Withers represented an individual in a dispute involving a successful limited liability company that provided global financial consulting and advisory services. Withers successfully avoided a public lawsuit and negotiated a successful resolution. This complex matter involved parties in the United States, the United Kingdom, Singapore and Belize.
We assisted our client by drafting loan agreements to over 100 museums and institutions both locally and globally and for several renowned New York City museum exhibits.
We represented a US$6 billion public chemical company in a US$1.25 billion term loan and its commercial paper program. Corporate and corporate tax lawyers from Greenwich, New York and New Haven worked on these matters.
We represented a Swiss-based family office in a corporate control contest involving a California-based US$500 million private company in the coatings business. The company has an independent Board of Directors and is owned by three significant minority owners and widely dispersed current and former employees. Our work involved M&A, corporate governance, finance, complex contracts, tax and offensive corporate litigation. We drew on our New Haven, Greenwich and Los Angeles lawyers and implemented a partial contingent billing arrangement.
Our US corporate, corporate tax and wealth planning groups worked to close this deal, which included a purchase price allocation for personal goodwill and post-closing installment payments under promissory notes, secured by underlying shares subject to a voting agreement. The deal pay-out also included employment arrangements, insurance-related payments and a potential dividend payment.
Acted for a public junior gold mining company in a transformational recapitalization (forcing the conversion of preferred stock and amending the terms of a joint venture to reduce the company's remaining obligations) that created a significantly more efficient capital structure and improved the company's liquidity.
Acted for an international pharmaceutical company in an evaluation project for the licensing of a new drug product as well as intellectual property litigation matters.
Advised a semiconductor manufacturer on the restructuring of its corporate structure, which included a settlement with an earlier founder and the former president of a key subsidiary.
Withers worked to successfully dismiss an action filed in California against a Japanese citizen in the United States. The action mistakenly named the citizen in a U.S. personal injury matter, although the intended party was a person of the same name.
We represented a public company and one of the world's largest manufacturers of graphite and carbon-based products in its US$150 million convertible preferred stock issuance to a Canadian asset management firm, followed by a tender offer and merger with a value of US$695 million pursuant to which the Canadian firm acquired the company and the company went private.
Structured and documented a fund for purchase of an 880 acre parcel in Costa Rica, now fully entitled for development of a “wellness resort.” The offering was a full private placement memorandum under Regulation D, Rule 506, with blue sky registration in a number of states. Considerable interest has been shown by prospective end purchasers.
We advised a leading Japanese conglomerate in its minority investment in a Singapore limited exempt private company and its US, Chinese, Vietnamese, Thai, Indian and European subsidiaries.
We completed the formation and private offering of a US micro-venture capital fund focusing on the business-to-business digital marketplace and have advised on its investments in three portfolio companies: a platform providing athletes and parents with a suite of online tools to streamline the recruiting process; a platform providing restaurants with a trained food delivery staff and system as well as an app which communicates orders received by restaurants; and a platform that allows manufacturers and distributors in the IT sector to communicate with resellers of their products.
On behalf of owner, negotiated a 99 year unsubordinated ground lease to a prime developer for Marriott Hotels. In the process, increased the net present value of the parcel by 33% by aggressive use of comparable market data.
Withers frequently advises on the subdivision of residential properties, which often can be complex in nature. For example, our lawyers in California have prepared sales and risk management documentation and disclosures for a successor developer of a luxury subdivision, advised on the legal governance structure for a commercial/residential subdivision, prepared sales and condominium association documents for a luxury ocean front condominium project and prepared sales and condominium association documents for luxury residential project, along with reciprocal easement agreement with adjacent hotel.
Our team in California has deep experience regarding the buying, selling and negotiation of contracts for various residential properties. We have represented the seller of a 25 acre wine country parcel for the development of a luxury home and the purchaser of a resort home in an ultra-high end resort community, including negotiation of a construction contract for purchase of the residence. In addition, we have negotiated and prepared numerous easements with neighboring homeowners, represented a variety of condominium owners in matters involving homeowners associations and represented numerous purchasers of luxury homes and condominiums, including the review of titles and homeowners association documents and architectural guidelines.
In a transaction involving a private club/hotel, our lawyers advised on documenting a long term sale leaseback transaction for the development of a historic adaptive reuse project, including the purchase and sale agreement, lease, development agreement, construction contract and related documents.
Our lawyers represented the seller in closing an option transaction for a private airport to a solar energy company.
Complete representation of offshore purchasers of a highly regarded public golf course in Washington State with hotel development potential, including issues of planning and zoning, subdivision, labor law and construction law.
We represented numerous private fiduciaries in matters related to the management, leasing and sale of trust real estate assets.
For a Roman Catholic Order, monetized real estate holdings to provide annuity for aging Sisters by entitling one portion of parcel for 79 single family homes (in concert with a leading developer) and using the proceeds to construct advanced “age-in-place” senior housing for Sisters; additionally, US$200 thousand per new home was dedicated to a private operating foundation for perpetual maintenance and public use of a 5.5-acre legacy garden, over a century old.
Subdivided surplus land held by a semiconductor manufacturer, including numerous easements and a partial condemnation by city. One parcel was immediately sold, improving client’s balance sheet.
Structured and documented a fund providing seed money for a sharing economy startup in the roommate matching space. Founders are accomplished, successful serial entrepreneurs in the “matching algorithm” field. The offering was a full private placement memorandum under Regulation D, Rule 506 (c), with blue sky registration in a number of states.
