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Corporate Transactions - Representative Experience

  • Issues
  • Venue
  • Client Type
  • Lawyers
  • Full Description
  • Result
  • General Legal Advice to Angel and Venture Capital Investors
  • Silicon Valley Investors
  • François G. Laugier
  • Advised angel investors and venture capitalists in due diligence, fund formations and various corporate issues related to their investments or investment vehicles.

  • Corporate Restructuring; Inversion ("flip") of Company
  • Digital Media Company
  • François G. Laugier
  • Represented European technology companies in their corporate structure inversion ("flip") resulting in the existing foreign company becoming the wholly-owned subsidiary of a newly formed US entity. Negotiated with existing shareholders and investors, drafted all US documentation, and supervised tax advisors and foreign counsel.

  • Outside General Counsel from Formation to Acquisition
  • Software Company
  • François G. Laugier
  • Represented a US public company in its $3.5 million asset purchase of a Swiss company’s equipment and technology used in the manufacturing of women's apparel.9). Organized and represented a software company specializing in wireless communications software. Drafted and negotiated all bundling, joint development and distribution contracts with US, European and Asian partners. Prosecuted US trademarks. Handled a $ 17.5 million cash acquisition by the US public company.

  • Foreign Investment in Silicon Valley Software Company
  • Institutional Investor
  • François G. Laugier
  • Represented a Swiss bank in its acquisition of privately held shares of a Silicon Valley-based high tech company.

  • International Stock Option Plans
  • Private Information Technology Companies
  • François G. Laugier
  • Represented several bi-national companies in the drafting and implementation of their Stock Option Plans.

  • Formation and Growth of Clean-Tech Company
  • Clean Energy Company
  • François G. Laugier
  • Represented an established European solar company (PV and thermal) in the organization and growth of its multi-state US operations. Created a library of contracts for all business purposes, Stock Option Plan, trademarks and assisted them in building their corporate team.

  • Organization of Business Entities
  • Software Development Company
  • François G. Laugier
  • Responsible for all aspects of the organization of a software development company using the labor of Russian software engineers.

  • Technology Licensing
  • Microprocessor Design Company
  • François G. Laugier
  • Responsible for all aspects of organization and legal work associated with a microprocessor design company. Represented the company in negotiations with contractors, developers and venture partners.

  • Organization of Business Entities
  • Semiconductor Company
  • François G. Laugier
  • Handled all aspects of the organization of a semiconductor company specialized in boards, image compression components and VHDL macro functions dedicated to communication, multimedia and real time fields.

  • Trademark
  • UK Internet Company
  • François G. Laugier
  • Represented an English internet company in the purchase of a US domain name and in related trademark matters.

  • Formation Through Late-Stage Growth of Internet Company
  • Private Internet Company
  • François G. Laugier
  • Represented a Silicon Valley veteran in the organization of a new venture dedicated to Internet data mining. Organized corporation as investment vehicle for seed financing. Represented corporation in Series A through D Preferred Stock Issuance and coordinated financing from multiple international sources. Drafted technology licenses, a Stock Option Plan and agreements, employment contracts, and International (US, EU, Japan, Mexico, Canada) trademark applications.

  • Start-up Financing
  • Venture Capital Company
  • François G. Laugier
  • Represented a venture capital company in the $2.4 million equity financing of start-up corporation.

  • Organization of Business Entities
  • Clean Tech Entrepreneur
  • François G. Laugier
  • Assisted a Silicon Valley entrepreneur in the formation and representation of a California LLC developing and managing alternative fuel stations (E85 and Biodiesel).

  • Dissolution of a Corporation Which was Late in Corporate and Tax Filing
  • Japanese Investor
  • Represented a Japanese investor in dissolving a California subsidiary. The California subsidiary was behind in corporate and tax filings. 
     

  • Successfully dissolved a corporation which was late in corporate and tax filings.
     

  • 1031 Exchange
  • Investor
  • Performed a 1031 Exchange for our client’s commercial properties involving an Operating Agreement, a Limited Partnership Agreement and a Plan of Conversion. The exchange property involved a Las Vegas property in which the bank acted as its trustee.
     

  • Successfully finished the 1031 Exchange within the time frame.
     

  • Uncollectible Accounts Receivables
  • Plaintiff Manufacturing Corporation
  • Represented the plaintiff, a manufacturing corporation, in a suit to recover uncollectible account receivables. The defendant ran up $1 million in accounts receivable. The case went to arbitration.

     

  • Successfully recovered a substantial amount from the defendant for our client. 

  • Structure of Corporation
  • Investor from Thailand
  • Structured a California corporation for an investor from Thailand who was interested in international growth for his company. The investor operates one of the largest food and drink distribution businesses in Thailand. 
     


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  • fashion; apparel; distribution; clothing; international
  • Non-Profit Technology Company
  • Represented fashion and lifestyle apparel company in connection with its negotiation and execution of a global distribution deal to provide additional sales, marketing, e-commerce, operations and financial support to the brand.

  • Organization of Business Entities; Commercial Contracts
  • Aircraft Maintenance Company
  • François G. Laugier
  • Responsible for all aspects of organization, domestic and international legal work associated within an aircraft maintenance company set up to assure the maintenance of a leading aircraft manufacturer fleet.

  • M&A
  • USDC Northern District
  • Defendant International Public Software/IT Outsourcing Company
  • Michael J. Ioannou
  • This federal action was brought by plaintiffs against our client for breach of merger agreement for failure to pay $20 million based on an "earn out" formula in the merger agreement.  

  • The trial started with bifurcated in limine motions.  Case settled after a favorable ruling denying plaintiffs' motion to exclude evidence of unclean hands of plaintiff.