Nevers, Palazzo, Maddux & Packard, a Professional Law Corporation

Mergers and Acquisitions

The president of a component part manufacturer and distributor engaged our attorneys to assist him in a management buy-out of his employer. The target company was a subsidiary of a multi-national company based in Japan that was interested in exiting the target company's industry. Our attorneys developed and negotiated the structure of the transaction allowing our client to purchase the assets of the target company for a fraction of the initial asking price. Upon completing the acquisition, the client then relied on our attorneys to help restructure the business, develop a business plan, locate new accounting professionals and identify new management.

The majority shareholder of a growing distribution company engaged our attorneys to assist with a complicated buy-sell agreement among five shareholders and to develop business agreements for the company's niche business model. After developing a buy-sell agreement that addressed various competing interests and documenting the necessary business agreements that the company needed to execute its business plan, our attorneys were then asked to help position the company for sale as a platform business for a larger player in the company's industry. Our attorneys negotiated with investment bankers on behalf of the company and its shareholders securing favorable terms pursuant to which the investment bankers would market the company for sale. After assisting the company's shareholders in negotiating with several potential purchasers, our attorneys helped select a strategic buyer that was publicly traded and willing to pay a substantial premium for the company. Our attorneys then negotiated with the buyer to secure favorable terms for the sale of the company, which ultimately resulted in a substantial windfall for the company’s shareholders while at the same time, insulated them from future liability.

A CPA called us because negotiations had gone sour in a client sale of its privately held corporation to a Fortune 50 company. Our company was referred because the CPA believed our extensive expertise and experience in the purchase and sale of businesses might be able to salvage the deal. After meeting with the CPA and the client shareholders to understand the background and their goals, we were able to re-establish dialogue with the potential acquirer and negotiate a successful sale.

Business Counseling and Planning

Our firm was hired by a video game designer to advise him on the legalities for leaving his current employer, and shortly thereafter we helped him form a new corporation, lease offices, hire personnel and negotiate key customer contracts. We assisted the company with its employee incentive plans, fee agreements and ongoing operations, and three years after the company's formation, represented the company and its founding shareholder in the sale of the company to a multi-national corporation for a substantial cash payment.

An employment law attorney referred to us a client who was exploring the use of institutional financing, angel investments, private equity and other alternatives to fund its growth. The client was using a large national firm, but believed that although it was getting large bills for routine corporate work, it was not receiving the advice and attention it needed to help formulate its strategies for growth. We met with the key officers and advisors of the client and helped guide the client to a new growth strategy and exit plan that the client could enthusiastically implement and support.

A specialized litigation defense attorney referred his friend and neighbor to us in connection with a manufacturing and distribution company. The friend and neighbor worked for the company, which was owned by his father and two other shareholders of his father's generation. Over the years, and in addition to helping the company with equipment leases, trade secret disputes with new and former employees, real property transactions and other planning and operational issues, we assisted the company in developing and implementing strategies by which the father increasingly transferred management responsibility to his sons, the company and the sons repurchased the shares of the father's two original partners, while the company continued to grow and prosper.

Entity Formation and Financing

A long-time, successful client asked our attorneys for help in developing a new line of business to increase revenue. Our attorneys responded by assisting the client in hiring a management team for the new business, developing a strategy to enhance the value of the new business and positioning the new business for venture financing. After implementing the strategy, the client then asked our attorneys to negotiate agreements with its investment bankers in connection with obtaining venture financing and to help identify and evaluate venture capital investment proposals. The venture financing transaction required the client to restructure initial investments, spin-off the new line of business into a Delaware corporation, and create a flexible venture financing structure involving three classes of securities (Series A, Series B and Redeemable Preferred). Our attorneys helped structure, negotiate and document the transaction, and then assisted the client with completing multiple financing tranches within the negotiated investment structure.

A real estate attorney referred his client to our firm's corporate attorneys to assist in connection with extricating the client from an unfavorable financing arrangement with a vulture capitalist. Our attorneys structured and negotiated the exit strategy while at the same time negotiating the client's new financing arrangements with another equity partner under considerably more favorable and creative terms. The client's new financing arrangement included mezzanine equity and subordinated debt, as well as complicated cash waterfall provisions used to accommodate negotiated priority returns. Our attorneys helped coordinate the closing of both transactions simultaneously giving the client additional leverage with both the old and new financing sources.

Shareholder and Partner Agreements and Disputes

A business attorney who represented a successful real estate development company and one of its shareholders could not represent either party when the two key shareholders had a dispute concerning the company's direction, the role of the shareholders in operations and management and related monetary issues. He referred our firm to the shareholder client because he believed that we had the skills and temperament to get the dispute resolved in the face of threatened litigation. We were able to assist the shareholder in negotiating a buy-out of his shares on terms that allowed him to pursue other business interests.

The firm represented the plaintiff in a ten-week trial in a dispute between equal members of a limited liability company investment bank, including an LLC dissolution action. The case settled before we concluded our presentation of plaintiff's case.