Handle sale out of multiple apartment assets owned by an offshore fund, together with windup of entity. Windup and liquidation of foreign corporation included issues of law of Curacao, Hong Kong and California/US.
On behalf of farmer owners, negotiated a complex Conservation Easement preserving agricultural and tourist-serving uses while selling future development rights to a land trust.
Completed pre-development funding and entitlement of a “Wine Village” on one of California’s busiest traffic corridors. The Wine Village will lease to 17 wine shops and two restaurants. Combination of base rent and percentage rent from case sales will assure high long term profitability of this project.
Full representation of client in acquisition of the most expensive home ever sold in Alameda County, CA. Home is highly engineered and architecturally complex. Client did not use a real estate broker and relied instead on Withers for all due diligence, financing and insurance underwriting, plus the acquisition of a substantial art collection onsite.
Withers successfully obtained judgment against a debtor based in California on behalf of an individual lender based in the Russian Federation. The debtor, a prominent dance event organizer, failed to repay funds lent to him to further his dance business.
Represented heirs to the fortune from a pharmaceutical company in a dispute concerning control of the family office and competing claims of breach of fiduciary duty. After completing all pre-trial discovery and motion practice, Withers successfully negotiated a settlement for the heirs without the need for a costly and public trial in California state court.
Withers represented one of the heirs to a publishing fortune in a case arising out of a dispute with his children over the administration of various family trusts. Withers successfully resolved the dispute through alternative dispute resolution in California avoiding a costly court battle and prolonged family discord.
Represented a trust beneficiary who obtained a million dollar judgment and an award of attorney’s fees against a trustee who breached her fiduciary duties in the administration of a family trust.
Represented the designated beneficiary of a retirement account and obtained summary judgment defeating the claim of an adverse party seeking a portion of the retirement account.
In several different matters, successfully defended private professional fiduciaries against claims of alleged breach of fiduciary duty.
Advocated on behalf of US citizenship renouncing persons and convinced the US Department of State to amend the Foreign Affairs Manual to allow renouncing citizens to retain their US passports while waiting for Department of State to issue the Certificate of Loss Nationality, and thereby permit these persons to continue to be able to travel to the US.
Assisted in the transfer of US employees to China for a global entertainment conglomerate.
Consolidated and took lead in managing immigration program for one of America’s largest healthcare systems.
We routinely represent individuals of extraordinary ability in business, sciences and art in obtaining employment visas and green cards.
We act in fiduciary removal proceedings to remove or defend against the removal of an executor, trustee, agent, guardian or conservator as a result of wrongdoing, misconduct or inability or incompetence to serve.
Advised major financial institutions in and outside of Mexico on the use of sophisticated tax compliant investment structures for their private clients to deal with ongoing developments in Mexican and international tax compliance regimes.
Acting for a luxury hotel chain on the financing for the acquisition and re-development of their Miami Beach site.
Represented a luxury hotel chain in its expansion in California, assisting in the negotiations regarding the lease of prime space on the Pacific Coast Highway for its new beach club and the related acquisition of an existing liquor license from the controlling landlord entity.
Assisted a luxury hotel chain in acquiring a 50,000 square foot development property in downtown Los Angeles (which transaction included a bridge loan facility from a co-investor), as well as assisting the client with flipping the parcel to a third party purchaser (among multiple bidders) for a significant profit.
Assisted a luxury hotel chain with the completion of two new leases as part of its prestigious development in the trendy DUMBO neighborhood of Brooklyn.
Advised on a build-to-suit lease plus adjacent parking facility for new hotel, club and restaurant property in Chicago.
Structured and implemented investment and operating vehicles, as well as arranged for construction/permanent financing, for international boutique hotel, restaurant private club, and spa in New York City.
Represented purchaser/borrower in US$65 million financing and acquisitions in Montana, New York and Massachusetts for international sport club.
Advised on multiple acquisitions for US headquartered international conservancy and sporting society of high-end destination resort businesses and related US$135 million financing facility.
Withers helped an elderly client defeat aggressive efforts by her daughter to force her to endure a medical examination or submit to a guardian ad litem. Withers is often asked to zealously represent parties in California elder abuse actions in a variety of scenarios, including both those situations where the older person is still alive or is deceased.
Represented a national basketball team in defending federal claims. The case successfully resolved with full dismissal of claims against the team.
Represented a foreign-based seller of NY property, whose lawyer stole the proceeds of the sale. In addition to partial recovery from the Lawyers' Fund, we were able to recover a substantial amount of the uncovered losses.
Our attorneys represented companies in the cable and satellite television industry in disputes concerning television content distribution rights and contracts.
Represented luxury brand as outside general counsel in all areas of employment including counseling, compliance with employment laws, leave-related issues, terminations, and defending discrimination actions.
Represented a US consumer goods company in advertising compliance issues.
Advised in the acquisition by a US technology company of software and intellectual property assets from an embedded software company in Moscow and related technology service agreements with an affiliated entity in British Virgin Islands.
Advised an international beer manufacturer on trademark infringement in Singapore.
Managed the trademark portfolio of a leading Italian wine manufacturer.
Obtaining a unique form of injunction in relation to a claim for passing off, whereby the defendant was forbidden from using their own trade name because it had been coupled with our client's well-known brand.