PRACTICE AREAS

 
 

CORPORATE

Gorman & Miller’s corporate group handles most types of commercial and business transactions. Its lawyers have represented businesses of all sizes and stages, ranging from start-ups to Fortune 500 companies. Its clients range from small, California-based companies to multinational corporations. The department’s practice is primarily transaction-oriented. It has particularly strong expertise in handling the legal issues facing high technology companies, including financings and acquisitions. In addition, the department provides general business planning, and counsels individuals and firms with respect to shareholder agreements, executive compensation, limited liability companies and general corporate matters.

Our corporate department takes special care to be cost-effective. Unlike many large firms, it does not overstaff projects with junior lawyers with little experience. As a result, its lawyers handle matter quickly and economically.

Recent transactions include the representation of a large Chinese company in a successful $20 million stock offering, representation of the selling stockholder in a multi-million dollar stock sale in a privately-held corporation, negotiation and preparation of intellectual property licenses, preparation of product distribution agreements, representation of a Silicon Valley high technology company in the closing of a preferred stock financing, corporate asset sales, and the successful reorganization/merger of a California-based corporation. In addition, we represent clients on the potential sale and acquisition of foreign and domestic corporations.

REPRESENTATIVE MATTERS

  • Asset Sales

  • Buy-sell Agreements

  • Consulting Agreements

  • Construction Agreements

  • Corporate

  • Employment Agreements

  • International Agreements

  • Joint Venture Agreements

  • License Agreements

  • Loan Agreements

  • Manufacturing Agreements

  • Mergers and Acquisitions

  • Security Agreements

  • Stock Option Plans

  • Stock Sales

  • Trademarks

  • Venture Capital Financings

For more information about our corporate and business law services, please click on the following link: Jonathan Blau.

 

REAL ESTATE

Gorman & Miller’s real estate practice provides both transactional and litigation-related services. The firm has expertise in handling purchases and sales, distressed debt workouts and bankruptcy sales, mortgage financing, exchanges, leases, co-tenancies, easements and boundary disputes, and construction contracts and disputes.  There are three senior attorneys in our firm’s real estate department, with a combined total of over 100 years of experience in commercial real estate transactions.

For more information on our real estate attorneys, please click on the following links: Ken Miller, Jonathan Blau, Alyssa Fujii.

Recent transactions include the representation of the buyer-landlord in the sale-leaseback of 160 bank branches, representation of the buyer in the acquisition of limited liability companies owning the $200 million UBS investment banking headquarters building, representation of a leading hotel operator with the purchase and sale of hotel and motel properties throughout the United States, and representation of the Benevolent Protective Order of Elks in connection with the construction of the $20 million Elks Lodge in Palo Alto, California.

NET LEASE EXPERTISE

Our real estate department has extensive expertise in the representation of owners and buyers of net leased commercial property.  In a net lease, all or substantially all of the property expenses (such as property taxes, insurance and maintenance) are paid by the tenant.  Accordingly, an investment in a property subject to a long term net lease is a relatively passive investment, and buyers of net leased property often purchase such properties outside of their state of residence. We have handled net lease property acquisitions in most states.  When appropriate, we associate with top local counsel in states other than California.

We have successfully handled over $7 billion in real estate sales, sale-leasebacks, and financing’s throughout the United States since 1999.  We have also helped structure or advised clients on Section 467 rental agreements, credit tenant lease financing, drop & swaps, residual value financing, qualified opportunity funds, Delaware statutory trusts, and Section 1031 forward and reverse exchanges.

REPRESENTATIVE NET LEASE TRANSACTIONS

  • We were lead counsel to the buyer of the 664,000 square foot Dow Texas Innovation Center in Lake Jackson, Texas.

  • We were lead counsel to the buyer-landlord in the sale-leaseback of 80 Walgreens Stores in 12 states.

  • We were the lead counsel to the buyer-landlord in the sale-leaseback of 9 Gold's Gyms in Texas and Oklahoma.

  • We were lead counsel to the buyer of the Alcon Laboratories' 882,000 square foot contact lens manufacturing facility in Johns Creek, Georgia, subject to the Alcon lease. The acquisition was structured as a reverse tax free exchange.

  • We were lead counsel to the buyer-landlord in the sale-leaseback of 89 bank branches operated by BMO Harris Bank.

  • We were lead counsel to the buyer-landlord in the sale-leaseback of 105 bank branches operated by Citibank.

  • We were lead counsel to the buyer in the acquisition of the 770,000 square foot UBS investment banking headquarters.

