I am a Los Angeles-based business lawyer with three decades of transaction and litigation experience.
I work with family owned businesses, LLC’s, partnerships and corporations on equity and debt financings, contracts, entity ownership and control issues, and mergers and acquisitions. Some clients hire me only to review their NDA’s and operating agreements with various special purpose vehicles. My clients are technology based businesses, speciality consultancies, private equity investors, Saas (software as a service), software, cannabis cultivators, multi-family real estate investors, cloud computing managed service providers and creative producers, authors, photographers, web-influencers and writers. Many clients are angel funded, VC backed and do multiple rounds of financing.
I am not merely a draftsman. I dig into a clients business plan, formulate business strategy, corporate development partnerships, business plan testing and help shape a client’s organization and approach. I am a part of the client’s challenge network.
WHY CHOOSE ME
Expert Lawyer Who is Invested in Helping Your Business Succeed
I want to know your business plan and will ask you for permission to understand your assumptions and to test them. My primary goal is to help clients negotiate and close their transaction with an eye to an appropriate risk-reward balance. Read about my approach.
Risk – Reward Perspective
Because I litigated in Federal Court for more than 15 years, my perspective is how a particular issue, provision, approach might play out in litigation. I have been up against the largest firms – even as a solo – and know from experience how warranties, indemnities and limitations and liability provisions (e.g. the risk allocation provisions) play out in front of judges, mediators and arbitrators (as well as juries).
I am also an active investor and LP member of several private equity investment funds. I always look at a deal I negotiate from the perspective of: Will this deal add significant enterprise value.
I approach problem solving from diverse experiences and a curious questioning mind. I have negotiated patent licenses with large corporations, litigated ip in Federal court, bought and sold companies on behalf of tech founder clients and know the ins and outs of insurance, securities fraud litigation and limited partnerships. As outside counsel, you will benefit from my out of the box thinking.
Early on I was told that a transactional lawyer could not litigate well and that a litigator cannot do deals. They were wrong and I am stronger because I have done both well.
I was a Fulbright Fellow at the University of Tokyo, Graduate School of Law from 1992 – 1993. My focus was the Licensing of technology by Japanese information technology companies. I have traveled throughout the world, lived in Tokyo for four and a half years after college and law school and speak fluent Japanese. I can also dabble in French.
In 2005, I went back to school and received an LLM in Taxation from Golden Gate University School of Law. I did this because many of my clients are pass thru entities and partnerships and the taxation of pass thrus plays a big role in may types of deals I do.
- Member of Connecticut, New York and California Bar Associations (inactive DC Bar)
After returning from the Fulbright in Tokyo in the Fall of 1993, I was invited to publish some of his findings in a work entitled Japanese Research Projects and Intellectual Property Rights (US Commerce Department, 1996). In 1993, I formed the Arts and Technology Group® in New York City to combine work with clients in the arts (namely film), software and information technology. My earliest work was as a copyright infringement litigator. I worked with the Volunteer Lawyers for the Arts in New York City representing independent songwriters, film producers and arts entities. One of my first cases resulted in obtaining a temporary restraining order and injunctive relief on behalf of a Dominican Republic filmmaker seeking to screen her version of Columbus’ discovery of the New World. Judge Kimba Wood presided in the US District Court of New York.
I also began to leverage relationships in the Japanese government, the US Trade Rep Office into work on US-Japan trade disputes. In 1991, after an internship at the USTR’s office of Japan and China, I was hired to represent Allied Stamp, a US wholly-owned subsidiary of the Blue Chip Stamp Company in Japan to assist to ease the effects of a Japanese anti-trust law that prohibited the sale of “buy-one get one free” type promotions in small retail shopping districts. The client was gracious enough to have me work directly with Senator Don Nickles (Oklahoma), members of DOJ’s Anti-trust group and my former superiors at USTR. My work was to meet with many of the Japanese government regulators that I had gotten to know during my Fulbright year, to meet stakeholders in retail including woman’s rights groups and consumer groups, and to forge relationships in the industry with the hopes of lessening any objections to the proposed changes. The result was that this non-trade barrier was included inside talks between the US and Japan and eventually led to an easing of these barriers. Read more here. Additional engagements followed.
In the Winter of 1997, I moved to California to join the Tech Transaction Practice Group of Cooley Godward LLP in Palo Alto, California. I focused on drafting, negotiating and advising on licensing, distribution, development, spinouts and other agreements for Silicon Valley software and tech giants. I was then invited to join two Cooley Godward clients as assistant general counsel – noosh.com a web-based procurement entity and then Loudcloud, an early Cloud services company. Loudcloud became Opsware (was on Nasdaq as OPSW) and was ultimately sold to Enron and HP after Gregory left.
I later merged the Arts and Technology Law Group in a partnership with Richard J. Idell in San Francisco.
In 2007, my wife and I moved to Los Angeles.