Business Transactions

Each of our business lawyers has more than 20 years’ experience in virtually all areas of corporate finance and business law.  In our transactional practice, we represent clients in a broad range of industries, including the entertainment, retail, healthcare, high-tech, education, hospitality, manufacturing, real estate, and retail industries.  We structure business transactions, advise our clients on the legal and practical consequences, and implement client goals consistent with legal considerations including tax, securities law, and state corporate governance requirements.  Attorneys in our business transactions area include Larry Barnett, Kenneth Crews, Fred Gaines, Reg Gipson, Brian Hoye, Stephen Kirschenbaum, and Leighton R. Lloyd.

Mergers & Acquisitions; Corporate Structures

In addition to the transactions described above, we have represented buyers and sellers in transactions involving hundreds of millions of dollars in M&A and securities transactions.  These transactions range from the sale of Dick Clark Productions, the acquisition of the World Gym franchise operation, and the investment in and sale of home health agencies, to the sale of a bus transportation company, an independent “standee” production company and divisions of a light industrial manufacturing company.  Our hourly rates and aggregate legal fees are appreciably lower than law firms in Los Angeles providing similar services.  We also have prepared shareholder agreements for professional service firms (including architecture firms and law firms.)  

Our lawyers and paralegals are experts at efficiently creating corporations (including “S” corps), limited liability companies, partnerships, and joint ventures.  Depending on the needs of the client, these structures range from single-owner, family corporations to multi-member, manager-managed LLCs with a multitude of classes of membership interest, including “profits interests” and management incentive units.  Many of these transactions involve diverse forms of intellectual property, from patents on medicines to copyrights on architectural works.  We have the expertise to identify IP assets that are regularly overlooked by other parties and to address them for the benefit of the clients.

Securities Law

While our business lawyers have been involved in dozens of SEC registered public offerings and are deeply familiar with the ‘33 Act and the ‘34 Act, at GH&P our securities work is focused on privately held companies and private placements of securities.  We have documented privately placed investments for, among others, an expanding chain of hair salons and a writer-focused film development fund.  A leader in the firm’s corporate practice, Brian M. Hoye, taught the Securities Regulations course at Southwestern Law School as an Adjunct Professor of Securities Law for several years.

Banking & Finance

GH&P is on the approved counsel list of most of the largest banks in Los Angeles.  Our representation typically involves the negotiation and documentation of loans by the banks to production companies for the making of feature films or television movies.  Representative clients on the lending side include Pacific Mercantile Bank, East West Bank, CIT Bank (formerly One West), City National Bank, and First Republic Bank.  On the film and TV production side of banking and finance, we represent Skydance Productions (co-producers of the Mission Impossible and Star Trek films) and The Weinstein Company.  While most of our activities in entertainment-related transactions focus on the financing of motion pictures, we are also involved in all aspects of commercial loans.  We represent borrowers of other types, including individuals, small businesses, partnerships, and publicly and privately held companies.  Our clients and their borrowers find us to be responsive, efficient, pleasant, and able to document and close transactions quickly and at a reasonable cost.

Tax Law

We are conversant in the tax issues which typically arise in our M&A and securities work (e.g., capital gain versus ordinary income treatment, maintaining “S” status, phantom income, tax distributions to pay for allocations of income, establishing “blocker corporations” for international investments).  Where necessary, we bring in special tax counsel in a manner which is seamless (and understood) for our clients (e.g., Section 409A compliance, the new BBA Rules).   

Business Litigation

We regularly handle high-profile commercial disputes for our institutional and individual clients.  Over our many years of experience, we have successfully handled breach of contract, breach of fiduciary duty, standard of care, shareholder, partnership, LLC, trade secret, and other business disputes.