Attorneys

• Audrey I. Baker
• Richard B. Caine
• Eugene Y. Chung
• Cara K. Lowe
• Mark D. Lubin
• Michael P. Muzzy
• Paul J. Niewiadomski
• K. Bradley Rogerson
• Robert S. Stein
• Leon Y. Tuan

Related News

• Theodore A. Griffinger,  Mark D. Lubin,  Dennis D. Miller,  Robert S. Stein, Theodore A. Griffinger, Jr., Mark D. Lubin, Dennis D. Miller and Robert S. Stein Named Northern California "Super Lawyers" for 2011

Representative Matters

Hospitality

• We have represented owners, developers and managers of major “flag” and boutique hotels in connection with organizing and capitalizing the ownership entity, negotiating debt structures, negotiating and documenting management agreements as well as purchase and sales agreements and resolving construction issues.
• Clients include the developer and manager of two downtown boutique hotels, Campton Place in San Francisco and Checkers in Los Angeles, and the developer of The Carneros Inn in Napa. In addition we have served as local counsel for the sale of two major San Francisco hotels.

Food and Beverage

• We represented an individual who, twenty years earlier, started a business importing and distributing packaged Asian food products to assist him in preparing the business for sale. Several years later, we negotiated and documented a sale of this business to a public company for nearly $100 million.
• We represented an individual who purchased a small, financially unstable produce distribution business, and continued to represent the owner and the company until its eventual sale as the owner developed the company, Greenleaf Produce, into the San Francisco Bay Area’s most successful distributor of premium and organic fruit, vegetables and gourmet products to the leading hotels, restaurants and resorts in Northern California. Represented the owner in the sale of the company to an investment group and negotiated a continuing equity stake and management role for him in the growing venture.
• We represent an artisan food wholesale company in all facets of its business, including the launch of the company, trademark and soft IP matters, employment and consulting, equity and debt financing, lease agreements, and nondisclosure agreements.

Family Businesses and Offices

• We represented a family with large international holdings in a variety of countries. Our counsel included transnational tax, finance and business matters following the death of the patriarch including the sale of overseas business interests for over $200 million.
• We advise multi-generational family offices in connection with their organization, management changes, investment, capitalization, governance and succession planning matters.

Professional Services

• We represent lawyers, accountants, architects, engineers and medical practitioners in all aspects of their businesses, including the organization, capitalization and financing of their entities, equity and profit participation grants to employees, as well as labor and employment matters, licensing requirements, partnership, shareholder and buy-sell agreements, termination and severance agreement, partner/owner buyout and disputes and purchase and sale of those practices.
• We represent a software consulting company and have assisted in its growth from five consultants to 40 consultants within a two-year period, and more recently advised the founders in the reorganization and recapitalization of the company.
• We advised a management consulting company and its founder in the sale of the company to a national competitor. The deal terms involved, among other things, the founder’s employment agreement with the buyer, purchase price earnout provisions, non-competition restrictions and exemptions, and severance and employment packages for the seller’s executive team.
• We advised the founder of one of the West Coast’s premier residential marketing and sales companies and advisors to new home builders and developers in concurrent stockholder buyouts and loan workouts in connection with the reorganization of the company.
• We represent an international public relations company in its U.S. acquisitions, which often entail continued employment of and earn-outs for the target’s owners and equity incentives for the executive team. 

Retail

• In a client engagement that spanned several years, we facilitated the roll-up of a number of small independent retail services companies.
• We advised the founders of a high-end retail company in the reorganization of the company, multiple equity financings, trademark and soft IP matters, employment and consulting matters.
• We represent the founders of a high-end pet services company, advising them recently on the reorganization of their company and strategic planning matters.
• In a client engagement that continued over a decade, we advised an internationally renowned art gallery in all business, employment and litigation matters, including the founders’ stockholder agreement, employment contracts and terminations, client agreements, gallery agreement, intellectual property infringement matters for the gallery and its clients, and enforcement of contracts.

Technology

• We advised the leading provider of open source GNU-based toolchains and services for advanced systems development on the sale of assets to a public company, a world class leader in electronic hardware and software design solutions.
• We represented the owners of a biotechnology company in the sale of assets to a public foreign company, and then subsequently represented the same owners in repurchasing the previously sold entity at a substantial discount to the original sale price.
• In client relationships spanning several years, we have advised various start-up, Web 2.0 and other emerging growth companies from their launch to Series C/D financings and often serve as outside “in house” counsel to these companies as their operations grow. The scope of representation includes formation documents and operating agreements, private equity and debt financings, corporate governance, executive employment and consulting agreements, stock incentives, confidentiality agreements, license agreements, joint ventures and other strategic alliances, nondisclosure agreements and license, distribution and OEM agreements, trademark and soft IP matters, and complex commercial transactions, dispute resolution among owners or with commercial counterparts, and mergers, acquisitions, spin offs and other dispositions.

Investment Management

• We have advised principals in forming and in disengaging from investment advisory companies and hedge funds.

Real Estate Holdings, Development and Management Companies

• We represent a variety of regional, closely-held real estate development, ownership and management companies including Bay West Group, Veritas Investments Inc., Ellis Partners, Nearon Enterprises, Basin Street Properties, Holliday Development, LLC and The Kivelstadt Group. Our representation includes organizational, capitalization, debt structuring, employment and tax matters.
• We also represent real estate brokerage firms in contract and employment disputes.
• We represented an established real estate development and management company in taking over and replacing the managing member of two separate joint ventures involving over $100 million in debt and equity restructuring with institutional lenders and investment banks.
• We have advised various real estate developers in raising more than $100 million in debt and equity financing.
• We represent a multi-family real estate financing, development, marketing and management company and recently advised the owners in a complex restructuring of their stockholder buy-sell agreement to more accurately reflect specific business issues unique to the company, succession planning matters and tax issues.  

Construction

• We often represent privately-held companies which are sold when the founders and developers of the business retire or move on to new ventures. Recently we represented North Bay Construction, one of the Bay Area’s premier construction firms, in a sale to Ghilotti Construction Inc., which included a sale of assets, lease of property, continued employment of nearly all of the workforce and consulting arrangements for North Bay’s executives.  

Sustainable Practices

• We represent the manufacturer of net zero energy, multifamily housing and mixed-use structures and buildings. The scope of our representation includes licensing and legal compliance, joint ventures, project developments, and manufacturing, distribution and sale agreements.  

Manufacturing

• We represented a buyer in its acquisition of a twenty-year old high-end printing business, a strategic acquisition which involved a balanced transition of functions and personnel target to the East Coast acquirer.