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Representative Experience
General
- Counsels clients on corporate governance issues.
- Prepares and negotiates contracts for sale and purchase of goods and services.
- Counsels clients regarding competitive bidding compliance, tax and collection workouts, intellectual property issues and a variety of general business matters.
- Prepares and negotiates license and lease agreements for use, sale or other disposition of real estate, proprietary information and personal property.
Real Estate
- Represents several local community development corporations in connection with real estate acquisition and development projects.
- Represented cable television client, including negotiation and preparation of television franchise application and a variety of related contracts, various easement, confidentiality and license agreements, preparation of FCC filings and for incorporating affiliated cable and computer services corporations, and of documents relative to public law filings and attorney work-product connected with cable enfranchisement, research of various legal issues with ongoing monitoring of the "conflict" between the first amendment and cable franchising practices, development and implementation of cable theft amnesty program, and worked on asset acquisition deal involving sale of three cable television system franchises, including preparation of transfer documents.
- Experienced in various aspects of development construction, financing, and the sale and purchase of residential and commercial real estate.
Commercial Lending
- Experienced in documenting real estate construction loans for lending institutions and borrowers, including drafting and negotiating loan agreements together with all ancillary instruments and documents required for financing the acquisition, development and construction of residential and commercial real estate projects.
- Documented and closed several real estate construction loans and credit lines for acquisition, development and construction of commercial real estate facilities (a Walgreen's drugstore and strip mall facilities with national retail and restaurant tenants) in Florida, Pennsylvania and West Virginia, as counsel to a national banking association.
- Represented owners and developers in securing acquisition and development loans and financing for both new construction and extensive rehabilitation/renovation projects, including office buildings, church annex and recreational facilities.
Capital Markets/Municipal Securities
- Recently closed $100,000,000 Convertible Senior Subordinated Note offering, as counsel for Trustee Bank, and small Bond Anticipation Note transaction as underwriter/placement agent counsel for local public housing authority.
- Served as bond counsel, company counsel, trustee counsel and underwriter/placement agent counsel to governmental, corporate and bank clients, documenting a variety of bond and note financing transactions, including Industrial Revenue Bonds (IRBs) and Tax Exempt Private Activity Bond issues. Drafted all bond documents, legislation, and legal opinions, and reviewed and revised, as necessary or required, Bank and Underwriter counsel documents on letter of credit-enhanced bond financing transactions, where the proceeds from these tax-exempt 501(c)(3) bonds were used to acquire, develop and construct office buildings, warehouse and other facilities.
Middle Market Equipment Leasing
- Documented and closed tax-exempt municipal lease transactions for a local community college district, involving the acquisition and installation of telecommunications equipment.
- Documented and recently closed a tax-exempt municipal lease transaction for the largest school district in the State of Ohio that funded the acquisition of heating, cooling, lighting and other equipment and improvements.
- Prepared and negotiated lease and equipment purchase agreements, legal opinions and drafted or reviewed all ancillary documents required.
Special Education Law
- Experience representing school districts in the provision of educational programming and services to disabled students, providing counsel on a variety of legal issues related to the education of individuals with disabilities, defending placement and programming decisions of school districts, counseling clients relative to disciplinary and other issues impacting disabled students, participating in mediation, administrative hearings and judicial proceedings relative to compliance with the federal statutes governing the education of disabled children, including the Individuals with Disabilities in Education Act (IDEA), Section 504 of the Americans with Disabilities Act (ADA) and the No Child Left Behind Act (NCLBA).
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