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Representative transactions I have handled include, among many others:

 

1.         Tax advantaged liquidation of hotel company and its reorganization as three limited partnerships involving assets of over $200 million;

 

2.         Preparation of principles of governance and organizational agreements for family agricultural business worth over $100 million;

 

3.         Recapitalization of one of the largest closely held timber companies in the United States with voting and non voting stock;

 

4.         Formation of venture capital and other investment funds and preparation of disclosure for their private placement memoranda;

 

5          Complex conversion of corporation engaged in telecommunications research with 90 shareholders to limited liability company with operating subsidiary;

 

6          Organization of limited liability companies to research and develop technology and related tax advice;

 

7.         Organization of family holding companies and real estate subsidiaries and transfers of interests in the holding companies to generation skipping trusts using grantor trusts, gifts, and installment sales with guarantees; and

 

8.         Organization of patent holding companies and patent marketing companies and drafting exclusive licenses between them in the software and food supplement industries.

 

I have also represented clients before the Internal Revenue Service and the State Board of Equalization and in federal and state tax, probate and trust, and civil litigation at both the trial and appellate levels.

 

            I  participated in drafting the California Uniform Limited Partnership Act of 2008, the California Uniform Partnership Act of 1994, and amendments to the Beverly-Killea Limited Liability Company Act and the General Corporation Law of California. I was a contributor to the Handbook for Incorporating a Business in California, the 2002 Guide to Forming and Operating a California Limited Liability Company, and the 2005 Report of the Corporations Committee on Legal Opinions in Business Transactions.  I chaired a subcommittee of the Corporations Committee that adapted the model legal documents of the National Venture Capital Association for use by California corporations. I have talked and written on corporate, partnership, and limited liability company law and tax law.

 

             I am a Certified Specialist in Taxation (State Bar of California Board of Legal Specialization), AV rated by the Martindale-Hubbell Law Directory, and an active member of the California State Bar and an inactive member of the Missouri Bar.

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