2225 East Bayshore Rd. Suite 246 Palo Alto CA 94303 (v)650.320.1688 (f)650.320.1687
- ADVISING AND REPRESENTING TROUBLED COMPANIES
The Firm counsels and represents troubled companies in debt restructurings, lease terminations negotiations, major collection activities, out-of-court workouts, assignments for benefit of creditors ("ABC"), bankruptcies (Chapter 7 and 11) and corporate dissolutions.
A formal proceeding - - an ABC or a bankruptcy case - - can be an extremely powerful tool to restructure the liabilities of an enterprise, to "right-size" a business, or to transfer operating assets to a new business platform. At the same time, the relief available in formal proceedings is in many respects quite limited and is frequently not capable of addressing the root causes of the difficulties confronting a Silicon Valley venture-backed company. Moreover, formal proceedings are expensive and require management to relinquish control over the company's assets and operations to third parties. The Firm's approach with respect to initiating an ABC or bankruptcy case is pragmatic: such a proceeding should be pursued only where the objectives and means of execution are well defined and the formal proceeding is the clear "winner" in a comparative cost/benefit analysis of the alternatives.
The Firm's principal brings over twenty five years of legal knowledge and practical experience with troubled companies to assist senior management in identifying and evaluating the costs and benefits of the alternative solutions.
- REPRESENTING NON-INSTITUTIONAL LENDERS
Establishment of a bank line of credit for a new venture is typically preceded by some form of non-institutional debt financing. Non-institutional lenders - - frequently venture debt lenders or investors, but sometimes suppliers or customers -- are a critical source of financing to Silicon Valley companies. The Firm's principal has over twenty years’ experience in advising and representing venture debt lenders with respect to their troubled loan portfolios. The Firm advises and represents venture debt lenders from the initial delinquency and forbearance through debt restructuring and the exercise of remedies or other liquidity event. The Firm's principal has advised and represented a broad range of other non-institutional lenders with respect to bridge loans and other short term financial accommodations in circumstances that frequently involve the interests of multiple lenders.
- ADVISING AND REPRESENTING SENIOR MANAGEMENT
Financial distress, insolvency or even a short term liquidity crisis can present senior management - - directors, officers, partners or members - - and investors with issues and potential exposures that are distinct from and not necessarily aligned with the concerns of the enterprise. In certain circumstances, a stratagem that may be optimal for the enterprise may expose senior management to liability or detriment. In such circumstances, the company's advisors cannot be expected to independently advise or concurrently represent senior management.
The Firm's principal has over twenty five years’ experience in advising and representing both senior management and investors with respect to their interests and concerns in connection with highly leveraged and distressed companies.
While the majority of such matters arise and are concluded outside of formal proceedings, the Firm represents senior management and investors in bankruptcy and related litigation, and the Firm's principal has represented a variety of officers, directors and investors in bankruptcy avoidance and related bankruptcy litigation.
- DISTRESSED TRANSACTIONS
The financial instability of a counterparty to an otherwise standard corporate or commercial transaction introduces a host of insolvency related principles and concerns that are unfamiliar territory to corporate counsel. Minimizing the risks associated with the insolvency of a counterparty requires both a depth of knowledge of bankruptcy and insolvency principles as well as the strategic vision to anticipate how the transaction might "go sideways." The Firm's principal has over twenty five years’ experience in structuring and documenting distressed transactions involving asset transfers, intellectual property licenses, supply and manufacturing arrangements, equipment leases and receivables factoring.
A solid grasp of the relevant bankruptcy and insolvency principles coupled with a seasoned appreciation for how distressed transactions can unravel enable the Firm to devise pragmatic and creative solutions to material transactional risks. The Firm coordinates with and supports corporate counsel and "pinch hits" on the bankruptcy and insolvency facets of a transaction to avoid duplication of effort to the client.
- DISTRIBUTION AND SUPPLY CHAIN CREDIT RISK MITIGATION
Globalization and outsourcing have created increasingly complex and extensive distribution and supply chains. As the number of links in a client’s distribution or supply chain grows, the client’s credit risk exposure can grow exponentially. Many companies have determined that they must proactively manage and mitigate such risks. The Firm works with its clients to identify the sources of credit risk and fashion legal solutions to mitigate the risk. Such solutions commonly range from domestic and/or foreign guarantees, security interests, letters of credit and other credit support tools, but in appropriate cases may extend to restructuring the underlying contractual arrangements.
Both distribution and supply chains are increasingly global and require legal resources in foreign jurisdictions. The Firm has trusted associate counsels throughout EMEA and APAC to assist with truly global concerns.