GSH Transactional Roundtable | Gonzalez Saggio & Harlan

The Transactional Roundtable features nationwide updates on current matters from the GSH Transactional Department.

Assisted two Non-US clients with obtaining mortgage financing and the purchase of real property in the US.
Commenced the formation process for a $200 million private equity fund that will make investments in West African Oil and Gas infrastructure companies.
Representing a prominent regional minority business development non-profit in the acquisition of a local non-profit’s assets and mission.
Representing a regional broker in the offering process for its joint venture fund of funds product that will invest in emerging hedge funds and their managers.
Representing a multi-national in the formation of a US subsidiary and the issuance of its stock to management.
Advised and guided a software development client through termination of an at-will individual contractor to establish “work for hire” ownership of deliverables and avoid claims of employment rights and benefits.
Drafted amendments to an agreement for collaboration on mobile phone applications integrating software and hardware solutions resulting in new intellectual property, including provisions regarding use of feedback and joint ownership of relevant patents and copyrights.

Advised a board chairman of a nonprofit corporation, based upon corporate bylaws and California statutory law, regarding executive committee authority and the ability of the board or board committees, in light of disagreements with direction of management by the CEO, to suspend or terminate the chief executive and install new management, and remove CEO from board.
Crafted a Trust Agreement to place under control of a Trustee a multi-million dollar real estate parcel as part of the process to effectuate partial payment on a debt. Trustee charged with short-term rental and ultimate sale of the property with disposition of proceeds to various creditors in a quasi assignment for the benefit of creditors’ transaction. Trustee powers include the ability to lien the property to cover administrative and carrying expenses.
Worked with company to assess challenge to competitor’s alleged DBE status including possible result under applicable state regulation.

Represented Fortune 100 Building Solutions Provider in connection with an upper six figure subcontract agreement with the world’s No. 1 supplier of manufacturing, transportation, building and lighting systems.
Served as sole counsel to the underwriters (syndicate) for which a major bank acted as representative in connection with a nine figure State of Wisconsin deal.
Represented major national retailer in negotiations and prosecution of claims for unpaid rent by parties subleasing commercial space.

Retained by a New York State Public Authority for two separate real estate transactions: (i) the sale of a hotel development site in Albany, New York; and (ii) the sale of an industrial site on Long Island containing both a factory and warehouse building.
Retained to handle a $10 million private equity fund investment by a Fortune 500 company.
Retained as general counsel to a large Las Vegas based hedge fund.
Advised and assisted client in creating a new company to enable healthcare companies to distribute drug samples to non-profit organizations that ship supplies to and work in disaster areas.

Retained by large law firm as special counsel to navigate major corporation through diverse certification process in Midwest office.
Retained by Chamber of Commerce to prepare commercial lease for financial institution.
Provided legal opinion to governmental sponsored mortgage lender regarding potential constitutional challenges on various grounds, e.g., ‘regulatory takings’, due process, equal protection, to tenant relocation obligations affecting mortgage holders foreclosing in municipal rent-controlled jurisdictions.

Representing Fortune 100 Building Solutions Provider in connection with an 11.6 million dollar energy efficient performance contract for a university located in Washington, D.C.
GSH is a subcontractor on a Team engaged by the State of Illinois acting through the Illinois Department of Transportation. The master contract with the Client is to provide Strategic and Financial Planning Assistance for Alternative Contracting Methods. Initial tasks now being undertaken by GSH include analyzing design-build legislation and drafting public-private partnership legislation for the Department of Transportation. These steps are precursors to application of such alternative procurement methods to large-scale transportation projects in the State.
Serving as co-underwriters’ counsel in connection with over $650,000 in general obligation bonds for a State.

Provided local representation and counsel for subsidiary of European manufacturing company and its acquisition of assets from U.S. entity, and assisted with related employee hiring, establishment of new benefits programs and related business transition issues.
Represented Fortune 100 Building Solutions Provider in connection with million dollar subcontract for a state Department of Corrections.
Assisted a Wisconsin and Canadian based corporation to file the necessary applications to obtain authority to transact business in foreign jurisdictions.

Represented large community non-profit organization, as to its reorganization and restructuring of debt and ownership of real estate in Wisconsin.
Managing and negotiating construction contracts for one of the largest global spirits companies in the world out of the California office.
Represented Fortune 10 bank in negotiation of intercreditor agreement and related rights and interests in collateral assets throughout the firm.
Assisted Fortune 50 bank on a SBA loan modification.
Represented metropolitan Convention Center Authority with respect to preparation of non-exclusive access and use easement for the benefit of adjoining property owner.

Developed WBE certification strategy for multi-state company.
Turned around urgent contract revision request for Fortune 50 company in a 24-hour time period.
Worked with a majority shareholder to restructure ownership of multi-million dollar company using wealth management techniques.
Working with major manufacturer in Indiana to review and update certain leasing provisions.
Advise in-house counsel for multi-national bank regarding restructuring of commercial business loans