practice areas
Business Transactions
Employee Benefits and Retirement Plans
Intellectual Property and Technology
Litigation and Dispute Resolution
Our Business Transactions Group services business clients in a variety of transactions. We focus on attaining our clients’ goals in a manner which provides the client optimal protection from future liabilities while achieving compliance with the law. To satisfy this objective, we strive to understand those aspects of our clients’ business which are affected by the legal process. Once we undertake an engagement, our clients’ objectives become our objectives, and, consistent with our desire to ensure that our fees are reasonable, we will commit resources commensurate to the nature and complexity of the matter – whether such resources consist of a first-year associate or a team of experienced lawyers.
We represent clients not only in Colorado, but also throughout the United States. Our clients include small, medium-sized and, on occasion, large national companies. Our clients are involved in a wide spectrum of industries, including natural resources, the Internet, telecommunications, manufacturing, venture capital, financial services and computer software and equipment.
Listed below are our major areas of practice within the Department:
Private Financings – Issuers Representation We have represented issuers in private placements for many years, ranging from single investor financing to large private placements syndicated on a national basis. Recent examples include representation of:
- a San Francisco-based e-commerce/catalog company in an $80 million dollar financing, including $10 million for services rendered by an internationally recognized communications company;
- Denver-based oil and gas company in three private placements totaling approximately $150 million;
- Colorado-based private education company in a series of preferred stock and debt financings, including several secured debt financings;
Private Financings – Venture Capital Representation We have served as counsel for venture capital investors for over 30 years and, in this capacity, have invaluable experience in all phases of venture investing. In our venture representation we have interfaced with preeminent law firms throughout the United States either in their capacity as counsel for co-investors or investee companies.
Joe Borus, who specializes in this area has lectured at Continuing Legal Education Programs on venture capital financing and has also lectured on the legal aspects of venture investing in a program sponsored by the Colorado Capital Alliance.
Mergers and Acquisitions In this phase of our transactional practice, we have represented both the target company and the acquiring company. In order to resolve some of the difficult issues that often arise in an acquisition transaction, we frequently call upon the experience and expertise of our shareholders in other areas of practice, including tax, antitrust, employment, bankruptcy, environmental, litigation and intellectual property.
Some recent acquisition transactions include representation of:
- the largest commercial real estate company on the Internet in a strategic merger with a California-based Internet company, including an accommodation in the surviving company of the interests of eight series of outstanding preferred stock in one company and two series of outstanding preferred stock in the other company;
- Colorado bank in the acquisition of another Colorado bank, including satisfying the requirements of federal and state banking laws and regulations and the preparation of a Private Placement Memorandum for our client which issued securities to consummate the acquisition;
- Colorado-based equipment distributor acquired by a Texas-based company, including the negotiation and documentation of security arrangements to secure the deferred balance of the purchase price;
- Colorado-based engineering company in its acquisition by a California-based public company, including arrangements to ensure that the stock received by our client’s shareholders would become marketable within a relatively short time following the consummation of the acquisition;
- Canadian company in connection with its acquisition of a Colorado-based medical services company, including advice and consultation with the client’s Canadian counsel as to U.S. tax, securities and environmental laws;
- credit union in connection with its acquisition of another credit union, including compliance with laws and regulations affecting credit unions;
- the acquisition by a food services company of other food services companies, including the negotiation and documentation of debt financing;
- the formation of an investment partnership of key employees of an investment advisory organization to acquire an interest in a limited liability company which succeeded to the business of the advisory company;
- the acquisition of a computer software company by a nationally recognized public company engaged in the distribution of office supplies;
- the representation of an electrical contractor in connection with its acquisition by a public company, including coordination with counsel for other companies which were acquired in a simultaneous transaction.
International We have an extensive international law practice representing both foreign companies in the United States and U.S. companies abroad. Our foreign practice involves countries worldwide including mining and resort development in Mexico, joint ventures and transfer of technologies to Saudi Arabia, agricultural development in Pakistan, trade development in Dubai, software licensing agreements for EEC countries, distribution agreements in Norway, transfer of technology to China, hospital financing and development in China, construction equipment distributors in Japan, construction projects in Russia, petroleum development in the CIS Republics, and manufacturing agreements in Guatemala, the Dominican Republic and Bangladesh. We have experience with NAFTA tax and immigration matters as well as foreign companies seeking to sell their securities in the U.S. markets.
We have represented foreign firms in the United States, including Mexican mining firms, Chinese government agencies, Israeli pump distributors, CIS country interests, Swiss banking interests and high technology companies in Singapore, Hong Kong and Ireland.
We are a member of Lawyers Associates Worldwide ("LAW") which is an association of law firms located in major cities throughout the world. When we were invited to join this prestigious organization, we became the fifth member firm located in the United States. There are now twenty firms represented in the United States and sixty overall. Our active participation in LAW enables us to better service our clients when they require legal services in other states of the United States or abroad. Rather than attempting to identify suitable counsel by relying on a legal directory with unpredictable results, we can confidently recommend counsel with whom we have had personal and professional contact over the years and who have demonstrated the high standards of professionalism, competence and integrity which are requirements for admission to LAW.
Charles Bewley is one of the leading international law practitioners in the State of Colorado. He has lived, studied and worked in several foreign countries, giving him a unique perspective on international matters. Mr. Bewley has lectured on international affairs, particularly China, for the U.S. Department of Commerce and presented seminars on doing business abroad. He was a member of the U.S. delegation to the 42-nation Hemispheric Conference on Trade in 1995 led by Secretary Ron Brown and Trade Representative Mickey Kantor.
General Operations Probably the most significant aspect of our transitional practice for most clients involves the day-to-day advice and documentation involving arrangements with employees, vendors, customers, distributors, investors, creditors, joint ventures, licensors, and licensees and other third parties.
The attorneys in the Business Transactions Organizations Group include:
Adam D. Averbach
Maria Berrones
Charles A. Bewley
M. Frances Cetrulo
Michael J. Cook
Stanley Y. Doida, Jr.
Heather Scheel Hagemann
Steven C. Hoth
James A. Jacobson
K Kalan
Kenneth S. Kramer
James L. Kurtz-Phelan
Charles P. Leder
Larry R. Martinez
Dan A. Sciullo
Eugene M. Sprague
H. Michael Miller
Robert G. Wilson, Jr.
