Real Estate Transactions, Including Representing Business Clients in the Acquisition, Disposition, And Financing of Office, Retail, Residential and Mixed Real Estate Projects.

Recent Examples:

Representation of clients in acquisition of:

• An office building in Inglewood, California
• Property for residential development in Los Angeles, California
• Raw land for residential development in Thousand Oaks, California
• Parcels for construction of 92-unit condominium project, project financing, and disposition
• Site for 49-unit apartment project and in its construction financing and subsequent disposition of completed project
• Site for 43-unit condominium project and in subsequent disposition of completed project

Represented real estate lender taking a profits participation as part of its lending consideration.

Representation of partner in dissolution of real estate development partnership, requiring crossconveyances of easements and a common maintenance agreement

Representation of landowner in groundlease transaction with PacTel

Representation of CPA firms, law firms, manufacturers, restaurants, title company etc. in lease negotiations

Representation of developers in lease negotiations with retail and commercial tenants

Representation of outdoor advertising company in groundlease transactions

Representation of client in disposition of mixed use (condominium, retail, and office) site

Representation of various landowners/borrowers in restructuring debt, in recourse and nonrecoursesituations, before and after the January 17, 1994 Northridge earthquake

Advising clients on title insurance matters.

Representation of Homeowners Associations in disputes with its members and annexation procedures with adjacent property owners.

Advice, counsel and representation with respect to land use matters, including development agreements, applications for zone amendments, and parcel map approvals, conditional use permits, coastal commission permits, and condemnation matters, redevelopment agency transactions

Corporate Transactions, Including Representing Clients in the Acquisition and Disposition of Various Business Interests in the Outdoor Adverstising, Defense, Garment, Railroad, Computer, Real Estate, Aircraft, and Hospitality Industries

Recent Examples:

• Completed a leveraged buy-out of a defense subcontractor, effectuated through an ESOP
• Effectuated what ammounted to a divisive corporate reorganization utilizing Internal Revenue Code Section 1031, so as to mitigate the related party rules
• Represented a shareholder of a national mortgage brokerage in a tax-free division of the company.
• Represented a manufacturer in relocating to Mexico
• Represented disk drive seller in export transaction involving international letters of credit
• Represented a metal fabricating corporation in the redemption of 80% of its outstanding shares
• Created incentive stock option plan for start-up software developer
• Represented a swimwear manufacturer in the redemption of 60% of its outstanding shares
• Represented the purchaser of a railroad supply corporation
• Represented the seller of a messenger service
• Represented the selling shareholders of a large swimwear manufacturer
• Installed various executive compensation plans, including Incentive Stock Option (ISO) Plans, non-statutory stock option plans, golden parachute agreements, and Stock Appreciation Rights (SAR) deferred compensation plans
• Represented software development company in connection with software developmenttransactions
• Represented investor in acquiring interest in start-up venture

Business Structuring, to minimize taxes and exposure to liabilities, including formation of component entities and the related agreements between the entities, the owners thereof, employees and third parties

Recent Examples:

• Formation of restaurant operating entities
• Formation of single project acquisition corporations
• Formation of tiered limited partnerships for individual real estate development projects
• Representation of parties in the acquisition and start-up of related trucking companies
• Formation of close corporation to pursue condominium development
• Formation of motion picture production entity
• Formation of television production limited partnership with related financing

Negotiating and Documenting Lending Transactions, including the formation of financing joint ventures, participating lending devices, and security arrangements therefore.

Tax Counseling and Compliance Work, Including Documentation of Internal Revenue Code Section 1031 Exchanges, Corporate Reorganizations, Strategies to Minimize the Incidence Of Local Taxation and Representation of Parties Before Local Property Tax Authorities and in Examinations by the Internal Revenue Service

Recent Examples:

• Representation of party exchanging an office building in downtown Los Angeles for a shopping center in Marina Del Rey, California under Internal Revenue Code Section 1031, which entailed the problems inherent in a complex real estate disposition, a shopping center acquisition, and the need for limited partnership approvals and observing fiduciary duties.
• Conversion of a cooperative into a condominium
• Conversion of a hotel into a senior citizens home
• Establishment of tax-exempt charity
• Representation of limited partner investors in tax shelters being examined by the Internal Revenue Service
• Representation of parties in appeals of property tax audits
• Representation of parties in appeals of income tax audits
• Representation of parties in appeals of payroll tax audits
• Representation of parties in appeals of sales tax audits