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Transactions and Representations
The following is a listing of some examples of the transactions and representations
handled by Greg Feis. Please see his Client
Testimonials for feedback from some of the clients in these
matters.
While in Solo Law Practice:
FINANCE / VENTURE CAPITAL TRANSACTIONS:
- Handled numerous private placements for technology, services and manufacturing companies, including disclosure and securities compliance.
- 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 a multi-million dollar sale of a California energy company to an east coast purchaser.
- 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:
- 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, AND EMPLOYMENT/NON-COMPETITION AGREEMENTS:
- 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.
CONTRACT PREPARATIONS AND NEGOTIATIONS, AND MISCELLANEOUS
BUSINESS MATTERS:
- 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, Greg Feis 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
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