by a local food company client.
Reviewed and made recommendations regarding a technology company’s employee stock plan and company facilitation of stock trading. Included modifications in order to assure federal and state securities law compliance.

ACQUISITIONS, SALES, FRANCHISES, AND COMMERCIAL LEASES:

Handled the eight-figure sale of a California manufacturing company to a European multinational buyer, working with a national investment banker.
Many representations of numerous clients in various industries, purchasing or selling businesses, including stock sales, asset sales, and mergers.
Handled a multi-million dollar sale of a California energy company to an east coast purchaser.
Represented seller of internet / technology company, including an earn-out feature.
Represented client in an acquisition of restaurant and associated real property.
Handled the sale of a Maryland pharmaceutical research company to an overseas buyer.
Represented the U.S. arm of a multi-national aerospace company in the sale of a foreign bankruptcy claim to a Canadian banking institution.
Represented two clients in reviewing acquisitions of franchises from national franchisers.
Represented the seller of a family business.
Represented client in the preparation of a commercial lease and a related purchase option agreement.
Represented management in acquiring a California-based subsidiary of a multi-national energy company; included the handling of various operational matters following the acquisition.
Represented a group in the acquisition of the assets of a retail services company.
Represented a client in the acquisition of a florist shop.

JOINT VENTURES, PARTNERSHIPS, CORPORATIONS, AND LLCs, INCLUDING BUY-OUT AGREEMENTS:

Represented a California media company in connection with establishing a joint venture; other transactions for this client include various teaming arrangements.
Prepared buy-sell and/or partnership or LLC agreements for various clients, addressing issues of control and termination of partnership or LLC in certain events, valuation, and related matters.
Represented client in connection with the buy-out of a departing owner.
Structuring of numerous corporate and LLC entities for clients, including start-up actions, shareholder agreements, LLC agreements, etc.

INTERNATIONAL TRANSACTIONS:

Represented a client from India, in connection with the formation of a U.S. affiliate and the establishment of product distribution arrangements.
Represented a U.S. client in establishing a telecommunications company targeting Southeast Asia.
Represented a U.S. client in negotiating the terms of a services agreement with a unit of a European government.
Represented a U.S. company selling to a Swedish purchaser.

TECHNOLOGY TRANSACTIONS:

Handled numerous business process outsourcing transactions (including SaaS, processing and related licensing aspects).
Represented a biotech company in selling technology in exchange for stock and warrants of the purchaser.
Handled numerous matters for a digital media company client, including agreements for the computerized distribution of media content over a private network.
Represented a U.S. company in negotiating technology and alliance agreements with a French manufacturer of a product for use in commercial power generation facilities.

DISPUTE RESOLUTION / NEGOTIATIONS:

Represented a co-owner of a local restaurant, in a dispute with the other owner. Included issues relating to financial reporting and working to attempt to avoid litigation, as well as negotiations concerning renewal of the restaurant lease.
Represented the owner of California commercial real property in negotiations with the adjoining property owner regarding easement compliance, space utilization and related issues; included negotiation of settlement arrangements to avoid litigation.
Represented co-owner of an aircraft partnership in a dispute with the other partner, including handling the negotiation of financial and control issues.

EXECUTIVE COMPENSATION, EMPLOYMENT AND
NON-COMPETITION AGREEMENTS:

Structuring and documentation of equity incentive plans (including stock options, RSUs, and other instruments) and long-term incentive plans (including for LLCs).
Various representations involving negotiating executive employment agreements, negotiating separation arrangements, structuring of flexible compensation arrangements, and handling of disputes.
Preparation and negotiation of, and advising concerning, various non-competition agreements and related matters.

CONTRACTS, NEGOTIATIONS, AND MISCELLANEOUS BUSINESS MATTERS:

Representation of numerous clients with non-disclosure and confidentiality agreements, master services agreements, and other important company contracts.
Assisted various clients with corporate clean-up, charter updating, reviews of minutes and stock ownership, etc.
Represented a client in high-stakes contract negotiations with third-parties, including a public company.
Represented a client in connection with a stock investment fund.
Numerous matters for various clients involving day-to-day company operations and issues.

