For more than a half century we have provided business counsel to companies in emerging and traditional industries: high tech, healthcare, real estate, banking, manufacturing, construction, finance, franchising, retail, transportation, media, and services. We also represent professionals such as lawyers, physicians and accountants, individual investors and venture capital firms, nonprofit corporations, and private foundations.

We are committed to providing prompt, practical advice and cost-effective solutions to help our clients reach their business goals. We can assist with pre-formation planning, entity formation, capital raising, securities compliance, day-to-day business operations, corporate governance, mergers and acquisitions, and busines termination. We ask, "What do you want to achieve? How can we help get you there?"

MERGERS, ACQUISITIONS AND RECAPITALIZATIONS

We have extensive experience guiding our clients through their most sophisticated business transactions including mergers and acquisitions, buying or selling a business or a significant share of a business, recapitalizations, restructurings, workouts, and leveraged buy-outs.  Collectively, we have handled over 400 M&A deals.  Please ask for our dedicated M&A brochure in print or visit www.hogefenton.com/mergers.html for a list of representative M&A transactions in numerous industries.

FINANCE AND SECURITIES

We advise lenders, investors, and issuers including emerging growth companies and established businesses in offerings of debt and equity securities including common and preferred stock, bridge financing, convertible securities, and venture capital investments. Recent examples include:

EQUITY

• Represented wireless computer networking equipment manufacturer in issuance of preferred stock in multiple rounds to angel investors and Taiwanese venture capital firm.
  
  

• Represented semiconductor manufacturer in issuance of preferred stock in multiple rounds to angel investors and Taiwanese venture capital firm.
  
  

• Represented Internet marketing company in issuance of Series A preferred stock to publicly traded corporate investor.
  
  

• Represented venture capital firm in investment in Series B preferred stock of Internet media company.
  
  

• Represented software company in issuance of Series C preferred stock to angel investors and venture capital firm.
  
  

• Represented web site developer in issuance of Series B preferred stock to angel investors.

DEBT

• Represented residential mortgage bankers in negotiating and closing warehouse lines of credit exceeding $1 billion.
  
  

• Represented pet food manufacturer in $21 million debt financing of new manufacturing facility by city economic development agency and commercial lender, with real and personal property security.
  
  

• Represented large commercial laundry service in multiple complex private funding transactions with private lender group aggregating in excess of $14 million, secured by real and personal property and involving equity conversion features.
  
  

• Represented lender in $11 million real estate-secured mezzanine investment in $120 million mixed-income housing project.
  
  

• Represented wireless broadband Internet service provider in initial offering of convertible notes.
  
  

• Represented angel investor in asset-secured line of credit to startup software distributor.
  
  

• Issued numerous borrower legal opinions.

JOINT VENTURES AND STRATEGIC ALLIANCES

We represent clients in joint ventures and strategic alliances, including international transactions. Recent examples include:

• Represented software developer in strategic marketing alliance with publicly traded provider of semiconductor design software.
  
  

• Represented publicly traded developer of security software in teaming agreement with publicly traded computer manufacturer.
  
  

• Represented publicly traded software publisher in joint venture with publicly traded printing solutions provider involving the joint development and marketing of mobile printing solutions.
  
  

• Represented seed producer in joint venture with Chinese company involving the production and distribution of seeds in China.

TECHNOLOGY PROTECTION AND LICENSING

We advise clients ranging range from Fortune 500 companies to startups to individual entrepreneurs on intellectual property protection strategies and on high tech development, licensing, distribution and outsourcing transactions. Our clients are involved in Internet and e-commerce, enterprise and specialty software, storage and data protection, semiconductors, multimedia, publishing, medical devices, wireless, telecommunications, hardware, and contract manufacturing industries.

We assist with computer software licenses; patent licenses; technology development, acquisition, distribution and transfer arrangements; government contracts and federal regulations; work-for-hire agreements for developers, artists and other creators; trade secret advice to employers and employees; trademark prosecution and counseling; copyright registration and licensing; and contracts for high tech services. Recent examples include:

DEVELOPMENT

• Represented publicly traded fabless semiconductor company in negotiations with French telecommunications network equipment manufacturer for the joint development, manufacturing, marketing and sale of DSL chipset technology.
  
  

• Represented software developer in the development and licensing of e-commerce middleware to publicly traded, worldwide retail company.
  
  

• Represented financial services company in development of custom software to be used in ASP business model for the conversion and sharing of information concerning stock options between public companies and brokerage houses.
  
  

• Represented web site developer and Internet hosting provider in preparation of standard form customer agreements for client's services.
  
  

• Represented major television network in establishing Internet presence including ISP and ASP arrangements, and acquisition of computer hardware, custom software, and maintenance services.

PROTECTION

• Registered and protected trademarks and service marks for major U.S. sports team, winery, cryogenic equipment manufacturer, mortgage loan securitization company, pet supplies manufacturer, skin care products manufacturer, wireless Internet service provider, radiology group, business consultant, automotive racing team, printed circuit board manufacturer, executive coaching consultant, and promotional items manufacturer.
  
  

• Assisted Internet search engine company in establishing legal framework to support chat rooms, bulletin boards, hyperlinks to partners, and advertising arrangements.
  
  

• Devised technology protection program for manufacturer and world-wide distributor of skin care products.
  
  

• Assisted computer manufacturer in developing strategy to successfully reject demands from six patent holders for millions in patent royalties.