The firm successfully represented a minority shareholder in a lawsuit against the majority shareholder of a radio station for breach of fiduciary duty, breach of shareholder agreement and removal of corporate director, resulting in very favorable settlement for client following beneficial rulings by the trial court on substantive issues.

Insurance Law

As lead counsel for a national insurance company, we litigated a multi-party insurance coverage action in federal court involving asbestos, silica and environmental claims against international manufacturer, resulting in long-negotiated and favorable settlement of the lawsuit.

One of our shareholder represents a national insurance company as its lead counsel in numerous insurance coverage lawsuits and related matters. We also act as supervising and coordinating counsel directing larger firms acting as local counsel in the representation of the client.

We obtained a successful ruling on a substantive motion involving a complicated contract, release and insurance issues in a federal court insurance coverage action for a national insurance company, saving the client in excess of $20 million.

Business Litigation

After a seller backed out of an $8 million sale of an appreciating commercial building, with a lease to buyer during a one-year escrow, our client buyer won in trial a judgment of specific performance. The Court ordered seller to deliver title and denied the seller's breach of lease claims. Our client then won a motion to recover all attorneys' fees and costs in the amount of $293,486.

Our clients obtained a settlement on the second day of trial in Contra Costa County of breach of fiduciary and fraud claims against our client's real estate broker and the broker's father who used our client's confidential information to purchase property through a bankruptcy court bid.

The firm defended a significant real estate client in multiple lawsuits directed by a Los Angeles plaintiff's attorney. We tried a related commercial unlawful detainer action to a defense verdict, which led to positive outcomes in other related litigation, including the dismissal of all such cases. Our attorney then testified under subpoena for the State Bar of California in proceedings against the now-disbarred plaintiff's attorney.

One of our shareholders tried two separate week-long matters in a bifurcated case in the U.S. District Court for the Western District of Washington concerning a dispute between joint venturers in a yacht construction business.

We developed a relationship with a growing medical supply company by successfully defending the client in complicated health insurance litigation against two national health insurance companies. The successful outcome and continued relationship resulted in significant corporate transactional work for the firm, as well as additional litigation work.

Real Estate

We assisted a publicly-traded real estate management and investment company in the acquisition of numerous multifamily properties, including equity financing with a variety of institutional investors, debt financing with major conduit lenders, defeasance of existing debt, issuing non-consolidation opinions and related issues.

Since its founding, our firm has represented developers in various contract, leasing, real estate and construction-related issues, guiding clients to solutions through negotiation and if required, litigation.

We represented an investor in the sale of a single-tenant office building in Los Angeles which is part of a campus that houses the operations of a national financial institution, and in the renegotiation of the client's lease with that tenant.

Real Estate Finance

We have represented a major public company as California counsel in numerous multi-state real estate refinancing transactions involving major secured real estate lenders.

We represented a real estate developer in the recapitalization of a mixed-use development project, including equity and subordinated debt.

We have represented local and national banks in numerous transactions to finance the construction of retail, office and housing developments in Southern California, including the issuance of long-term letters of credit to trustees for municipal bondholders and construction phase letters of credit to Fannie Mae and Freddie Mac in affordable housing transactions.

Real Estate Litigation

Our litigators obtained summary judgment for defendant seller in a specific performance action concerning commercial real estate, preventing an expensive and risky trial. Our client's motion for attorney fees was withdrawn and the case settled when plaintiff paid our client $110,000 for attorneys' fees and gave up appeal rights.

Our firm represented multiple clients in a three-week jury trial in Sacramento County defending against a claim by an unlicensed “broker” for a “management fee” of ten percent of a $24 million property sale. A verdict of one-third of fee claimed was vacated by the granting of our clients' motion for new trial. New trial was then avoided as a result of a fifty-two page opinion of Court of Appeal adopting our position and directing reversal and entry of judgment for our clients.

Our shareholder engaged in an eight-day arbitration before the American Arbitration Association of a dispute between shareholders with respect to interests of a corporation and individuals in Oklahoma oil wells and stock of the company. Our client received a favorable award including $100,000 in attorneys' fees. The award was set aside by the Superior Court because the Arbitrator exceeded his powers in granting too much relief. The case thereafter settled.

We defeated a lawsuit filed against our client involving the development of retail commercial property filed by adjacent property owner seeking easement rights.

We represent a national food franchisor in various real estate litigation matters for Southern California.

Employment Litigation

We successfully defended the claims of a terminated computer game artist employee for overtime compensation and tort damages for wrongful termination. Our motion for a non-suit on the wrongful termination claim and punitive damages was granted after plaintiff's case. At the conclusion of trial, judgment for our client was entered based on the Court's agreement with our contention that the artist was within the professional exemption to wage and hour laws precluding any award of overtime pay.

We successfully defended an employer in a sexual harassment claim by a male employee against a female supervisor. The case was dropped after we served a subpoena on plaintiff’s psychiatrists.

We successfully defended our client before the California Labor Commission against the claims of a salesperson seeking more than $100,000 in compensation for overtime and break time. In a two-day hearing we convinced the hearing officer the employee was exempt and not entitled to any award.