I graduated from the University of Wisconsin in 1972 with a Bachelor of Business Administration in Accounting.  I came to California right after graduating and started working in the Beverly Hills branch of a national CPA firm, then known as Seidman and Seidman and now known as BDO Seidman.  I practiced accounting for two years, became a Certified Public Accountant (now inactive), and enrolled at UCLA Law School. 

 Upon graduation, I worked for several boutique law firms on the west side of Los Angeles, principally as a real estate transaction lawyer with a particular sensitivity to tax issues.  Eventually I formed a firm in Century City.  For approximately the last 20 years, I have been in sole practice in Century City. 

We generally represent clients, usually businesses, about to enter into substantial transactions which are not those they routinely enter into and with which they can use some help.  Sometimes this is the acquisition or sale of a business.  Sometimes it is the acquisition or sale of a parcel of real property.  Such transactions may include leasing transactions, employment transactions, and the like.  A detailed list of the sort of transactions we have been involved with, which serves as a list of examples, is here. We generally will advise in structuring and negotiating the transaction, and tend to be engaged early in the planning of the transaction rather than later. 

Structuring the transaction may include structuring the entity for the acquisition, which will involve agreements among principals.  

We generally bring tax sensitivity to everything we handle.  For example, when a business is being sold, a sale of assets is quite different tax-wise from a sale of stock, and it saves everybody a lot of time and trouble later on if the party starts out on the right track.

In recent years, my biggest and best client has been a large regional outdoor advertising company.  I have enjoyed my relationship with them for several decades, and they have grown to become the largest regional outdoor advertising firm in southern California.  Through them, I have been exposed to a variety of legal issues from real property leasing, acquisitions and dispositions, land use matters, condemnation matters, tax issues, corporate compliance matters, and the various matters pertaining to real estate development including title insurance, finance matters, property taxes of all sorts, and the occasional dispute with a city over a Hooters display. 

Another consequence of representing businesses is that we get paid.  We write off virtually none of our bills.  All of our clients pay the same rate without exception.  This is something that seems democratic and right to us.  We take pride in knowing that every client, no matter how big nor how small, nor how large or small the matter, pays the same hourly rate.  Currently our rate is $440.00 per hour and it increases from time to time.  We will give you notice of increases two months in advance. 

Another consequence of representing businesses is that we generally do not enter into formal written retainer agreements with our clients.  As a legal matter, they are not required between old clients, of which we have many, and between corporations.  Frankly, they do not seem to make for very good salesmanship.  Most of those clients who have asked for them have pointed this out.  Yet, if retainer agreements are requested or required, we are happy to provide them. 

How I Like To Work

The Organized Crime and Racketeering Strike Force is a special group of prosecutors, authorized by Federal statutes, that has multi-state jurisdiction necessary to prosecute multi-state conspiracies.  The office in Los Angeles had ten special attorneys, as they were called.  These ten attorneys supervised the work of 150 agents, mainly comprised of F.B.I. agents, but also including agents from the Bureau of Alcohol, Tobacco and Firearms, the IRS, Secret Service, and other Federal investigative agencies. 

As the special attorneys fondly noted, the pay was poor but the power was awesome.  Few attorneys in private practice have the resources at their disposal these special attorneys have. On the other hand, everything else was contracted out to the lowest bidder.  We wrote with number 2 pencils and had no law books older than 1963.  I usually ate lunch with F.B.I. agents across the street at the Bob’s Jr. when I was not listening to and making abstracts of intercepted telephone communications. 

When I was a young attorney, I worked for a firm that represented the largest savings and loan association in the world, and in California.  That savings and loan association was the victim of a fraud which involve fake sales of very cheap condominiums in the Oceanside area to “straw men,” phony buyers, at phony prices.  There were phony appraisals and phony loan applications, with the result that our client lent about four times the value of each condominium it took as collateral.  In a nutshell, our client made about twenty-five $200,000 loans on $50,000 condominiums.  When the fraud was discovered, our firm was engaged to recover what it could. 

Miraculously, the F.B.I. caught a number of the perpetrators at the border with millions of dollars in currency - much of it foreign- on them.  We succeeded in imposing a lien on the cash seized.  (Theoretically, the law does not allow for this, but I digress.) 

Our firm prepared a claim on the title insurer, more or less as a protective measure.  The title insurer would have been liable for 20-25% of the loss, measured by the value of the collateral lost. We figured we had valid liens, but they were somewhat iffy. Since the owners were fake people, those that signed the deeds of trust were fake, and the notaries were in on the fraud.  We did not really expect that any of the perpetrators would challenge the liens, so perhaps the title insurer could have brought an action to quiet title in the liens and been done with matters.   

The partner I worked for showed me a legal memorandum written by one of the young attorneys working for the title insurance company.  The memo was very well researched, well written, and well reasoned.  It concluded that the title company was not liable to our client, taking the position that the title insurer, too, had been defrauded, and that constituted a defense to its insurance contract. 

The partner I worked for asked me what I thought of the memo.  I told him I thought it was a pretty good memo and that we had a battle on our hands.  He said no, the client did not wish to respond to it.  I asked him why, and learned why he showed me the memo. 

Our client was a huge real estate lender in the state of California, and it gave all of its title insurance business to this title company.  In a given month, our client paid this title company premiums in an amount more than ten times the amount of this rather small claim. Our client looked at the memo, saw its denial of coverage, and promptly switched title companies.  We were told that several of the former title company’s offices across the state of California closed as a result. Our client provided most of the business at those areas.

The memo was well researched, well written, well reasoned and should never have gone out.  The title insurance company, and its lawyers, should never have contested the claim.  The big picture was that the title company saved perhaps $5,000,000, (or far less) and lost business amounting to $50,000,000 per month. The partner I worked for showed me the memo to make sure something like that never happened at our firm.  I have never forgotten the lesson.