Transactions

• Represented private company in merger with public company, including corporate and tax issues; represented numerous other clients in private mergers, other forms of reorganizations and spin-offs

• Represented founder and CEO of insurance company in settlement negotiations on his termination; settlement agreed to exceeded amount due under remaining term of his employment agreement

• Represented numerous companies in designing and preparing documentation for stock incentive plans, deferred compensation plans (including advise on IRC 409A application) and employment agreements for key executives

• Represented numerous companies in formation of limited liability companies, limited partnerships and corporate entities, including preparation and negotiation of operating agreements, partnership agreements, and buy-sell agreement

• Represented radio personality in sell of show in IRS audit challenging capital gain treatment for $15 million received in sale; resulted in no change audit

• Represented artist management firm in IRS audit challenging timing of reporting $7 million in music royalties; resulted in no change audit

• Represented major construction company in US Tax Court proceeding in which IRS challenged method of reporting income from long-term contracts in excess of $10 million; favorable settlement entered into

• Represented well known candy company in sales tax audit challenging method of reporting sales in hearing before the State Board of Equalization; Board ruled in favor of taxpayer

• Represented numerous companies in submitting private ruling requests to Internal Revenue Service and State Board of Equalization and received favorable rulings in all submissions