| Transactions | Mergers & Acquisitions /Private Placements: Acquisition of Danish/Hungarian Company: Deal counsel for the acquisition of a Danish company, which owned a Hungarian subsidiary. Client acquired both entities. Prepared all definitive documents for underlying transaction and hired and managed local Danish and Hungarian counsel. Merger of $10M Software Business: Represented purchaser of software business and consulted with various counsel in stock-swap/cash transaction structured as a reverse triangular merger. Merger; Asset Purchase and Stock Purchases Various Businesses: Represented acquirer of numerous businesses, each of which was a multi-million dollar transaction. $25M Private Placement for Software Business: Represented issuer in connection with its $25M private placement of shares to New York private equity firm. Prepared and negotiated all definitive documents on behalf of client and the underlying deal. $50M Private Placement: Represented issuer in connection with a $50M private placement of shares. Sale of Real Estate Brokerage Business: Represented Seller of real estate brokerage business to large national brokerage firm. Handled due diligence and all aspects of closing of transaction. Acquisition of Franchise Businesses: Counsel to various clients that acquired franchises such as, but not limited to, McDonalds, Quizno's, and Subway. Prepared and negotiated all definitive documents. Financings: 35 Million Euro Loan: Served as deal counsel to 35 million Euro financing. The loan was to be secured by assets of client located in 6 countries; hired and managed local counsel in each jurisdiction. Prepared and negotiated various deal documents. Line of Credit: Represented software developer in obtaining a $5 million line of credit, secured by certain assets. Drafted and negotiated transactional documents, and authorizing resolutions and opinions in connection with the transaction. General Corporate Representation/Corporate Governance: Directors and Shareholders Meetings: Counsel client interests during these critical formal corporate meetings; counsel board and shareholders on a regular basis. FORM BUSINESSES; Prepare and negotiate organizational documents: on behalf of clients for corporations, limited liability companies (LLCs), partnerships and business trusts for all types of businesses. Prepare shareholders agreements, Buy-Sell, Operating Agreements, Partnership Agreements and Joint Venture Agreements: Consult and prepare these agreements for various types of business transactions. Employment Matters: Counsels his clients on employment matters and prepare and negotiate underlying documentation. Contracts: Prepare and negotiate vendor, supplier and other third party contracts on behalf of his clients. Representative industry groups in the General Corporate area: include but are not limited to the following business categories — technology companies, software developers, manufacturers, distributors, telecommunications provider, cell phone business, real estate developers, home builders, real estate holding companies, management companies, distribution companies, franchisees, restaurants, consulting firms, service businesses, contractors, and accounting and financial services firms. Software Development/Licensing: Prepare and negotiate software development agreements, licenses, and statements of work, work orders and related documentation for software clients. Transactions were negotiated with industry-leading companies, for agreements with clients, with such firms as: Google, IBM, and Blue Cross Blue Shield. Acquisition & Sale of Real Property/Financing/Leasing: Acquisition of $72 million Apartment Complex: Represented Buyer in the acquisition and subsequent refinancing of 640+ unit apartment complex located in Maryland. Drafted and negotiated documents in connection with the financing and refinancing of that transaction. Acquisition of Office Buildings $140M Located in Pennsylvania AND $100M LOCATED IN OHIO: Represented Buyer in the acquisitions. Drafted closing documents for the acquisition and financing of that transaction and drafted opinions. Sale of Commercial Building $2.25M Located in Baltimore: Represented Seller in the sale of $2M+ commercial building that is being converted into a hotel. Negotiated and drafted all definitive documents relating to this deal. Sale of Real Estate Project for $400 Million: Represented Seller in $400 million sale of real estate projects located in Maryland to a large developer structured in the form of a joint venture/contribution. Drafted transaction documents and conducted due diligence relating to the transaction. Various Purchases/Sales of Office Space Projects in Maryland, District of Columbia (DC) and Virginia -- for Private REIT: Represented REIT in the purchase and sale of various office space real estate projects located in Maryland, the District of Columbia (DC) and Virginia. Each transaction ranged from $10 million to $60 million deals. Various Purchases, Sales, Joint Ventures of Office Space, Shopping Centers, Malls, Strip Centers and Development Projects in Various States Throughout the United States (US): Represented various clients in the purchase, sale and joint ventures of various real estate projects; hire local counsel as necessary. Local Counsel Dealings: Served as Maryland "local counsel" to large law firms located in New York, Philadelphia and other large cities located within the United States. Trademarks: Trademark Prosecution: Prepare and file applications with the United States Patent & Trademark Office for clients seeking protection of their trademarks. Handle full prosecution of applications. Trademark Infringement Actions: Represented both alleged infringers and owners in various trademark disputes. Trademark Cancellation Proceeding: Represented international client in cancellation proceeding of its trademark in the United States. |