  • We were lead counsel to the buyer-landlord in a $125 million sale-leaseback and financing of eleven Sierra Health Services, Inc. medical/office facilities. We worked with the tenant’s senior management to arrange the lease and financing to qualify for off balance sheet treatment on the tenant’s financial statements.

  • We were lead counsel to the buyer in a sale-leaseback and financing of 21 Rite Aid Stores located in 9 states. In a second Rite Aid sale-leaseback, we represented a real estate investment fund in the formation of a joint venture and in the joint venture’s subsequent sale-leaseback and financing of 35 Rite Aid stores.

  • We were lead counsel to the buyer in the acquisition and financing of 31 Checker, Schucks, and Kragen auto parts stores in a transaction which closed six days following the signing of a letter of intent.

  • We were co-counsel to the buyer in the sale-leaseback and conduit financing of six department stores spun off from The Limited. The transaction (including the conduit financing) closed in 12 days from finalization of the letter of intent.

  • We were lead counsel to Fleetwood (then a fortune 500 company) in the sale-leaseback of 22 Fleetwood retail stores. We helped structure the lease to satisfy the concerns of both the lender and Fleetwood’s auditor.

  • We were lead counsel to the buyer in the $100+ million acquisition and financing of a portfolio of 90 Taco Bell restaurants in four states.

  • We were lead counsel to the buyer in the acquisition of a majority interest in a partnership owning a $100+ million of a portfolio of Sofitel hotels.

  • We represented the buyers in the acquisition and residual value financing of six Best Buy stores.

  • We were lead counsel to the buyer in two sale-leasebacks and financings of portfolios of a total of 45 Pep Boys stores in 12 states.

  • We were lead counsel to the buyer in the $200+ million acquisition of a portfolio of office buildings net leased to Bristol-Myers Squibb Company.

  • We represented the buyer in the acquisition of a portfolio of remainder interests in 13 office and retail properties (with over two million square feet of space) net leased to investment grade tenants.

  • We represented the buyer in the acquisition of the beneficial interest in a Delaware business trust owning a dark K-Mart store in Texas. We later represented the buyer in a three party transaction in which K-Mart paid a termination fee to cancel its lease and Cingular entered into a net lease of the premises and paid for tenant improvements. We structured the lease to satisfy the requirements of both Cingular and the special servicer of the underlying securitized mortgage financing.

  • We represented the buyer in the acquisition of a limited liability company owning an $84 million portfolio of net leased property.

RECENT PUBLICATIONS

K. Miller, "Net Leases & Sale - Leasebacks, A Guide to Legal, Tax & Accounting Strategies", Practising Law Institute (2016-2020)

J. Bolnick and K. Miller, Acquiring Real Property from a Bankrupt Seller, 47 Real Prop. Tr. & Est. L.J. 413 (2013)

K. Miller, Using Letters of Credit, Credit Default Swaps and other Forms of Credit Enhancement in Net Lease Transactions, 4 Va. L. & Bus. Rev. 1 (2009)

 

Civil Litigation

Gorman & Miller’s litigation practice includes all areas of business and commercial disputes before state and federal trial and appellate courts and administrative agencies. The firm’s attorneys have extensive experience successfully handling business matters, including but not limited to breach of contract, intellectual property, unfair competition, trade secrets, employment law, real estate, probate and trusts, construction law, accounting malpractice, collection, elder abuse, and securities litigation.The law firm is strongly committed to providing cost-effective litigation services for its clients. The firm works closely with its clients to achieve desired results, either through negotiation or court action.

REPRESENTATIVE CASES:

Represented a startup venture in an intellectual property infringement claim against a Fortune 500 corporation that resulted in a highly favorable confidential settlement.

Represented the developer of a major regional shopping center in a federal lawsuit brought by a national architectural firm for copyright infringement and breach of contract. We succeeded in obtaining an order of dismissal and our client was awarded its fees and costs of suit.

Represented a California investment company in a lawsuit for breach of contract and interference with prospective advantage against a Japanese investment company resulting in a favorable confidential settlement.

Represented three individuals who were assaulted and injured by unknown assailants in the parking lot of a 24 hour convenience mart owned by a major international franchisor in a lawsuit that led to a settlement in excess of $4.5 million.

Represented a world famous singer in the defense of a lawsuit brought by a concert promoter resulting in dismissal of the lawsuit.

Represented a California distributor against a large Korean-based multinational corporation in a lawsuit for breach of contract resulting in a favorable confidential settlement.

Represented an investor in a securities lawsuit against a hedge fund that resulted in substantial confidential settlements against the hedge fund’s sponsors and its attorney.

