John Giovannone has more than 30 years of legal experience in a wide range of corporate and securities matters. His experience spans several public and numerous private securities offerings, venture capital financings, fund formation, including hedge funds and commodity pools, a large number of public and private mergers and acquisitions, the representation of foreign investors in U.S. businesses, securities workouts and rescission offers, bankruptcy, franchise matters, securitizations, derivative instruments (including commodities transactions) and REIT representation.
John's industry experience includes computer software and hardware, e-commerce, life sciences, and investment services (including the representation of broker-dealers, investment advisers, hedge funds, REITs and commodity futures commission merchants, precious metal dealers, trading advisers, and pool operators). He has also been closely involved in technology licensing and related product distribution, both in the U.S. and internationally.
Areas of Concentration
· Corporate and securities
· Joint ventures, strategic alliances and licensing
· Mergers and acquisitions (public and private companies)
· Private equity, venture and hedge fund formation
· Broker-dealer, investment advisor and commodities
· Bankruptcy
· Real estate syndications
· Franchising
Significant Representations
· Represented the Investment Pool Committee and the Schools Subcommittee in the Orange County Bankruptcy, then the largest municipal bankruptcy in U.S. history.
· Represented a variety of high technology and other emerging growth companies seeking either to raise capital to finance their businesses and carry out their business plans, or to expand their product lines through the acquisition of other companies.
· Represented various independent ventures created to develop and exploit new technologies.
· Represented various public and private companies in more than 100 life sciences transactions.
· Represented major real estate brokerage franchisor and consumer services franchisor.
Professional & Community Involvement
· Arbitrator, National Association of Securities Dealers (NASD) and National Futures Association (NFA)
· Member, Orange County Bar Association, Business & Corporate Law Section
· Member, State Bar of California
- Past Member, Corporations Committee, Business Law Section
· Past Chair, Beverly Hills Bar Association, Corporations and Commercial Law Section
· President, Juvenile Diabetes Research Foundation of Orange County
· Special Bankruptcy Trustee
· State Bar of California
Awards & Recognition
· Listed, The Best Lawyers in America® (2006-2011), Corporate Law / Mergers & Acquisitions (2012)
· Ranked AV® Preeminent™ 5.0 out of 5
Other Experience
· Served as attorney for the Commodity Futures Trading Commission in Washington, D.C.
Articles, Publications, & Lectures
Articles
· Co-Author, "Could You be Charged With a Crime for Failures by Prior Management to Pay Over Employment Taxes to the IRS?" Orange County Business Journal, November 2011
· Author, "The 'Standard' M&A Transaction," Orange County Business Journal, September 2011
· Author, "What's Ahead for Public Company Boards and Who's Running the Asylum?" Orange County Business Journal, April 2011
· Author, "Is that Earnout Really Right for You?" Orange County Business Journal, August 2010
· Author, "Public Board Membership: If You're Invited to the Table, Should You Take a Seat?" Orange County Business Journal, April 2007
· Author, "No Free Lunch," OC 360: The Art of Living, February 2007
· Author, "Danger in Down Rounds," American Venture Magazine, October 2006
Lectures
· Panelist, "Takeover Defense, Stockholder Activism and Corporate Governance - A Practical Insight into What to Do and Not to Do," November 2011
· Panelist, "Mergers & Acquisitions: A Vehicle for Building, Maximizing & Realizing Business Value - A Case Study," 2011 Business Growth Conference, USC Marshall School of Business and Harvard Business School Association of Orange County, CA, May 2011
· Panelist, "Cashing in for Maximum Value: Finding the Best Exit Strategy Even in Today's Market," 2010 Business Growth Conference, USC Marshall School of Business and Harvard Business School Association of Orange County, CA, May 2010
· Panelist, "Managing Your Way Through a Turnaround," Southern California Business Growth Conference, Harvard Business School Association of Orange County and Los Angeles Venture Association, May 2009
· Panelist, "Deal Making in a Turbulent Market: Finding the Best Exit Strategy," The 24th Annual Entrepreneurs Conference, Harvard Business School Association of Orange County, May 2008