Practice Areas

Finance

The principal has over 25 years’ experience representing domestic and international banks, financial institutions, investment funds, and equipment leasing companies in a broad range of financing transactions, including:

  • Asset-Based Lending
  • Revolving Facilities
  • Term Loans
  • Bridge Loans
  • Venture Loans
  • Second Lien Loans
  • Equipment Lending and Leasing
  • Factoring
  • Syndications
  • Structured Lending Transactions with True Sale and Non-Consolidation Opinions

He has particular expertise in international transactions involving lenders, borrowers, guarantors, and intermediaries located in different countries, or assets of the borrower located in different countries.  There are often complex issues to navigate to ensure that the lender has properly secured the loan with the collateral when the collateral, or a party to the transaction, is located outside the US.

Representative Corporate Work

Corporate Transactions

Combining the personal attention of a boutique firm with large law firm experience, we bring a sophisticated yet practical and cost-effective approach to your legal business and transactional needs.  The principal represents public and private companies in a range of commercial transactions, from formation, through the growth stage, to exit by sale to a third party.

  • At formation or incorporation, the firm counsels the company on choice of entity, funding, governance, shareholder issues, intellectual property issues, employment matters, and other startup matters. The firm has considerable experience advising non-US companies in connection with setting up a US subsidiary when entering the US market for the first time.
  • For growing or established companies, we are often engaged to advise on specific transactions, such as an investment, joint venture, partnership arrangements, stock redemptions, or corporate reorganizations, or for other day-to-day matters, including:
    • Contracts
    • Governance
    • Investments
    • Shareholder Matters
    • Fiduciary Obligations of Officers and Directors
    • Securities Laws Compliance
    • Employment
    • Intellectual Property
    • Day-to-day outside counsel work.
Representative Corporate Work

Mergers & Acquisitions (M&A)

Introduction

A transaction to sell a business to an investment fund or other financial buyer, or a purchaser in a related industry (a strategic buyer), is one of the most significant transactions a company may face and one which is outside its normal business activities.  During the transaction, management not only have to deal with the sale, but they also need to keep the regular business running without distraction.  The stakes for the company are high.  The buyer may be more familiar with acquisitions and the final terms of the main agreements may have far-reaching effects long after the deal has closed.  For example,

  • How will the purchase price received by the seller be treated for tax purposes, at lower capital gains rates or higher ordinary income rates?
  • How do you structure payments where payment of part of the purchase price is dependent on future performance (an earnout)?
  • What recourse will the buyers have against the seller after the closing, and is such liability capped?
  • If the sellers continue as employees of the buyer, what happens if the buyer is later sold (a change of control) or the employee is terminated?

We assist sellers in considering these and many other issues in the structuring, negotiating, and closing of the acquisition transaction.

Likewise, we assist strategic and other buyers in acquisition transactions, dealing with the structure of the transaction, due diligence, liability, employment, the matters discussed above, and issues of particular importance to the buyer and its industry.

Cross-Border M&A

In today’s increasingly global business environment, business often functions   across borders.  The buyer and the seller may be located in different countries, or one of the parties may have operations in different countries.  International M&A transactions (or cross-border M&A) raise a host of issues and complications on top of those dealt with in a purely domestic deal.

  • Often underestimated are cultural differences in the approach to managing the company, employees, compensation, or even the manner of communicating. For example, equity grants (stock options) are common for employees in Silicon Valley, but may not be common outside the US, or may even be prohibited or restricted by the law of the purchaser’s country.
  • Foreign regulatory requirements (e.g. antitrust) may be different to US regulatory requirements, or the deal may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”).
  • Choice of law is an important consideration – should the main deal documents be governed by the law of the purchaser’s country, the seller’s country, or a different law? Do local law considerations of the seller override the use of non-US law (for example in the employment context or regarding the transfer of real estate or personal property).
  • Understanding non-US intellectual property law is also important.

We assist sellers and buyers in cross-border M&A transactions to identify these issues early on, assess their impact on the deal, and make sure that appropriate advisers are engaged where required.

Cost-Effective Approach

As a boutique M&A firm, we bring the large law firm experience of the principal, who was previously head of the West Coast transactions practice for a global law firm, to deliver quality legal services in a cost-effective manner to the middle market.  We also access, when requested by clients, our network of boutique firms with attorneys with similar large law firm experience in tax, employment, intellectual property, and other areas, as the transaction requires.  The result is a team of highly experienced attorneys that can deliver results in a more cost-effective manner than other much larger law firms that is often well-suited to middle market (and lower middle market) transactions.

Industries

Our M&A activity encompasses transactions of varying sizes in the middle market, and typically covers manufacturing, healthcare, technology, software, consumer, and transportation industries.

Representative Corporate Work

Startups

We bring together the experience of working with many technology startups with a personalized approach to the unique needs of your business.  We partner with you to understand your goals, learn about your business, and provide ongoing communication with the same team throughout the representation, from the initial incorporation through investment, growth, and exit.  As required, we will tap into our network to introduce you to intellectual property counsel, employment counsel, or other lawyers as needed from time to time.

We understand the economic constraints faced by startup companies and work with entrepreneurs on various alternative fee arrangements that may be appropriate in different situations.  Our work for startups includes:

  • Entity Formation
  • Capital Structure
  • Shareholder and Investor Issues
  • Equity Plans
  • Seed Funding
  • Series A and later financing rounds
  • Intellectual Property
  • Employment
  • M&A
  • SaaS Agreements
  • Vendor Contracts
  • Partnership Contracts
  • Data Privacy
Representative Corporate Work

General Counsel

It is sometimes more economic to outsource general counsel services on an as-needed basis rather than to incur the costs of a full-time inhouse general counsel.  We provide outside general counsel services for businesses, including:

  • Corporate Governance
  • Contracts
  • Employment
  • Day-to-Day Legal Affairs
  • Strategy for Handling Litigation and Disputes
Representative Corporate Work

CONTACT US

info@insprelawgroup.com    +1 415-439-5240    +1 415-279-0779    50 California Street, Suite, 1500 San Francisco, CA 94111