Represented a national franchisor in various federal trademark infringement actions that resulted in permanent injunctions that restrained continued misuse of the registered mark.

Represented an individual in a breach of fiduciary duty lawsuit that led to entry of a judgment of approximately $3.75 million against the fiduciary following a state court bench trial.

Represented a manufacturer of memory cards in a patent infringement and unfair competition lawsuit. Our law firm filed a successful motion to dismiss a state law unfair competition claim brought by the plaintiff under Massachusetts law that sought treble damages. Dismissal of the treble damage claim led to settlement of the dispute.

Represented the general contractor in a large mechanic’s lien foreclosure action against a high rise building which resulted in a favorable confidential settlement.

Represented an infomercial marketer in a substantial collection action against a credit card processor resulting in a judgment for the infomercial marketer.

Represented a theater operator in the defense of a lawsuit brought by an entertainment production company resulting in dismissal of the lawsuit.

Represented a manufacturer of air filtration devices in a patent infringement lawsuit brought against a Fortune 100 corporation. The case resulted in an early settlement. Our client received a substantial upfront payment for the past infringement. The defendant further agreed to enter into a license agreement pursuant to which our client continues to receive a steady stream of quarterly royalty payments.

Represented the purchaser of a large apartment complex in Phoenix, Arizona against the seller/developer for breach of a representation that the seller would provide permanent take-out financing upon completion of the project. The seller/developer eventually agreed to a settlement that reimbursed the purchaser’s additional interest costs.

Represented the primary beneficiary of a significant estate who was not related to the decedent in a will contest and related litigation filed by decedent’s adult children. A favorable settlement was reached on behalf of our client.

REPRESENTATIVE TRIALS:

Obtained a federal jury verdict for a seller of high-end Italian menswear against a former marketing manager for engaging in illegal “cybersquatting” subsequent to his departure from the company.

Obtained a judgment in excess of $1 million in compensatory and punitive damages (as well as entry of a permanent injunction) for one of the country’s largest wholesale distributors of computer components against a former salesperson for misappropriation of trade secrets and unfair competition based on theft of customer lists following her formation of a competitive enterprise.

Obtained a federal jury verdict and issuance of a permanent injunction prohibiting trade disparagement for a client against its leading competitor in the field of medical devices.

Defended a national irrigation company and its board against wrongful termination and breach of contract claims by its former president. Defense verdict rendered after a state court trial.

Prevailed on behalf of an individual client accused of financial elder abuse by relatives of decedent and Los Angeles County in which the client’s bank accounts were frozen and personal possessions were taken by Los Angeles County. Defense verdict rendered after trial in probate court with accounts ordered released and possessions ordered returned.

REPRESENTATIVE OPINIONS:

Represented a publicly traded NYSE corporation in the defense of an employment lawsuit brought by a former managerial employee. Obtained summary judgment for our client as to the tort claim for fraud, thereby removing punitive damages from the case, leading to dismissal of the case in return for a token settlement. Salstein v. HALO Industries, Inc., 82 F. Supp. 2d 1080 (N.D. Cal. 1999).

Represented a commercial landlord of a long-term lease in a fraudulent conveyance claim against a putative spouse of the commercial tenant who failed to pay rent according to the agreed terms of a long-term lease. Kim v. Tsai, 2003 WL 499954 (2003).

Represented a party in a shareholder dispute that resulted in disqualification of opposing counsel for violation of its ethical duties regarding joint representation. Multiwave Innovation, Inc. v. Kris Technologies, Inc.

Represented a savings and loan in an action brought against several large financial institutions for allegedly engaging in unfair lending practices and antitrust violations. The complaint was dismissed by the district court. The dismissal was affirmed by the Ninth Circuit on appeal. Ames v. Pacific Western Financial, et al..

Represented purchasers in a securities fraud case against the control persons of a bankrupt start-up corporation. The defendants’ attempt to remove the action to federal bankruptcy court was rejected by the Bankruptcy Appellate Panel of the Ninth Circuit and the case was thereafter settled on highly favorable terms. In re eManage.com, BAP No. NC-03-1211-PBK, Adv. No. 02-7307 AN (9th Cir. BAP 2003).

Represented the prospective buyers of a residential property in an arbitration establishing that the seller’s disclosures must be actually delivered and that it is not satisfactory for the seller or its real estate agent to make them available online. Pettit v. Wang, JAMS Case No. 1110009512 (2007).

For more information on our senior litigators, please click on the following links: Richard Klein, and Ken Heisz.