Curriculum Vitae
EDUCATIONAL AND INSTITUTION EXPERIENCE:
Counsel primarily educational nonprofit institutions on all aspects of school operations and issues. A few examples include:
Retained by parent corporation to unwind the company’s purchase of three separate university systems consisting of approximately 175 campuses across the United States including related federal and state agency and congressional investigations and proceedings
Federal and California anti-discrimination laws, including Title VI, Title VII and Title IX, Age
Discrimination in Employment, Equal Pay Act, ADA, Family and Medical Leave Act, and Religious Land
Use and Institutional Persons Act; Counsel and advice on institutional policies and material for compliance with nonprofit status requirements under applicable state and federal law;
Advice to governing boards on fiduciary duties and liability;
Employment law issues- terminations, hiring, pay, leave, benefits, investigation of alleged wrongdoing, etc.
Insurance coverage issues and risk management;
Technology agreements;
Crisis management;
Online school agreements;
COMMERCIAL, CORPORATE, REAL ESTATE AND BUSINESS:
Counsel institutions, entrepreneurs, small and mid-size business, public corporations, charitable and nonprofit institutions, and related boards, on a wide range of sophisticated and complex commercial, corporate, real estate and business matters. A few examples include:
Represented the majority shareholder in the sale of a multimillion-dollar corporation to a private equity fund comprised of international investors through a unit repurchase and capitalization transaction involving a multiple step redemption of interests, purchase price adjustments based on valuations on an exit sale by the fund;
Represented company founder in $350 million asset sale of company to an international food and beverage company;
Acquisition by a privately funded company of a medical limited liability company that developed middleware for capturing in hospital patient biometric data from medical devices;
Acquisition of numerous radio stations and related real estate properties across the United States involving asset purchase agreements, ground leases, radio tower leases, easements, FCC licenses and time brokerage agreements;
Initial public offering (SEC and NASDAQ compliance) for a based long distance service provider as well as the later divestiture of operating subsidiaries culminating in the eventual merger of the remaining company into a third-party purchaser;
Corporate restructuring and refinancing of $100 million dollars of multifamily buildings;
Section 368(a)(1)(D) reorganization of a coffee company and a vending company to create a unified business entity with a shareholder buyout and shareholder restructure of ownership interests; subsequent asset sale of the company to the largest coffee company in the United States;
Private placement qualifications and private placement memorandums under state and federal securities laws;
Negotiated and drafted hundreds of business documents such as employment agreements (numerous executives and university president), separation agreements, non-disclosure agreements, merger and acquisition documentation, asset purchase agreements, commercial real estate transaction documentation, shareholder agreements, joint venture agreements, international distribution agreements, patent use agreements;
Insurance advice related to entity risk management and coverage types and limits; real estate title insurance issues and coverage options;
Conducted an internal investigation of large private educational institution of EEOC complaint alleging gender discrimination, harassment and retaliation.
BUSINESS LITIGATION AND COUNSELING:
Successfully litigated, arbitrated and mediated hundreds of complex business and commercial litigation matters, and handled dozens of state and federal appeals, including matters involving breach of contract, business torts, fraud, breach of fiduciary duty, corporate derivative actions, real estate disputes, trade secrets, unfair competition, unfair business practices, securities fraud under state and federal securities laws and regulations, broker- dealer liability, insurance coverage, corporate governance and control. A few examples include:
Defense of a company against claims from federal regulatory agencies regarding violations of rules and regulations relating to telemarketing activities;
Representation of a company against a third party for misappropriation of company assets relating to broadcast rights;
Representation of bank president and director in multi-million dollar claims for fraud and misrepresentation in a private placement offering;
Representation of Nobel Prize winner in medicine in lawsuit involving business partners for fraud and improper conduct;
Defense of business owner against claims by a third party over alleged ownership rights in the business;
Representation of several actors for residuals due under a popular television series;
Representation of University Deans on employment issues and third-party extortion attempt;
Defense of a national insurance company for breach of contract over alleged defects in software and services provided;
Representation of multiple parties in litigation over the ownership rights of a privately held company;
Representation of a securities brokerage firm against an international trading house for improperly handling arbitrage currency transactions;
Representation of a family invested in an overseas insurance fund; Representation of trustee against a bank for mismanagement of trust assets;
Representation of a public company against another public company for defaults under a multiyear broadcast tower lease;
Representation of radio station owner against non-US based stations illegally
broadcasting across the border and interfering with the station’s broadcast signal;
Representation of film company against third parties for copyright violation and improper distribution of property/film owned by the film company;
Representation of a party against various contractors for
various construction defects related to a multimillion-dollar project;
HONORS AND AWARDS
Top Lawyers California, American Lawyers Media
Southern California Super Lawyer
Martindale-Hubbell Preeminent AV Rating (Highest Rating Ethics & Legal Ability)
Top 1% American Professionals, American Registry
Pacific Coast Business Times, Who’s Who Professional Services
Rotarian of the Year 2016-2017, Thousand Oaks Rotary Club
Mike O’Briene Award for Innovation 2017-2018, Thousand Oaks Rotary Club
Mike O’Briene Award for Innovation 2019-2020, Thousand Oaks Rotary Club
Bob Morrison Award For Above & Beyond All Around Service to Rotary 2019-2020, Thousand Oaks Rotary Club
Triple Crown Donor, Rotary International, District 5240
Major Donor, Rotary International
Paul Harris Fellow & Society, Rotary International
American Jurisprudence Award for Antitrust
American Jurisprudence Award for Administrative Law
American Jurisprudence Award for Contracts
American Jurisprudence Award for Real Property
American Jurisprudence Award for Civil Procedure
American Jurisprudence Award for Torts
Corpus Juris Secundum Award for Academic Excellence