LICENSING

• Represented fabless semiconductor company in negotiations for various inbound licenses for systems-on-a-chip technologies.
  
  

• Represented publicly traded electronics manufacturing company in negotiations for license of patented metallurgic processes.
  
  

• Represent networking storage startup in negotiations with publicly traded networking company for patent license relating to startup founders' prior research and development activities at the public company.
  
  

• Represented publicly traded developer of security technology in licensing firmware to publicly traded semiconductor company.
  
  

• Represented television station in the production and sale of a television series, including obtaining rights to use background music and likenesses of celebrity actors.

DISTRIBUTION

• Represented multimedia startup in negotiating worldwide distribution agreement with manufacturer of handheld computing devices.
  
  

• Represented telecom startup in negotiating channel partner agreement with national telecommunications company involving nation-wide rollout of client's services to channel partner's customers.
  
  

• Represented publicly traded software company in license of security systems to the U.S. government.
  
  

• Drafted series of contracts with software developers, clearinghouses, and end users to facilitate the dissemination of software over the Internet by a multi-national electronics company.

OUTSOURCING

• Represented global transportation company in $10 million e-mail outsourcing contract for 8,500 end users.
  
  

• Represented publicly traded contract manufacturer in negotiations with publicly traded semiconductor company for the manufacture in China of motherboards for notebook computers.
  
  

• Represented U.S. company in outsourcing software development to service providers in China.

COMMERCIAL TRANSACTIONS

We assist with the purchase and sale of personal property; personal property-based lending transactions; manufacturing and distribution agreements; bulk sales transactions; equipment leasing; franchises (including registration); creditor-side bankruptcy proceedings; and collection matters. Recent examples include:

• Represented operating trucking fleet company in conversion to a specialized truck leasing company.
  
  

• Represented two Belgian textile companies in the collection of unsecured debt by pursuing successor companies.
  
  

• Represented semiconductor manufacturer in acquiring exclusive manufacturing and marketing rights to a line of computer chips from world leader in semiconductor manufacturing.
  
  

• Represented franchisors from children's entertainment, convenience store, automotive repair, and restaurant industries in registering to sell franchises in all states requiring registration.
  
  

• Represented transportation company in procuring dispatch system comprised of hardware, client/server software, GPS systems and electronic payment systems.
  
  

• Represented manufacturer of metal enclosures in negotiating a hubbing/consignment arrangement with contract manufacturer.
  
  

• Represented buyer in interstate purchase of used machine shop equipment.

ENTITY FORMATION AND GOVERNANCE

We counsel clients on the formation, operation and dissolution of all types of legal entities including general and limited partnerships, limited liability companies, syndications, trusts, S and C corporations, joint ventures, and nonprofit entities. We also counsel clients on general operating problems and record keeping, officer and director liability, executive stock and compensation plans, and buy-sell agreements. Recent examples include:

• Formed limited partnership between mortgage broker and real estate company to take advantage of affiliated business arrangement exception to RESPA.
  
  

• Formed medical groups in both corporate and general partnership form, including processing fictitious business name applications through medical board.
  
  

• Formed LLC for shopping center development in which various members contributed land, cash, contract rights, and services, with returns specially allocated.
  
  

• Formed multiple interlinked LLCs involving US and Chinese companies for R&D and worldwide software distribution.
  
  

• Formed LLC for a cluster of eight independent insurance agents and brokers.

TAX

We provide federal, state and local tax planning and advice for corporations, partnerships and limited liability companies involved in mergers and acquisitions, corporate purchases and sales, spin-offs and recapitalizations, financing, joint ventures, real estate acquisitions, qualified plans and executive compensation. We advise closely held family businesses (including wealth transfer planning advice and sales techniques for family limited partnerships, limited liability companies and sophisticated trusts) to accomplish personal and business objectives and reduce estate and gift tax. We also represent clients in audits, administrative hearings and tax litigation involving the IRS and state and local tax agencies.

• Represented family-owned "green" homebuilder and related entities in multi-million dollar tax planning, review of capital structure and future business plans.
  
  

• Represented agriculture and commercial building leasing company in reviewing its capital structure; recommended and implemented conversion to entity with flow-through tax treatment.
  
  

• Obtained private letter ruling in connection with a Section 355 split-off.
  
  

• Obtained many tax exemption determination letters from the Internal Revenue Service and California Franchise Tax Board for nonprofit corporation clients.

PRIMARY CONTACTS IN THE BUSINESS & TAX GROUP

If you are contacting Hoge Fenton on a business or technology matter for the first time, it may be helpful to start with one of the individuals listed below.

Steve Siner
Co-Chair of the Business & Tax Group, and specializing in closely held businesses; resident in the Pleasanton office.

Tim Maximoff
Co-Chair of the Business & Tax Group, and specializing in tax.

Sonia Agee
Specializing in tax.

Karl Chandler
Specializing in finance, M&A, securities, and general business counseling.

John Doyle
Specializing in general business and real estate transactions.

David Marion
Specializing in securities, finance, M&A, and general business counseling.

Stephen McCray
Specializing in closely held businesses, nonprofit organizations, and general business counseling.

Dave Mitchell
Specializing in tax.

Raji Nagarkar
Specializing in corporate and intellectual property transactions.

I. Joel Riff
Co-Chair of the Intellectual Property Group, specializing in technology transactions.

Sblend Sblendorio
Specializing in recapitalizations, restructurings, and workouts; resident in the Pleasanton office.

Julian Zegelman
Specializing in corporate and intellectual property transactions.