Mr. Wall is a senior partner in the firm's Corporate Section whose practice focuses on acquisitions, sales and reorganizations; venture capital transactions; securities including numerous public and private offerings; health care; broad-based tax planning including real estate development and financing; real estate acquisition and exchanges; preparation of loan documentation for lenders; and franchising registration. His Martindale-Hubbell legal rating is AV, the highest possible. He has been selected in Los Angeles Magazine as one of the Super Lawyers in Southern California.
Mr. Wall is active in the business and civic community as a director of the Forum for Corporate Directors, CASA (Court Appointed Special Advocates), Association for Corporate Growth and the New Majority, which he co-founded. He also has been a director of ANFI Inc. (a NASDAQ company, where he chaired the special committee evaluating an acquisition proposal) and the Orange County Museum of Art.
Mr. Wall received his J.D. in 1974 from the University of Miami, after receiving a B.A. in Economics from the University of Virginia in 1971. In 1979-1980, he attended the University of San Diego Tax Program and during that time served as research assistant to Yale Professor Boris Bittker on his five-volume "Treatise on Federal Income Taxation."
REPRESENTATIVE MATTERS
· Representation of Advantage-Crown Sales & Marketing, Inc., a national food distributor in connection with an approximate $260,000,000 acquisition by a New York Stock Exchange Company.
· Representation of American Title, a NASDAQ traded title insurance company, in connection with its merger with Fidelity Title in a deal valued at $182,000,000. Also served as head of a Special Committee of the Board of Directors that negotiated the transaction, as well as reviewing the fairness of compensation paid.
· Representation of Ocean Pacific Apparel Corp. (Op) in connection with its acquisition by Warnaco for between $40,000,000 and $60,000,000.
· Representation of a cable TV station with a valuation of approximately $216,000,000 merging into a publicly owned entity.
· Representation of Pacific Ethanol Inc. in connection with its merger into a public company, related proxy filings and add-on financings.
· Representation of Ruby's Restaurant Group in connection with an ownership reorganization.
· Representation of an aerospace company acquired by Boeing Corp. for approximately $50,000,000.
· Structuring and preparation of a $30,000,000 Regulation D Private Placement Memorandum for specified income property.
REPRESENTATIVE CLIENTS
· Ambassador George L. Argyros
· Capital Pacific Holdings
· ClearLight Partners, LLC
· International Bay Clubs, Inc. (Balboa Bay Club and Newport Beach Country Club)
· Liam Ventures, Inc. (William F. Farley)
· McDonald's Corporation
· Mellon Venture Capital
· Ocean Pacific Apparel Corp. (Op)
· The Outdoor Channel
· Pacific Ethanol, Inc. and Bill Jones (former California Secretary of State and U.S. Senate Candidate)
· Ruby's Restaurant Group
· William E. Simon and Sons
PUBLICATIONS/SEMINARS
· Lecturer, Forum for Corporate Directors: "Structuring Public Transactions for Defense of Potential Class Action Securities Litigation" 2005
· Lecturer, Forum for Corporate Directors: "Relationship Between the Board and the CEO Responsibilities and Liabilities Lessons Learned from the Disney Ruling" 2005
· Lecturer, Orange County Bar Association: "Drafting LLC Operating Agreements" 1995
· Lecturer, Crittendon Group on One Hundred Percent Financing; Topic: "Structuring Contingent Interest Loans" 1986
· Lecturer, at Canton University, Canton, China on U.S. Taxation 1985; additionally, assisted the Dean of the Graduate Business School and Dean of the Law School at Canton University in developing their curriculum.
PRACTICE GROUPS
· Corporate/Securities
MEMBERSHIPS/ADMISSIONS
· State Bar of California
· State Bar of Florida
COMMUNITY/AFFILIATIONS
· Director ANFI, Inc. (NASDAQ), director 2002-2003, Chairman of Special Committee reviewing fairness of acquisition proposal
· Forum for Corporate Directors, director 2004-present
· New Majority, founder and director 2000-present
· Association for Corporate Growth, director 2006- present
· CASA (Court Appointed Special Advocates), director 2004-present
· Orange County Museum of Art, director 1997-2002
· Big Canyon Country Club, member