While at a Large National Law Firm:

Handled a multi-stage venture capital financing obtained by an early-stage technology client, including multi-party negotiations, analysis of significant issues relating to a very complex capital structure, and detailed negotiation of employment agreements.
Oversaw a $30 million sale of the assets of a division of a public company. Included a transition services agreement and related documentation.
Negotiated and documented a foreign bank’s $5 million venture capital financing investment in a new class of preferred stock issued by a U.S. software company.
Advised in the planned restructuring of a joint venture as a limited liability company.
Served as counsel to a private local company in connection with complex and contentious shareholder disputes and eventual settlement (included issues relating to majority vs. minority shareholders, alleged shareholder oppression, fiduciary duties of shareholders and directors, and the like).
Formed a private REIT, and handled an approximately $100 million financing of the REIT by the client and by a New York based equity investor. Included complex REIT and other structural design.
Handled the sale of a credit card transaction processing facility by a public company, as part of a $100 million disposition and outsourcing transaction.
Negotiated, documented and closed an $800+ million acquisition of a power generating facility. Included working through an auction process conducted by the seller through its investment banker.
Handled registration and public offering of $100+ million of structured yield derivative securities by a trust related to a public company. Closed and coordinated simultaneously with an approximately $200 million public offering.
Provided structural and other advice and documentation for a start-up aviation-related company, including restructuring of early previously-granted stock and options, and negotiation and documentation of two additional rounds of preferred stock equity investments by venture capital investors. Included documentation of employment agreements, restricted stock agreements, and agreements governing investor rights and rights of first refusal and co-sale.
Handled the sale by a British company of an aircraft simulator business. Included negotiation and documentation of agreements governing license rights, guaranties, and services.
Negotiated, documented and closed an acquisition by a publicly traded company, valued at approximately $35 million in a combination of cash, preferred stock and warrants.
Handled all aspects of a $72 million acquisition by a British company’s U.S. subsidiary of a U.S. software consulting firm. Included negotiation and documentation of releases of bank guaranties, and coordination of acquisitions of subsidiaries in several countries.
Advised a commercial insurance company on risks and policy language in connection with the issuance of an insurance policy insuring representations and warranties in an acquisition transaction.
Served as counsel to early-phase medical devices company in connection with a $2 million private placement. Included preparation of a private placement memorandum and related securities work, as well as corporate structuring of equity.
Assisted in connection with the financing and structuring of a satellite telecommunications company, including analyzing various corporate structuring alternatives.
Represented an investor in connection with negotiating, creating and purchasing a new class of preferred stock of a pharmaceutical clinical research company. Included negotiation of preferred stock terms and stockholders’ agreement.
Handled a client’s restructuring from a publicly-held limited partnership to an LLC, and simultaneous public offering, prospectus/consent solicitation and stock exchange listing of the LLC. Included successfully handling extensive SEC comments and objections in connection with creating the first publicly-traded LLC in the United States.
Served as lead lawyer for a “Baby Bell” in connection with potential telecommunications transactions in Indonesia. Included two one-week trips to Indonesia for extensive meetings, and drafting of memoranda of understanding, proposed joint venture agreements, and similar documentation.
Acted as counsel to a real estate syndicator in connection with several private and public offerings of interests in real estate limited partnerships, including pursuant to S-11 registration statements. Also represented this client in planning and structuring a REIT conversion.
Served as counsel with primary responsibility for a spin-off by a publicly-held company, in an initial public offering, of a division. Included moving the division’s assets into a separate entity in preparation for the spin-off and initial public offering.
Managed and handled the formation and multi-party negotiation of a joint venture corporation to develop, own and operate a hotel industry computer system. Included participation of and negotiations involving a dozen major hotel chains.
Handled a Swedish client’s $90 million stock acquisition of an automobile parts manufacturing company. Included employment and non-competition components.

OVERVIEW OF AREAS OF PRACTICE

In general, Flair .J. Attorneys LLC practices in the areas of business, finance, and transactional law, including the following:

Business transactions and contracts of all sizes
Acquisitions, sales and mergers of companies
Partnerships, joint ventures, LLCs, and strategic alliances
Structuring of business entities
Financings (equity and debt), including venture capital transactions
Technology transactions
Drafting and negotiating of business contracts
Loan and credit agreements
Shareholder agreements, buy-sell arrangements
Dispute resolutions and negotiations
Corporate compliance
Licensing and intellectual property
Commercial leasing
Employment and non-competition agreements
Private placements of securities, including disclosure statements
Counseling of officers and directors
Franchising and franchise agreements